EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of November, 2004, by and between XXXXXX BROTHERS HOLDINGS,
INC., a Delaware corporation (the "Seller"), and FIRST NATIONAL BANK OF NEVADA,
a national banking association (the "Servicer"), having an office at 0000 Xxxxx
Xxxxxxxxxx Xxxx, Xxxxx X-000, Xxxxxxxxxx, Xxxxxxx 00000, and acknowledged by
AURORA LOAN SERVICES INC., a Delaware corporation ("Aurora"), and CITIBANK,
N.A., a national banking association (the "Trustee"), recites and provides as
follows:
RECITALS
WHEREAS, the Seller has conveyed certain Mortgage Loans identified on
Exhibit C hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO") pursuant to a
Mortgage Loan Sale and Assignment Agreement dated as of November 1, 2004 (the
"Mortgage Loan Sale and Assignment Agreement"), which in turn has conveyed the
Serviced Mortgage Loans to the Trustee, pursuant to a trust agreement, dated as
of November 1, 2004 (the "Trust Agreement"), among the Trustee, Aurora, as
master servicer (together with any successor master servicer appointed pursuant
to the provisions of the Trust Agreement, the "Master Servicer"), and SASCO.
WHEREAS, Xxxxxx Brothers Bank, FSB ("Xxxxxx Brothers Bank") acquired
the Serviced Mortgage Loans from the Servicer, which Serviced Mortgage Loans
were either originated or acquired by the Servicer pursuant to the Master
Mortgage Loan Purchase Agreement, dated as of August, 27, 2004 (the "Purchase
Agreement").
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer for Xxxxxx Brothers Bank pursuant to a Master Interim Servicing
Agreement for Conventional, Fixed Rate, Residential Mortgage Loans, dated as of
November 15, 2000 (the "Flow Interim Servicing Agreement"), by and between
Xxxxxx Brothers Bank and the Servicer, as amended by Amendment Number 1 thereto
dated as of September 6, 2001 ("Amendment No. 1"), which is annexed hereto as
Exhibit B (the Flow Interim Servicing Agreement and Amendment No. 1 thereto
shall hereinafter collectively be referred to as the "Flow Agreement").
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as
of November 1, 2004 (the "Assignment and Assumption Agreement") and annexed
hereto as Exhibit F, Xxxxxx Brothers Bank has assigned all of its rights, title
and interest in the Serviced Mortgage Loans as well as all of its rights and
obligations as purchaser under the Purchase Agreement and the Flow Agreement to
the Seller, and the Seller has accepted such assignment.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller (with the consent of the Master Servicer) to terminate the
rights and obligations of the Servicer hereunder at any time without cause and
to the other conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
Flow Agreement shall continue to apply to the Serviced Mortgage Loans, but only
to the extent provided herein and that this Agreement shall govern the Serviced
Mortgage Loans for so long as such Serviced Mortgage Loans remain subject to the
provisions of the Trust Agreement and until the Transfer Date.
WHEREAS, the Seller and Servicer agree that on the Transfer Date the
Servicer shall no longer service the Mortgage Loans and shall transfer servicing
of the Mortgage Loans to the successor servicer designated by the Seller herein.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right under the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the Flow Agreement
incorporated by reference herein (regardless of whether such terms are defined
in the Flow Agreement or the Purchase Agreement), shall have the meanings
ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to a Custodial Agreement, dated November 1, 2004, between
U.S. Bank National Association and the Trustee.
3. Servicing Transfer Date. The Servicer agrees, with respect to the
Serviced Mortgage Loans, to perform and observe the duties, responsibilities and
obligations that are to be performed and observed under the provisions of the
Flow Agreement, except as otherwise provided herein and on Exhibit A hereto, and
that the provisions of the Flow Agreement, as so modified, are and shall be a
part of this Agreement to the same extent as if set forth herein in full. The
parties hereto acknowledge and agree that the Transfer Date with respect to the
Mortgage Loans is January 5, 2005. On such date, the Servicer shall transfer all
servicing of the Mortgage Loans in accordance with the Flow Agreement and the
Purchase Agreement to the successor servicer designated by the Seller. The
Seller hereby designates Aurora to act as the Servicer of the Mortgage Loans on
and after the Transfer Date and to service such Mortgage Loans pursuant to an
existing servicing agreement between the Seller and Aurora.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Subsection 2.05 and Subsection 3.01 of the Flow Agreement, the remittance on
December 18, 2004 to the Trust Fund is to include principal due after November
1, 2004 (the "Trust Cut-off Date") plus interest, at the Mortgage Loan
Remittance Rate collected during the related Due Period exclusive of any portion
thereof allocable to a period prior to the Trust Cut-off Date, with the
adjustments specified in clause (b) of Subsection 3.01 of the Flow Agreement.
5. Servicing Fee. The parties hereto acknowledge that with respect to
each Serviced Mortgage Loan and for each period of one full month during the
period commencing with the Cut-off Date (as defined in the Trust Agreement) and
ending with the Servicing Transfer Date (i.e., the date selected by mutual
agreement of the parties for the transfer of the servicing of the Serviced
Mortgage Loans to Aurora, but no later than January 5, 2005), the Servicing Fee
for purposes of this Agreement shall equal
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one-twelfth of the product of (a) the Servicing Fee Rate of 0.25% and (b) the
outstanding principal balance of each Serviced Mortgage Loan. Such fee shall be
computed monthly on the same principal amount and period respecting which any
related interest payment on such Serviced Mortgage Loan is computed. The
obligation of the Trust Fund to pay such Servicing Fee is payable solely from
the interest portion (including recoveries with respect to interest from
Liquidation Proceeds, to the extent permitted by Section 2.05 of the Flow
Agreement) of the Monthly Payment collected by the Servicer or as otherwise
provided under Section 2.05.
6. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the provisions
of this Agreement. The Master Servicer, acting on behalf of the Trustee and the
SASCO 2004-22 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as Xxxxxx Brothers Bank under the Flow
Agreement to enforce the obligations of the Servicer under the Flow Agreement
and the term "Purchaser" as used in the Flow Agreement in connection with any
rights of the Purchaser shall refer to the Trust Fund or, as the context
requires, the Master Servicer acting in its capacity as agent for the Trust
Fund, except as otherwise specified in Exhibit A hereto. The Master Servicer
shall be entitled to terminate the rights and obligations of the Servicer under
this Agreement upon the failure of the Servicer to perform any of its
obligations under this Agreement, which failure results in an Event of Default
as provided in Article XI of the Flow Agreement. Notwithstanding anything herein
to the contrary, in no event shall the Master Servicer assume any of the
obligations of Xxxxxx Brothers Bank under the Flow Agreement and in connection
with the performance of the Master Servicer's duties hereunder, the parties and
other signatories hereto agree that the Master Servicer shall be entitled to all
of the rights, protections and limitations of liability afforded to the Master
Servicer under the Trust Agreement.
7. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Serviced Mortgage Loans in connection with
the transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
8. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services Inc.
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx - Master Servicing
Mail Stop Code - 3195
Telephone: (000) 000-0000
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All remittances required to be made to the Master Servicer under this
Agreement shall be made on an actual/actual basis to the following wire account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc., Master Servicing Payment
Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO 2004-22
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Citibank Agency & Trust (SASCO 2004-22)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Contract Finance - Xxxxxx Xxxxxx
Telephone No.: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the first paragraph of
this Agreement.
9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute but one and the same
instrument.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
----------------------------------
Name:
Title:
FIRST NATIONAL BANK OF NEVADA,
as Servicer
By:
----------------------------------
Name:
Title:
ACKNOWLEDGED BY:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
-------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
CITIBANK, N.A.,
as Trustee
By:
-------------------------------
Name:
Title:
EXHIBIT A
Modifications to the Flow Agreement
1. A new definition of "Best Efforts" is hereby added to Article I to
immediately follow the definition of "Appropriate Federal Banking
Agency", to read as follows:
"Best Efforts": Efforts determined to be reasonably diligent by
the Servicer in its sole discretion. Such efforts do not require
the Servicer to enter into any litigation, arbitration or other
legal or quasi-legal proceeding, nor do they require the Servicer
to advance or expend fees or sums of money in addition to those
specifically set forth in this Agreement.
2. The definition "Due Period" is hereby amended in its entirety to read as
follows:
"Due Period": With respect to each Remittance Date, the period
commencing on the second day of the month immediately preceding
the month of such Remittance Date and ending on the first day of
the month of such Remittance Date.
3. The definition of "Eligible Investments" in Article I is hereby amended
in its entirety to read as follows:
"Eligible Investments": Any one or more of the obligations and
securities listed below which investment provides for a date of
maturity not later than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed
as to timely payment of principal and interest by, the United
States of America or any agency or instrumentality of the United
States of America the obligations of which are backed by the full
faith and credit of the United States of America ("Direct
Obligations");
(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued by,
any depository institution or trust company (including U.S.
subsidiaries of foreign depositories and the Trustee or any agent
of the Trustee, acting in its respective commercial capacity)
incorporated or organized under the laws of the United States of
America or any state thereof and subject to supervision and
examination by federal or state banking authorities, so long as at
the time of investment or the contractual commitment providing for
such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or,
in the case of a depository institution or trust company which is
the principal subsidiary of a holding company, the commercial
paper or other short-term debt or deposit obligations of such
holding company or deposit institution, as the case may be) have
been rated by each Rating Agency in its highest short-term rating
category or one of its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by Xxxxxx Xxx, Xxxxxx Xxx or
Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors' Protection Corporation jurisdiction or any
commercial bank insured by the FDIC, if such broker/dealer or bank
has an uninsured, unsecured and
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unguaranteed obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the
United States of America or any state thereof which have a credit
rating from each Rating Agency, at the time of investment or the
contractual commitment providing for such investment, at least
equal to one of the two highest long-term credit rating categories
of each Rating Agency; provided, however, that securities issued
by any particular corporation will not be Eligible Investments to
the extent that investment therein will cause the then outstanding
principal amount of securities issued by such corporation and held
as part of the Trust Fund to exceed 20% of the sum of the
aggregate principal balance of the Mortgage Loans; provided,
further, that such securities will not be Eligible Investments if
they are published as being under review with negative
implications from any Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than 180 days after the
date of issuance thereof) rated by each Rating Agency in its
highest short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct
ownership interests in future interest or principal payments on
obligations of the United States of America or its agencies or
instrumentalities (which obligations are backed by the full faith
and credit of the United States of America) held by a custodian in
safekeeping on behalf of the holders of such receipts; and
(viii) any other demand, money market, common trust fund or
time deposit or obligation, or interest-bearing or other security
or investment, (A) rated in the highest rating category by each
Rating Agency or (B) that would not adversely affect the then
current rating by each Rating Agency of any of the Certificates.
Such investments in this subsection (viii) may include money
market mutual funds or common trust funds, including any fund for
which the Trustee, the Master Servicer or an affiliate thereof
serves as an investment advisor, administrator, shareholder
servicing agent, and/or custodian or subcustodian, notwithstanding
that (x) the Trustee, the Master Servicer or an affiliate thereof
charges and collects fees and expenses from such funds for
services rendered, (y) the Trustee, the Master Servicer or an
affiliate thereof charges and collects fees and expenses for
services rendered pursuant to this Agreement, and (z) services
performed for such funds and pursuant to this Agreement may
converge at any time; provided, however, that no such instrument
shall be an Eligible Investment if such instrument evidences
either (i) a right to receive only interest payments with respect
to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments
with respect to such instrument provide a yield to maturity of
greater than 120% of the yield to maturity at par of such
underlying obligations.
4. A definition of "Xxxxxx Xxx" is hereby added to Article I to immediately
follow the definition of "Fidelity Bond," to read as follows:
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"Xxxxxx Mae": The Government National Mortgage Association, or any
successor thereto.
5. The definition of "Mortgage Loan" is hereby amended in its entirety to
read as follows:
"Mortgage Loan": An individual servicing retained Mortgage Loan
which has been purchased from the Servicer by Xxxxxx Brothers
Bank, FSB and is subject to this Agreement being identified on the
Mortgage Loan Schedule to this Agreement, which Mortgage Loan
includes without limitation the Mortgage Loan documents, the
monthly reports, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition
Proceeds and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan.
6. The definition of "Mortgage Loan Schedule" is hereby amended by replacing
the reference to "Exhibit 6" with "Exhibit C."
7. A new definition of "Prepayment Period" is hereby added to Article I to
immediately follow the definition of "PMI Policy", to read as follows:
"Prepayment Period": The calendar month preceding the month in
which the related Remittance Date occurs.
8. A new definition of "Principal Prepayment" is hereby added to Article I
to immediately follow the definition of "Prime Rate", to read as follows:
"Principal Prepayment: Any payment or other recovery of principal
on a Mortgage Loan which is received in advance of its scheduled
Due Date, including any prepayment charge or premium thereon and
which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment."
9. The definition of "Qualified Depository" is hereby amended and restated
in its entirety to read as follows:
"Qualified Depository": Any of (i) a federal or state-chartered
depository institution the accounts of which are insured by the
FDIC and whose commercial paper, short-term debt obligations or
other short-term deposits are rated at least "A-1+" by Standard &
Poor's if the deposits are to be held in the account for less than
30 days, or whose long-term unsecured debt obligations are rated
at least "AA-" by Standard & Poor's if the deposits are to be held
in the account for more than 30 days, or (ii) the corporate trust
department of a federal or state-chartered depository institution
subject to regulations regarding fiduciary funds on deposit
similar to Title 12 of the Code of Federal Regulations Section
9.10(b), which, in either case, has corporate trust powers, acting
in its fiduciary capacity, or (iii) Xxxxxx Brothers Bank, FSB, a
federal savings bank.
10. A new definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
"Qualified GIC": A guaranteed investment contract or surety bond
providing for the investment of funds in the Custodial Account and
insuring a minimum, fixed or floating rate of return on
investments of such funds, which contract or surety bond shall:
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(a) be an obligation of an insurance company or other
corporation whose long-term debt is rated by each Rating Agency in
one of its two highest rating categories or, if such insurance
company has no long-term debt, whose claims paying ability is
rated by each Rating Agency in one of its two highest rating
categories, and whose short-term debt is rated by each Rating
Agency in its highest rating category;
(b) provide that the Servicer may exercise all of the
rights under such contract or surety bond without the necessity of
taking any action by any other Person;
(c) provide that if at any time the then current credit
standing of the obligor under such guaranteed investment contract
is such that continued investment pursuant to such contract of
funds would result in a downgrading of any rating of the Servicer,
the Servicer shall terminate such contract without penalty and be
entitled to the return of all funds previously invested
thereunder, together with accrued interest thereon at the interest
rate provided under such contract to the date of delivery of such
funds to the Trustee;
(d) provide that the Servicer's interest therein shall be
transferable to any successor Servicer or the Master Servicer
hereunder; and
(e) provide that the funds reinvested thereunder and
accrued interest thereon be returnable to the Custodial Account,
as the case may be, not later than the Business Day prior to any
Determination Date.
11. A new definition of "Rating Agency" is hereby added to Article I to
immediately follow the definition of "Qualified Insurer", to read as
follows:
"Rating Agency": Xxxxx'x Investors Service, Inc. or Standard &
Poor's Ratings Services, a division of the XxXxxx-Xxxx Companies,
Inc., or any successor of the foregoing.
12. Section 2.01 (Seller to Act as Servicer) is hereby amended as follows:
(i) by deleting the first sentence of the second paragraph of such
section and replacing it with the following:
Consistent with the terms of this Agreement, the Seller may waive,
modify or vary any term of any Mortgage Loan or consent to the
postponement of any such term or in any manner grant indulgence to
any Mortgagor if in the Seller's reasonable and prudent
determination such waiver, modification, postponement or
indulgence is not materially adverse to the Purchaser, provided,
however, that unless the Mortgagor is in default with respect to
the Mortgage Loan or such default is, in the judgment of the
Seller, imminent, the Seller shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, forgive the payment of principal or interest,
reduce or increase the outstanding principal balance (except for
actual payments of principal) or change the final maturity date on
such Mortgage Loan.
(ii) by adding the following to the end of the second paragraph of such
section:
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Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Servicer
shall forward to the Master Servicer copies of any documents
evidencing such assumption, modification, consolidation or
extension. Notwithstanding anything to the contrary contained in
the Flow Agreement, the Servicer shall not make or permit any
modification, waiver or amendment of any term of any Mortgage Loan
that would cause any REMIC created under the Trust Agreement to
fail to qualify as a REMIC or result in the imposition of any tax
under Section 860F(a) or Section 860G(d) of the Code.
13. Section 2.03 (Collection of Mortgage Loan Payments) is hereby amended by
replacing the words "Continuously from the date hereof until the related
Transfer Date" in the first and second lines thereof to "Continuously
from the Closing Date until the date the Mortgage Loan ceases to be
subject to this Agreement."
14. Section 2.04 (Establishment of and Deposits to Custodial Account) is
hereby amended by replacing the words "Residential Fixed Rate Mortgage
Loans, Group No. 2000-1 and various Mortgagors" with the words "the SASCO
2004-22 Trust Fund".
15. Section 2.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (vi), by
replacing the period at the end of clause (vii) with a semicolon and by
adding the following new clauses (viii) and (ix):
(viii) to invest funds in the Custodial Account in Eligible
Investments in accordance with Section 2.10; and
(ix) to transfer funds to another Qualified Depository in
accordance with Section 2.10 hereof.
16. Section 2.06 (Establishment of and Deposits to Escrow Account) is hereby
amended by replacing the words "Residential Fixed Rate Mortgage Loans,
Group No. 2000-1, and various Mortgagors" with "the SASCO 2004-22 Trust
Fund."
17. Section 2.17 (Title, Management and Disposition of REO Property) is
hereby amended by:
(i) adding the following paragraph as the third paragraph of
such Section:
Notwithstanding anything to the contrary contained in this
Section 2.17, in connection with a foreclosure or acceptance of a
deed in lieu of foreclosure, in the event the Servicer has
reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the
Trustee or the Master Servicer otherwise requests, an
environmental inspection or review of such Mortgaged Property to
be conducted by a qualified inspector shall be arranged by the
Servicer. Upon completion of the inspection, the Servicer shall
provide the Trustee and the Master Servicer with a written report
of such environmental inspection. In the event that the
environmental inspection report indicates that the Mortgaged
Property is contaminated by hazardous or toxic substances or
wastes, the Servicer shall not proceed with foreclosure or
acceptance of a deed in lieu of foreclosure. In the event that the
environmental inspection report is inconclusive as to the whether
or not the Mortgaged Property is contaminated by hazardous or
toxic substances or wastes, the Servicer shall not, without
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the prior approval of the Master Servicer, proceed with
foreclosure or acceptance of a deed in lieu of foreclosure. In
such instance, the Master Servicer shall be deemed to have
approved such foreclosure or acceptance of a deed in lieu of
foreclosure unless the Master Servicer notifies the Servicer in
writing, within two (2) Business Days after its receipt of written
notice of the proposed foreclosure or deed in lieu of foreclosure
from the Servicer, that it disapproves of the related foreclosure
or acceptance of a deed in lieu of foreclosure. The Servicer shall
be reimbursed for all Servicing Advances made pursuant to this
paragraph with respect to the related Mortgaged Property from the
Custodial Account.
(ii) by replacing the existing third paragraph of such section
(before the amendment made by (i) above) by the following
paragraph:
The Servicer shall use its Best Efforts to dispose of the
REO Property as soon as possible and shall sell such REO Property
in any event within three years after title has been taken to such
REO Property, unless (a) a REMIC election has not been made with
respect to the arrangement under which the Mortgage Loans and the
REO Property are held, and (b) the Servicer determines, and gives
an appropriate notice to the Master Servicer to such effect, that
a longer period is necessary for the orderly liquidation of such
REO Property. If a period longer than three years is permitted
under the foregoing sentence and is necessary to sell any REO
Property, (i) the Servicer shall report monthly to the Master
Servicer as to the progress being made in selling such REO
Property and (ii) if, with the written consent of the Trustee, a
purchase money mortgage is taken in connection with such sale,
such purchase money mortgage shall name the Servicer as mortgagee,
and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate participation agreement
among the Servicer and Trustee shall be entered into with respect
to such purchase money mortgage. Notwithstanding anything herein
to the contrary, the Servicer shall not be required to provide
financing for the sale of any REO Property. Notwithstanding any
other provisions of this Agreement, no REO Property acquired by
the Trust Fund shall be rented (or allowed to continue to be
rented) or otherwise used or held by or on behalf of the Trust
Fund in such a manner, pursuant to any terms or for a period that
would: (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or (ii) result in the imposition of any tax upon any
REMIC included in the Trust Fund.
(iii) by adding the following paragraph to the end of such
section:
Prior to acceptance by the Servicer of an offer to sell any
REO Property, the Servicer shall notify the Master Servicer of
such offer in writing which notification shall set forth all
material terms of said offer (each a "Notice of Sale"). The Master
Servicer shall be deemed to have approved the sale of any REO
Property unless the Master Servicer notifies the Servicer in
writing, within five (5) days after its receipt of the related
Notice of Sale, that it disapproves of the related sale, in which
case the Servicer shall not proceed with such sale.
18. Section 3.01 (Remittances) is hereby amended and restated in its entirety
to read as follows:
On each Remittance Date the Servicer shall remit by wire
transfer of immediately available funds to the Master Servicer (a)
all amounts deposited in the Custodial Account
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as of the close of business on the last day of the related Due Period
(net of charges against or withdrawals from the Custodial Account
pursuant to Sections 2.04 and 2.05), minus (b) any amounts attributable
to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or REO Disposition Proceeds received after the
applicable Prepayment Period, which amounts shall be remitted on the
following Remittance Date, together with any additional interest required
to be deposited in the Custodial Account in connection with such
Principal Prepayment in accordance with Section 2.04(xi), and minus (c)
any amounts attributable to scheduled monthly payments on the Mortgage
Loans collected but due on a Due Date or Due Dates subsequent to the
first day of the month in which such Remittance Date occurs, which
amounts shall be remitted on the Remittance Date next succeeding the Due
Date related to such monthly payment.
With respect to any remittance received by the Master Servicer
after the Business Day on which such payment was due, the Servicer shall
pay to the Master Servicer interest on any such late payment at an annual
rate equal to the Prime Rate, adjusted as of the date of each change,
plus two (2) percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be deposited in
the Custodial Account by the Servicer on the date such late payment is
made and shall cover the period commencing with the day following such
Business Day and ending with the Business Day on which such payment is
made, both inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date. The payment
by the Servicer of any such interest shall not be deemed an extension of
time for payment or a waiver of any Event of Default by the Servicer.
All remittances required to be made to the Master Servicer shall
be made to the following wire account or to such other account as may be
specified by the Master Servicer from time to time:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO 2004-22
19. Section 3.02 (Statements to Purchaser) is hereby amended as follows:
(i) by replacing the first paragraph of such Section in its
entirety by the following two (2) paragraphs:
Not later than the fifth Business Day of each month, the
Servicer shall furnish to the Master Servicer (a) a monthly
remittance advice in the format set forth in Exhibit E-1 hereto
and a monthly defaulted loan report in the format set forth in
Exhibit E-2 hereto (or in such other format mutually agreed
between the Servicer and the Master Servicer) as to the
accompanying remittance and the period ending on the last day of
the preceding Determination Date and (b) all such information
required pursuant to clause (a) above on a magnetic tape or other
similar media reasonably acceptable to the Master Servicer.
A-8
(ii) by replacing the last paragraph of such Section 3.02 in its
entirety with the following paragraph:
Beginning with calendar year 2005, the Servicer shall
prepare and file any and all tax returns, information statements
or other filings for the portion of the tax year 2004 and the
portion of subsequent tax years for which the Servicer has
serviced some or all of the Mortgage Loans hereunder as such
returns, information statements or other filings are required to
be delivered to any governmental taxing authority or to the Master
Servicer pursuant to any applicable law with respect to the
Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Master Servicer with such
information concerning the Mortgage Loans as is necessary for the
Master Servicer to prepare the Trust Fund's federal income tax
return as the Master Servicer may reasonably request from time to
time.
20. Section 4.04 (Annual Statement as to Compliance) is hereby amended by (a)
replacing the words "The Seller shall deliver to the Purchaser on or
before March 31 of each year, beginning with March 31, 200_" with "The
Seller shall deliver to the Master Servicer on or before the fifteenth
day of March of each year, beginning with March 2005" in the first and
second lines of such section, (b) by adding "(a)" prior to the first
paragraph of such Section, and (c) by adding the following paragraph
after the first paragraph of such Section:
(b) For so long as a certificate under the Xxxxxxxx-Xxxxx
Act of 2002, as amended, ("Xxxxxxxx-Xxxxx") is required to be
given on behalf of the Trust Fund, no later than February 28th of
each year (or if not a Business Day, the immediately preceding
Business Day), or at any other time that the Master Servicer or
the Depositor provides a certification pursuant to Xxxxxxxx-Xxxxx
and upon thirty (30) days written request of such parties, an
officer of the Servicer shall execute and deliver an Officer's
Certificate to the Master Servicer and the Depositor for the
benefit of the Trust Fund and the Master Servicer and the
Depositor and their officers, directors and affiliates, in the
form of Exhibit G hereto.
21. Section 4.05 (Annual Independent Certified Public Accountants' Servicing
Report) is hereby amended by replacing the words "On or before March 31st
of each year beginning March 31, 200_" with "On or before the last day of
March of each year beginning March 2005" in the first and second lines of
such section.
22. The parties hereto acknowledge that Section 5.01 (Provision of
Information) and Section 5.02 (Financial Statements; Servicing
Facilities) are inapplicable to this Agreement.
23. Section 6.03 (Termination Upon Transfer of Servicing; Termination
Procedures) is hereby amended by replacing each reference to "Purchaser"
in the second paragraph with "Xxxxxx Brothers Holdings Inc."
24. Section 6.04 (Servicing Transfer Provisions) is hereby amended by
replacing each reference to "Purchaser" in the first and third paragraphs
with "Xxxxxx Brothers Holdings Inc."
25. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of
Seller and Others) are replaced by the following:
A-9
The Servicer shall indemnify the Trust Fund, the Depositor,
the Trustee and the Master Servicer and hold each of them harmless
against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that any
of such parties may sustain in any way related to the failure of
the Servicer to perform its duties and service the Mortgage Loans
in strict compliance with the terms of this Agreement or the
failure of the Servicer to comply with applicable law. The
Servicer immediately shall notify Xxxxxx Brothers Holdings Inc.,
the Depositor, the Master Servicer and the Trustee or any other
relevant party if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans, assume (with the prior
written consent of the indemnified party) the defense of any such
claim and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or any of such parties
in respect of such claim. The Servicer shall follow any written
instructions received from the Trustee in connection with such
claim. The Trustee, from the assets of the Trust Fund, promptly
shall reimburse the Servicer for all amounts advanced by it
pursuant to the preceding sentence except when the claim is in any
way relates to the failure of the Servicer to service and
administer the Mortgage Loans in strict compliance with the terms
of this Agreement.
The Trust Fund shall indemnify the Servicer and hold it
harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses
that the Servicer may sustain in any way related to the failure of
the Trustee or the Master Servicer to perform its duties in
compliance with the terms of this Agreement.
In the event a dispute arises between an indemnified party
and the Servicer with respect to any of the rights and obligations
of the parties pursuant to this Agreement and such dispute is
adjudicated in a court of law, by an arbitration panel or any
other judicial process, then the losing party shall indemnify and
reimburse the winning party for all attorney's fees and other
costs and expenses related to the adjudication of said dispute.
26. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Seller) is hereby amended in its entirety to read as
follows:
The Servicer shall neither assign this Agreement or the
servicing hereunder or delegate its rights or duties hereunder or
any portion hereof (to other than a third party in the case of
outsourcing routine tasks such as taxes, insurance and property
inspection, in which case the Servicer shall be fully liable for
such tasks as if the Servicer performed them itself) or sell or
otherwise dispose of all or substantially all of its property or
assets without the prior written consent of the Trustee and the
Master Servicer, which consent shall be granted or withheld in the
reasonable discretion of such parties; provided, however, that the
Servicer may assign its rights and obligations hereunder without
prior written consent of the Trustee and the Master Servicer to
any entity that is directly owned or controlled by the Servicer,
and the Servicer guarantees the performance of such entity
hereunder. In the event of such assignment by the Servicer, the
Servicer shall provide the Trustee and the Master Servicer with a
written statement guaranteeing the successor entity's performance
of the Servicer's obligations under the Agreement.
27. Section 11.01 (Events of Default) is hereby amended by replacing the last
paragraph thereof with the following:
A-10
Upon receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and
be vested in a successor Servicer appointed by Xxxxxx Brothers
Holdings Inc. and the Master Servicer. Upon written request from
the Seller, the Servicer shall prepare, execute and deliver to the
successor entity designated by the Seller any and all documents
and other instruments, place in such successor's possession all
Servicing Files, and do or cause to be done all other acts or
things necessary or appropriate to effect the purposes of such
notice of termination, including but not limited to the transfer
and endorsement or assignment of the Mortgage Loans and related
documents, at the Servicer's sole expense. The Servicer shall
cooperate with Xxxxxx Brothers Holdings Inc. and the Master
Servicer and such successor in effecting the termination of the
Servicer's responsibilities and rights hereunder, including
without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time
be credited by the Servicer to the Custodial Account or Escrow
Account or thereafter received with respect to the Mortgage Loans.
28. The parties hereto acknowledge that the word "Purchaser" in Section 11.02
(Waiver of Defaults) shall refer to the "Master Servicer with the prior
consent of the Trustee."
29. A new Section 11.03 (Termination Without Cause) is hereby added to read
as follows:
Section 11.03 Termination Without Cause.
This Agreement shall terminate upon: (i) the later of (a)
the distribution of the final payment or liquidation proceeds on
the last Mortgage Loan to the Trust Fund (or advances by the
Servicer for the same), and (b) the disposition of all REO
Property acquired upon foreclosure of the last Mortgage Loan and
the remittance of all funds due hereunder, or (ii) mutual consent
of the Servicer, Xxxxxx Brothers Holdings Inc. and the Master
Servicer in writing or (iii) at the sole option of the Xxxxxx
Brothers Holdings Inc., without cause, upon 30 days written
notice. Any such notice of termination shall be in writing and
delivered to the Servicer by registered mail to the address set
forth at the beginning of this Agreement. The Master Servicer, the
Trustee and the Servicer shall comply with the termination
procedures set forth in Sections 11.01 and 11.03.
In connection with any such termination referred to in
clause (ii) or (iii) above, Xxxxxx Brothers Holdings Inc. will be
responsible for reimbursing the Servicer for all unreimbursed
out-of-pocket Servicing Advances within 15 Business Days following
the date of termination and other reasonable and necessary
out-of-pocket costs associated with any transfer of servicing.
30. A new Section 11.04 (Successor to the Servicer) is hereby added to read
as follows:
Section 11.04 Successor to the Servicer.
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 8.03, 11.01 or 11.03, the Master Servicer shall, in
accordance with the provisions of the Trust Agreement (i) succeed
to and assume all of the Servicer's responsibilities, rights,
duties and obligations under this Agreement, or (ii) appoint a
successor meeting the eligibility requirements of this Agreement
and (iii) and which shall succeed to all rights and assume all of
the responsibilities, duties and
A-11
liabilities of the Servicer under this Agreement with the
termination of the Servicer's responsibilities, duties and
liabilities under this Agreement. Any successor to the Servicer
that is not at that time a Servicer of other mortgage loans for
the Trust Fund shall be subject to the approval of the Master
Servicer, Xxxxxx Brothers Holdings Inc., the Trustee and each
Rating Agency (as such term is defined in the Trust Agreement).
Unless the successor servicer is at that time a servicer of other
mortgage loans for the Trust Fund, each Rating Agency must deliver
to the Trustee a letter to the effect that such transfer of
servicing will not result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates.
In connection with such appointment and assumption, the Master
Servicer or Xxxxxx Brothers Holdings Inc., as applicable, may make
such arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in
excess of that permitted the Servicer under this Agreement. In the
event that the Servicer's duties, responsibilities and liabilities
under this Agreement should be terminated pursuant to the
aforementioned sections, the Servicer shall discharge such duties
and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof
with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no
action whatsoever that might impair or prejudice the rights or
financial condition of its successor. The resignation or removal
of the Servicer pursuant to the aforementioned sections shall not
become effective until a successor shall be appointed pursuant to
this Section 11.04 and shall in no event relieve the Servicer of
the representations and warranties made pursuant to Article X
shall be applicable to the Servicer notwithstanding any such
resignation or termination of the Servicer, or the termination of
this Agreement.
Within a reasonable period of time, but in no event longer
than 30 days of the appointment of a successor entity, the
Servicer shall prepare, execute and deliver to the successor
entity any and all documents and other instruments, place in such
successor's possession all Servicing Files, and do or cause to be
done all other acts or things necessary or appropriate to effect
the purposes of such notice of termination. The Servicer shall
cooperate with the Trustee and the Master Servicer, as applicable,
and such successor in effecting the termination of the Servicer's
responsibilities and rights hereunder and the transfer of
servicing responsibilities to the successor Servicer, including
without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time
be credited by the Servicer to the Custodial Account or any Escrow
Account or thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Trustee, the Servicer and the
Master Servicer an instrument (i) accepting such appointment,
wherein the successor shall make an assumption of the due and
punctual performance and observance of each covenant and condition
to be performed and observed by the Servicer under this Agreement,
whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer, with like effect as if originally
named as a party to this Agreement. Any termination or resignation
of the Servicer or termination of this Agreement pursuant to
Sections 11.01 or 11.03 shall not affect any claims that the
Master Servicer or the Trustee may have against the Servicer
arising out of the Servicer's actions or failure to act prior to
any such termination or resignation.
A-12
The Servicer shall deliver within three (3) Business Days
to the successor Servicer the funds in the Custodial Account and
Escrow Account and all Mortgage Loan Documents and related
documents and statements held by it hereunder and the Servicer
shall account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be required
to more fully and definitively vest in the successor all such
rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer.
Upon a successor's acceptance of appointment as such, the
Servicer shall notify the Trustee and Master Servicer of such
appointment in accordance with the notice procedures set forth
herein.
Except as otherwise provided in this Agreement, all
reasonable costs and expenses incurred in connection with any
transfer of servicing hereunder (whether as a result of
termination or removal of the Servicer or resignation of the
Servicer or otherwise), including, without limitation, the costs
and expenses of the Master Servicer or any other Person in
appointing a successor servicer, or of the Master Servicer in
assuming the responsibilities of the Servicer hereunder, or of
transferring the Servicing Files and the other necessary data to
the successor servicer shall be paid by the terminated, removed or
resigning Servicer from its own funds without reimbursement.
31. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added
to read as follows:
Section 12.11 Intended Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the
parties to this Agreement agree that it is appropriate, in
furtherance of the intent of such parties as set forth herein,
that the Master Servicer and the Trustee receive the benefit of
the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions.
The Servicer shall have the same obligations to the Master
Servicer and the Trustee as if they were parties to this
Agreement, and the Master Servicer and the Trustee shall have the
same rights and remedies to enforce the provisions of this
Agreement as if they were parties to this Agreement. The Servicer
shall only take direction from the Master Servicer (if direction
by the Master Servicer is required under this Agreement) unless
otherwise directed by this Agreement. Notwithstanding the
foregoing, all rights and obligations of the Master Servicer and
the Trustee hereunder (other than the right to indemnification)
shall terminate upon termination of the Trust Agreement and of the
Trust Fund pursuant to the Trust Agreement.
32. A new Section 12.12 (Acknowledgement) is hereby added to read as follows:
Acknowledgement. The Servicer hereby acknowledges that the rights
of Xxxxxx Brothers Holdings Inc. under the Servicing Agreement, as
amended by this Agreement, will be assigned to SASCO under the
Mortgage Loan Sale and Assignment Agreement, and subsequently to
the Trust Fund under the Trust Agreement and agrees that the
Mortgage Loan Sale and Assignment Agreement and the Trust
Agreement will each be an assignment and assumption agreement or
other assignment document required pursuant to Section 8.04 of the
Flow Agreement and will constitute an assignment and assumption of
the rights of Xxxxxx Brothers Holdings Inc. under the Servicing
Agreement to SASCO and the Trust Fund, as applicable. In addition,
the Trust Fund will
A-13
make a REMIC election. The Servicer hereby consents to such
assignment and assumption and acknowledges the Trust Fund's REMIC
election.
A-14
EXHIBIT B
Flow Agreement
See Exhibit 99.10
B-1
EXHIBIT C
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
[Reserved]
D-1
EXHIBIT E-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL, REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL, REQUIRED,
.00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
E-1-1
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
E-1-2
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
E-2-1
47. Loss Mit Approval Date
48. Loss Mit Removal Date
49. REO Flag
50. Actual REO Start Date
51. REO List Date
52. REO List Price
53. Date REO Offer Received
54. Date REO Offer Accepted
55. REO Scheduled Close Date
56. REO Actual Closing Date
57. REO Net Sales proceeds
58. REO Sales Price
59. Paid Off Code
60. Paid in Full Date
61. MI Certificate Number
62. MI Cost
63. Other Advance Expenses
64. T&I Advances
65. Interest Advances
66. Liquidation Status
67. BK Atty Fees & Costs
68. FC Atty Fees & Costs
69. Eviction Atty Fees & Costs
70. Appraisal, BPO Costs
71. Property Preservation Fees
72. Actual Claim Filed Date
73. Actual Claim Amount Filed
74. Claim Amount Paid
75. Claim Funds Received Date
76. Realized Gain or Loss
77. BK Flag
78. Bankruptcy Chapter
79. Actual Bankruptcy Start Date
80. Actual Payment Plan Start Date
81. Actual Payment Plan End Date
82. Date POC Filed
83. Date Filed Relief/Dismissal
84. Relief/Dismissal Hearing Date
85. Date Relief/Dismissal Granted
86. Post Petition Due Date
87. Prepayment Flag
88. Prepayment Waived
89. Prepayment Premium Collected
90. Partial Prepayment Amount Collected
91. Prepayment Expiration Date
92. Origination Value Date
93. Origination Value Source
94. Original Value Amount
95. FC Valuation Amount
96. FC Valuation Source
E-2-2
97. FC Valuation Date
98. REO Value Source
99. REO Value(As-is)
100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
E-2-3
EXHIBIT F
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
F-1
EXHIBIT G
[Date]
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mortgage Finance SASCO 2004-22
Aurora Loan Services Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn: E. Xxxx Xxxxxxxxxx
Reference is made to the Reconstituted Servicing Agreement dated as of
November 1, 2004 (the "Agreement"), by and between Xxxxxx Brothers Holdings Inc.
and First National Bank of Nevada (the "Servicer") and acknowledged by Aurora
Loan Services Inc. (the "Master Servicer") and Citibank, N.A., as Trustee (the
"Trustee"). I, [identify the certifying individual], a [title] of the Servicer,
hereby certify to the Master Servicer and Structured Asset Securities
Corporation (the "Depositor"), and their respective officers, directors and
affiliates, that:
1. I have reviewed the information required to be delivered to the
Master Servicer pursuant to the Agreement (the "Servicing Information").
2. Based on my knowledge, the information in the Annual Statement
of Compliance, and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans
submitted to the Master Servicer by the Servicer taken as a whole, does
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by the Annual Statement of Compliance;
3. Based on my knowledge, the Servicing Information required to be
provided to the Master Servicer by the Servicer under the Agreement has
been provided to the Master Servicer; and
4. I am responsible for reviewing the activities performed by the
Servicer under the Agreement and based upon the review required under the
Agreement, and except as disclosed in the Annual Statement of Compliance,
the Annual Independent Certified Public Accountant's Servicing Report and
all servicing reports, officer's certificates and other information
relating to the servicing of the Mortgage Loans submitted to the Master
Servicer by the Servicer, the Servicer has, as of the last day of
the period covered by the Annual Statement of Compliance fulfilled its
obligations under the Agreement; and
5. I have disclosed to the Master Servicer and the Depositor all
significant deficiencies relating to the Servicer's compliance with the
minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage
Bankers as set forth in the Agreement.
FIRST NATIONAL BANK OF NEVADA
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
G-2
