Exhibit 99.4
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of October 2003, by and between XXXXXX BROTHERS HOLDINGS INC., a
Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings") and GREENPOINT
MORTGAGE FUNDING, INC., a New York corporation (the "Servicer"), having an
office at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, recites and provides
as follows:
RECITALS
WHEREAS, Xxxxxx Brothers Bank, FSB (the "Bank") acquired certain
conventional, residential, fixed rate, first lien mortgage loans (the "Mortgage
Loans") from the Servicer, which Mortgage Loans were either originated or
acquired by the Servicer pursuant to the Flow Mortgage Loan Purchase, Warranties
and Servicing Agreement, dated as of August 1, 2003 (the "Flow Agreement"),
relating to Group No. 2003-FLOW and annexed as Exhibit B hereto.
WHEREAS, the Mortgage Loans are currently being serviced pursuant to the
Flow Agreement.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated October
1, 2003 (the "Assignment and Assumption Agreement") annexed as Exhibit C hereto,
the Seller acquired from the Bank all of the Bank's right, title and interest in
and to certain Mortgage Loans identified on Exhibit D (the "Serviced Mortgage
Loans") and assumed for the benefit of the Servicer and the Bank the rights and
obligations of the Bank as owner of such Serviced Mortgage Loans pursuant to the
Flow Agreement.
WHEREAS, the Seller has conveyed the Serviced Mortgage Loans to Structured
Asset Securities Corporation, a Delaware special purpose corporation ("SASCO"),
which in turn has conveyed the Serviced Mortgage Loans to Xxxxx Fargo Bank
Minnesota, National Association, as trustee (the "Trustee"), pursuant to a trust
agreement dated as of October 1, 2003 (the "Trust Agreement"), among the
Trustee, Aurora Loan Services Inc., as master servicer ("Aurora," and, together
with any successor Master Servicer appointed pursuant to the provisions of the
Trust Agreement, the "Master Servicer") and SASCO.
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 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.
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), 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 October 1, 2003, between U.S.
Bank, National Association and the Trustee.
3. Servicing. 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 Servicer
acknowledges, for purposes of determining its obligations with respect to the
Serviced Mortgage Loans under Flow Agreement and this Agreement, that the
Serviced Mortgage Loans are held by a REMIC and that a REMIC election is being
made with respect to the arrangement under which the Serviced Mortgage Loans are
held.
4. 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
2003-34A Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller 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 Section 10.01 of the Flow
Agreement. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer assume any of the obligations of the Seller 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.
5. 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.
6. 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
-2-
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.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing, SASCO
2003-34A
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled 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 2003-34A
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Xxxxx Fargo Bank Minnesota, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Client Manager - SASCO 2003-34A
Telephone: (000) 000-0000
Fascimile: (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: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
-3-
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
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.
7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK OR
OTHER CHOICE OF LAW RULES TO THE CONTRARY.
8. 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.
-4-
Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.
as Seller
By:_______________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
GREENPOINT MORTGAGE FUNDING, INC.,
as Servicer
By:_______________________________
Name:
Title:
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:__________________________________
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
By:___________________________________
Name: Xxx Xxxxx
Title: Vice President
EXHIBIT A
Modifications to the Flow Agreement
1. A new definition of "Best Efforts" is hereby added to Article I immediately
following the definition of "Assignment of Mortgage" to read as follows:
"Best Efforts": Efforts determined to be reasonably diligent by the
Seller in its sole discretion. Such efforts do not require the Seller
to enter into any litigation, arbitration or other legal or
quasi-legal proceeding, nor do they require the Seller to advance or
expend fees or sums of money in addition to those specifically set
forth in this Agreement.
2. The definition of "Determination Date" in Article I is hereby amended in
its entirety to read as follows:
"Determination Date": The fifteenth (15th) day of the calendar month
of the related Remittance Date (or if such day is not a Business Day,
the Business Day immediately preceding such day).
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 GNMA, Xxxxxx Mae 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
A-2
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 new definition of "Xxxxxx Mae" is hereby added to Article I immediately
following the definition of "Xxxxxxx Mac" to read as follows:
A-3
"Xxxxx Xxx": The Government National Mortgage Association, or any
successor thereto.
5. The definition of "Monthly Advance" in Article I is hereby amended in its
entirety to read as follows:
"Monthly Advance": With respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the
interest portion of such Monthly Payment adjusted to the Mortgage Loan
Remittance Rate) that was due on the Mortgage Loan on the Due Date in
the related Due Period, and that (i) was delinquent at the close of
business on the related Determination Date and (ii) was not the
subject of a previous Monthly Advance, but only to the extent that
such amount is expected, in the reasonable judgment of the Seller, to
be recoverable from collections or other recoveries in respect of such
Mortgage Loan. To the extent that the Seller determines that any such
amount is not recoverable from collections or other recoveries in
respect of such Mortgage Loan, such determination shall be evidenced
by a certificate of a Servicing Officer delivered to the Master
Servicer setting forth such determination and the procedures and
considerations of the Seller forming the basis of such determination,
which shall include a copy of any broker's price opinion and any other
information or reports obtained by the Seller which may support such
determinations.
6. The definition of "Mortgage Loan" in Article I is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage Loan which
has been purchased from the Seller 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.
7. The definition of "Mortgage Loan Schedule" in Article I is hereby amended
in its entirety to read as follows:
"Mortgage Loan Schedule": The schedule of Mortgage Loans attached as
Exhibit D to this Agreement setting forth certain information with
respect to the Mortgage Loans purchased from the Seller by Xxxxxx
Brothers Bank, FSB pursuant to the Purchase Agreement.
8. The definition of "Prepayment Interest Shortfall Amount" in Article I is
hereby amended in its entirety to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied to such
Mortgage Loan prior to such Mortgage Loan's Due Date in such Due
Period, the amount of interest (net the related Servicing Fee for
Principal Prepayments in full) that would have accrued on the amount
of such Principal Prepayment during the period commencing on the date
as of which such Principal Prepayment was applied to such Mortgage
Loan and ending on the day immediately preceding such Due Date,
inclusive.
A-4
9. A new definition of "Prepayment Period" is hereby added to Article I
immediately following the definition of "Prepayment Interest Shortfall" to
read as follows:
"Prepayment Period": The second day of the month preceding the month
in which the Distribution Date occurs and ending on the first day of
the month in which such Distribution Date occurs.
10. 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.
11. 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:
(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 Seller 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 Seller, the Seller 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 Seller's interest therein shall be
transferable to any successor Seller or the Master Servicer hereunder;
and
A-5
(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.
12. The definition of "Servicing Fee" in Article I is hereby amended in its
entirety to read as follows:
"Servicing Fee": An amount equal to one-twelfth the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of the
Mortgage Loan. The Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds) of such Monthly Payment collected by the Seller
or as otherwise provided under this Agreement.
13. The Definition of "Servicing Fee Rate" in Article I is hereby amended in
its entirety to read as follows:
"Servicing Fee Rate": 0.25% per annum.
14. Section 2.03 (Custodial Agreement; Delivery of Documents) shall be
superceded by the Custodial Agreement.
15. Article III (Purchase Price) shall be inapplicable to this Agreement.
16. Four new paragraphs are hereby added at the end of Section 4.03 (Remedies
for Breach of Representations and Warranties) to read as follows:
It is understood and agreed that the representations and
warranties set forth in Section 4.01 (a) through (h) and (k) through
(o) are hereby restated as of the Closing Date and shall survive the
engagement of the Seller to perform the servicing responsibilities
hereunder and the delivery of the Servicing Files to the Seller and
shall inure to the benefit of the Trustee, the Trust Fund and the
Master Servicer. Upon discovery by either the Seller, the Master
Servicer or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely affects
the ability of the Seller to perform its duties and obligations under
this Agreement or otherwise materially and adversely affects the value
of the Mortgage Loans, the Mortgaged Property or the priority of the
security interest on such Mortgaged Property or the interest of the
Trustee or the Trust Fund, the party discovering such breach shall
give prompt written notice to the other.
Within 60 days of the earlier of either discovery by or notice to
the Seller of any breach of a representation or warranty set forth in
Section 4.01 which materially and adversely affects the ability of the
Seller to perform its duties and obligations under this Agreement or
otherwise materially and adversely affects the value of the Mortgage
Loans, the Mortgaged Property or the priority of the security interest
on such Mortgaged Property, the Seller shall use its best efforts
promptly to cure such breach in all material respects and, if such
breach cannot be cured, the Seller shall, at the Master Servicer's
option, assign the Seller's rights and obligations under this
Agreement (or respecting the affected Loans) to a successor servicer
selected by the Master Servicer with the prior consent and approval of
the Trustee. Such assignment shall be made in accordance with Section
12.01.
A-6
In addition, the Seller shall indemnify (from its own funds) the
Trustee, the Trust Fund and Master Servicer and hold each of them
harmless against any costs resulting from any claim, demand, defense
or assertion based on or grounded upon, or resulting from, a breach of
the Seller's representations and warranties contained in this
Agreement. It is understood and agreed that the remedies set forth in
this Section 4.03 constitute the sole remedies of the Master Servicer,
the Trust Fund and the Trustee respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Seller relating to or arising out
of the breach of any representations and warranties made in Section
4.01 shall accrue upon (i) discovery of such breach by the Seller or
notice thereof by the Trustee or Master Servicer to the Seller, (ii)
failure by the Seller to cure such breach within the applicable cure
period, and (iii) demand upon the Seller by the Trustee or the Master
Servicer for compliance with this Agreement.
17. Section 5.01 (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 judgement 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:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Seller 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 Seller
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.
18. Section 5.04 (Establishment of and Deposits to Custodial Account) is hereby
amended by:
(i) replacing the words "Xxxxxx Brothers Bank, purchase of
Conventional Residential Adjustable and Fixed Rate Mortgage Loans, Group
No. 2003-FLOW" with the words "the SASCO 2003-34A Trust Fund";
(ii) by deleting the word "and" at the end of clause (xii), by
replacing the period at the end clause (xiii) with a semicolon, and by
adding the following new clause (xiv), to read as follows:
A-7
(xiv) all Monthly Advances made by the Seller.
19. Section 5.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (vii), by replacing
the period at the end of clause (viii) with a semicolon and by adding the
following new clause (ix), to read as follows:
(ix) to reimburse itself for Monthly Advances of the
Seller's funds, the Seller's right to reimburse itself pursuant
to this clause (viii) with respect to any Mortgage Loan being
limited to amounts received on or in respect of the related
Mortgage Loan which represent late recoveries of payments of
principal or interest with respect to which a Monthly Advance was
made, it being understood that, in the case of any such
reimbursement, the Seller's right thereto shall be prior to the
rights of the Trust Fund.
20. Section 5.06 (Establishment of and Deposits to Escrow Account) is hereby
amended by replacing the words "Xxxxxx Brothers Bank, FSB, purchase of
Conventional Residential Adjustable and Fixed, Group No. 2003-FLOW, and
various Mortgagors" with "the SASCO 2003-34A Trust Fund."
21. Section 5.17 (Title, Management and Disposition of REO Property) is hereby
amended by:
(i) amending in its entirety the third paragraph of such section as
follows:
The Seller 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 Seller 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 Seller
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
Seller as mortgagee, and such purchase money mortgage shall not be
held pursuant to this Agreement, but instead a separate participation
agreement among the Seller and Trustee shall be entered into with
respect to such purchase money mortgage. Notwithstanding anything
herein to the contrary, the Seller shall not be required to provide
financing for the sale of any REO Property.
(ii) amending in its entirety the fourth paragraph of such Section as
follows:
Notwithstanding anything to the contrary contained in this
Section 5.17, in connection with a foreclosure or acceptance of a deed
in lieu of foreclosure, in the event the Seller 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 Seller. Upon completion of the inspection, the Seller
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
A-8
toxic substances or wastes, the Seller 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 Seller shall not, without 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 Seller 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 Seller, that it disapproves of the related
foreclosure or acceptance of a deed in lieu of foreclosure. The Seller
shall be reimbursed for all Servicing Advances made pursuant to this
paragraph with respect to the related Mortgaged Property from the
Custodial Account.
(iii) amending in its entirety the fifth paragraph of such Section as
follows:
Prior to acceptance by the Seller of an offer to sell any REO
Property, the Seller 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 Seller 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 Seller shall not proceed with such
sale.
22. Section 6.01 (Remittances) is hereby amended and restated in its entirety
to read as follows:
On each Remittance Date the Seller shall remit by wire transfer
of immediately available funds to the Master Servicer (a) all amounts
deposited in the Custodial Account 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 5.04 and
5.05), plus (b) all Monthly Advances, if any, which the Seller is
obligated to make pursuant to this Agreement, minus (c) 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 5.04(xii), and minus (d) 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 Seller 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 Seller 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.
A-9
The payment by the Seller of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default by
the Seller.
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
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 2003-34A
23. Section 6.02 (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 Seller
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 Seller 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.
(ii) by replacing the last paragraph of such Section 3.02 in its
entirety with the following paragraph:
Beginning with calendar year 2004, the Seller shall prepare and
file any and all tax returns, information statements or other filings
for the portion of the tax year 2003 and the portion of subsequent tax
years for which the Seller 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 Seller 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.
24. Section 6.04 (Monthly Advances by Seller) is hereby amended and replaced in
its entirety by the following paragraph:
Section 6.04 Monthly Advances by Seller.
On the Business Day immediately preceding each Remittance Date,
the Seller shall deposit in the Custodial Account from its own funds
an amount equal to all Monthly Payments (with interest adjusted to the
Mortgage Loan Remittance Rate) which were due on the Mortgage Loans
during the applicable Due Period and which were delinquent at
A-10
the close of business on the immediately preceding Determination Date
or which were deferred pursuant to Section 5.01. The Seller's
obligation to make such Monthly Advances as to any Mortgage Loan will
continue through the last Monthly Payment due prior to the payment in
full of the Mortgage Loan, or through the last Remittance Date prior
to the Remittance Date for the distribution of all Liquidation
Proceeds and other payments or recoveries (including Insurance
Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan
unless the Seller deems such Monthly Advances to be unrecoverable, as
evidenced by an Officer's Certificate of the Seller delivered to the
Master Servicer.
Any amounts held for future distribution and so used to make Monthly
Advances shall be replaced by the Seller by deposit in the Custodial
Account on or before any future Remittance Date if funds in the
Custodial Account on such Remittance Date shall be less than payments
to the Trust Fund required to be made on such Remittance Date.
25. Section 7.04 (Annual Audit Report) is hereby amended by replacing the words
"the Purchaser" in the fourth line with the words "Xxxxxx Brothers Holdings
Inc. and the Master Servicer."
26. Section 7.05 (Annual Officer's Certificate) is hereby amended by replacing
the words "the Purchaser" in the second line with the words "Xxxxxx
Brothers Holdings Inc. and the Master Servicer."
27. A new Section 7.07 (SEC Certificate) is hereby added to this Agreement to
read as follows:
Section 7.07 SEC Certificate.
By February 28th of each year, or at any other time upon thirty
(30) days written request, an officer of the Seller shall execute and
deliver an Officer's Certificate substantially in the form of Exhibit
F attached hereto, signed by the senior officer in charge of servicing
of the Seller or any officer to whom that officer reports, to the
Master Servicer and Depositor for the benefit of such the Master
Servicer and their respective officers, directors and affiliates.
Notwithstanding the foregoing, in the event that as to any year a
report on Form 10-K is not required to be filed with the Securities
and Exchange Commission with respect to the related securitization
transaction for the prior calendar year, then (i) the Depositor shall
notify the Seller of that fact, and (ii) the Seller shall not be
required to provide the Officer's Certificate described in this
subsection (a).
28. Sections 9.02 (Limitation on Liability of Seller and Others) is replaced by
the following:
The Seller shall indemnify the Trust Fund, 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, judgements, and any other
costs, fees and expenses that any of such parties may sustain in any
way related to the failure of the Seller to perform its duties and
service the Mortgage Loans in strict compliance with the terms of this
Agreement. The Seller immediately shall notify Xxxxxx Brothers
Holdings Inc., 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 judgement or decree which may
be entered against it or any of such parties in respect of such claim.
The Seller shall follow any
A-11
written instructions received from the Trustee in connection with such
claim. The Trustee, from the assets of the Trust Fund, promptly shall
reimburse the Seller 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 Seller to service and administer the Mortgage Loans in
strict compliance with the terms of this Agreement.
The Trust Fund shall indemnify the Seller 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 Seller 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 Seller 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.
29. The first paragraph of Section 9.03 (Limitation on Resignation and
Assignment by Seller) is hereby amended in its entirety to read as follows:
The Seller 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 Seller shall be fully liable for such tasks as if the Seller
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 Seller 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 Seller, and the Seller guarantees the performance of such
entity hereunder. In the event of such assignment by the Seller, the
Seller shall provide the Trustee and the Master Servicer with a
written statement guaranteeing the successor entity's performance of
the Seller's obligations under the Agreement.
30. Section 10.01 (Events of Default) is hereby amended as follows:
(a) Amending Subsection 10.01(g) in its entirety to read as follows:
"the Interim Servicer at any time is neither a Xxxxxx Mae or Xxxxxxx Mac
approved servicer, and the Master Servicer has not terminated the rights
and obligations of the Interim Servicer under this Agreement and replaced
the Interim Servicer with a Xxxxxx Mae or Xxxxxxx Mac approved servicer
within 30 days of the absence of such approval; or".
(b) Replacing the last paragraph thereof with the following:
Upon receipt by the Seller of such written notice, all authority
and power of the Seller under this Agreement, whether with respect to
the Mortgage Loans or otherwise, shall pass to and be vested in a
successor servicer appointed by the Xxxxxx Brothers Holdings Inc. and
the Master Servicer. Upon written request from the Seller, the Seller
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
A-12
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
Seller's sole expense. The Seller shall cooperate with Xxxxxx Brothers
Holdings Inc. and the Master Servicer and such successor in effecting
the termination of the Seller'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 Seller to the Custodial Account or Escrow Account or
thereafter received with respect to the Mortgage Loans.
31. The parties hereto acknowledge that the word "Purchaser" in Section 10.02
(Waiver of Defaults) shall refer to the "Master Servicer with the prior
consent of the Trustee."
32. Section 11.02 (Termination Without Cause) is hereby amended as follows:
(a) Adding the following paragraph after the first paragraph in such
section:
In connection with any such termination referred to in clause
(ii) or (iii) above, Xxxxxx Brothers Holdings Inc. will be responsible
for reimbursing the Seller 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.
33. Section 12.01 (Successor to Seller) is hereby amended in its entirety to
read as follows:
Simultaneously with the termination of the Seller's
responsibilities and duties under this Agreement pursuant to Sections
8.05, 10.01, 11.01(ii) or 11.02, the Master Servicer shall, in
accordance with the provisions of the Trust Agreement (i) succeed to
and assume all of the Seller'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 liabilities of the Seller under this Agreement with the
termination of the Seller's responsibilities, duties and liabilities
under this Agreement. Any successor to the Seller that is not at that
time a Seller 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 Seller under this Agreement. In the event that the
Seller's duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the
Seller 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 Seller pursuant to the aforementioned
A-13
sections shall not become effective until a successor shall be
appointed pursuant to this Section 12.01 and shall in no event relieve
the Seller of the representations and warranties made pursuant to
Sections 4.01 or 4.02 shall be applicable to the Seller
notwithstanding any such resignation or termination of the Seller, 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 Seller 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 Seller shall cooperate with the Trustee and the
Master Servicer, as applicable, and such successor in effecting the
termination of the Seller's responsibilities and rights hereunder and
the transfer of servicing responsibilities to the successor Seller,
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 Seller 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 Seller 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 Seller under this Agreement, whereupon such successor
shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Seller, with like
effect as if originally named as a party to this Agreement. Any
termination or resignation of the Seller or termination of this
Agreement pursuant to Sections 8.05, 10.01, 11.01 or 11.02 shall not
affect any claims that the Master Servicer or the Trustee may have
against the Seller arising out of the Seller's actions or failure to
act prior to any such termination or resignation.
The Seller shall deliver within three (3) Business Days to the
successor Seller 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 Seller 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 Seller.
Upon a successor's acceptance of appointment as such, the Seller
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 Seller or resignation of the Seller 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 Seller 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.
34. A new Section 12.20 (Intended Third Party Beneficiaries) is hereby added to
read as follows:
A-14
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
Seller 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 Seller 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.
A-15
EXHIBIT B
Flow Agreement
See Item #99.7
B-1
EXHIBIT C
Assignment and Assumption Agreement
[Intentionally Omitted]
C-1
EXHIBIT D
Serviced Mortgage Loan Schedule
[Intentionally Omitted]
D-1
EXHIBIT E-1
FORM OF 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 BALANCE 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, .00 IF NOT APPLICABLE Number two decimals
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%
Example .0025000 for .25%
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
FIELD NAME DESCRIPTION
---------- -----------
% of MI Coverage % of MI Coverage
Actual MI Claim Filed Date The date the Claim to the MI Company was filed
Actual Bankruptcy Start Date (filing date) Actual Bankruptcy Start Date (filing date)
Actual Claim Amount Filed The amount claimed to the MI company on the MI claim
Actual Discharge Date Date Bankruptcy was Discharged
Actual Due Date Next Payment Due Date
Actual Eviction Complete Date Actual Eviction Complete Date
Actual Eviction Start Date Actual Eviction Start Date
Actual First Legal Date Actual First Legal Date
Actual Notice of Intent Date (breach letter date) Actual Notice of Intent Date (breach letter date)
Actual Payment Plan End Date The date the Last Pre-petition payment is due from the Trustee in a chapter 13 BK
Actual Payment Plan Start Date The date the First Pre-petition payment is due from the Trustee in a chapter 13 BK
Actual Redemption End Date Actual Redemption End Date
Actual REO Start Date The date the account was received by the REO Deaprtment
Appraisal, BPO Costs Total expenses incurred for the purpose of BPO's or Appraisals.
Bankruptcy Chapter Bankruptcy Chapter 7,11,13
BK Atty Fees & Costs BK Atty Fees & Costs
BK Flag (Man Code) A code that identifies the account as an active Bankruptcy.
Bnk Case # (7 digit only) Bnk Case # (7 digit only)
City City
Claim Amount Paid MI Claim Amount
Claim Funds Received Date The date the MI Claim funds were received from the MI Company Confirmation Hearing
Date
Current Interest Rate Current Interest Rate
Current Loan Amount Unpaid Principal Balance
Current P&I Payment Amount Current P&I Payment Amount
Date Bid Instructions Sent Date Bid Instructions Sent to Attorney
Date Filed Relief/Dismissal The date the motion for Relief or Dismissal was filed with the BK Court
Date Loan Reinstated Date Loan Reinstated
Date POC Filed Date proof of claim filed
Date Relief/Dismissal Granted The date the BK court granted the motion for Relief or Dismissal
Date REO Offer Accepted Date REO Offer Accepted
Date REO Offer Received Date REO Offer Received
Deal Identifier by Loan Security Name/Cross reference Investor ID (Servicer to Cross reference)
Delinquency Status (Man Code) 30, 60, 90, BK, FC, REO, Claims or a code that can be
E-2-1
decoded to determine the current status of the account.
Loss Mit Denial Date Loss Mit Denial Date
Eviction Atty Fees & Costs Eviction Atty Fees & Costs
F/B 1st Due (if applicable) F/B 1st Due (if applicable)
F/B Last Due (if applicable) F/B Last Due (if applicable)
FC Atty Fees & Costs FC Atty Fees & Costs
FC Flag A code that identifies the account as an active Foreclosure.
FC Start Date (referral date) FC Start Date (referral date)
FC Suspended Date FC Suspended Date
FC Valuation Amount The value of the property as determined for the purpose of foreclosure.
FC Valuation Date The date the property value was determined for the purpose of foreclosure.
FC Valuation Source The type of valuation that was used to determine the Fc Valuation amount.
FHA 27011A Transmitted Date FHA 27011A Transmitted Date
FHA 27011B Transmitted Date FHA 27011B Transmitted Date
FHA Case # FHA Case #
FHA Part A Funds Received Date FHA Part A Funds Received Date
First Payment Date First Payment Date
Foreclosure Actual Sale Date Date F/C Sale Held
VA Gaurantee % VA Gaurantee %
Interest Advances Interest Advances
Investor Loan Number Investor Loan Number
INVESTOR/SECURITY BILLING SENT DATE Date claim submitted to investor
Liquidation Status Type of PIF, S/S, 3rd Party etc.
VA Loan Gaurantee Certificate Number VA Loan Gaurantee Certificate Number
Loan Number Servicer Loan Number
Loan Term Loan Term
Loan Type Loan Type
Loss Mit Approval Date Loss Mit Approval Date
Loss Mit Flag (Man Code) A code that identifies the account as an active Loss Mit account.
Loss Mit Removal Date The date the Loss Mit Department determined that Loss Mit Options were no longer a
viable option.
Loss Mit Start Date Loss Mit Set-up Date
Loss Mit Type S/S, Forbearance, Repay, Mod,etc.
Loss Mit Workstation Status Completed, Removed, Active
MI Certificate Number MI Certificate Number
MI Cost Price percentage, lender paid only
MI Coverage Y/N MI Coverage Y/N
Monthly MIP Cost The monthly fee paid to HUD to maintain coverage on the account.
Next Payment Adjustment Date Next Payment Adjustment Date
Next Rate Adjustment Date Next Rate Adjustment Date
Occupancy Status Occupancy Status
Occupancy Status Date The date the occupancy status reported was determined.
Original Loan Amount Original Loan Amount
Original Value Amount The value of the property as determined at the origination of the account.
E-2-2
Origination Date The date the closing occurred to originate the loan.
ORIGINATION VALUE DATE The date the original Value Amount was determined.
ORIGINATION VALUE SOURCE The type of valuation that was used to determine the Original Value amount.
Other Advance Expenses Total Advances minus all other/detail and total Ownership Code
Paid in Full Date Date loan liquidated from system UPB removed Paid Off Code
Part B Funds Received Date FHA/VA Only
Partial Prepayment Amount Collected
Post Petition Due Date
Prepayment Expiration Date Term
Prepayment Flag
Prepayment Premium Collected
Prepayment Waived
Product Type
Property Condition
PROPERTY PRESERVATION FEES
Property Type
Realized Gain or Loss
Reason for Default
Reason Suspended
Relief/Dismissal Hearing Date
REO Repaired Value
REO Value(As-is)
REO Actual Closing Date
REO Flag (Man Code)
REO List Date
REO List Price
REO Net Sales proceeds
REO Sales Price
REO Scheduled Close Date
REO Value Date
REO VALUE SOURCE
Repay First Due Date
Repay Last Due Date
Repay Next Due Date
Repay Plan Broken Date
Repay Plan Created Date
SBO LOAN NUMBER
Scheduled Balance
Scheduled Due Date
Servicing Fee
State
Street Address
T&I Advances
Title Approval Letter Received Date
Title Package to HUD Date
Title Package to VA Date
E-2-3
VA Claim Funds Received Date
VA Claim Submitted Date
VA FIRST FUNDS RECEIVED AMOUNT
VA FIRST FUNDS RECEIVED DATE
VA XXX Submitted Date
ZIP CODE
FNMA ACTION CODE
FNMA DELINQUENCY REASON CODE
E-2-4
EXHIBIT F
SEC CERTIFICATION
[Date]
Structured Asset Securities Corporation
745 7th Avenue, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2003-34A
Reference is made to the Reconstituted Servicing Agreement dated as of October
1, 2003 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc. (the
"LBH") and GreenPoint Mortgage Funding, Inc. (the "Servicer") and acknowledged
by Aurora Loan Services, Inc. (the "Master Servicer") and Xxxxx Fargo Bank
Minnesota, National Association, 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, and with the knowledge and
intent that they will rely upon this certification, 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 Servicing Information does not contain any
material untrue information or omit to state information necessary to make
the Servicing Information, in light of the circumstances under which such
information was provided, not misleading as of the date of this
certification;
3. Based on my knowledge, the Servicing Information has been provided to the
Master Servicer when and as required under the Agreement; and
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement, and based upon my knowledge and the review required
under the Agreement, and except as disclosed in writing to you on or prior
to the date of this certification either in the accountants' report
required under the Agreement or in disclosure a copy of which is attached
hereto, the Servicer has, for the period covered by the Form 10-K Annual
Report, fulfilled its obligations under this Agreement.
GREENPOINT MORTGAGE FUNDING, INC.
Name: ____________________________
Title: ____________________________
Date: ____________________________
F-1
