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" or "Master
Servicer") and CITIBANK, N.A., as trustee under the Trust Agreement defined
below (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 and Warranties Agreement, dated as of August 27, 2004
(the "Purchase Agreement"), and annexed as Exhibit B hereto.
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 and Adjustable Rate Residential Mortgage Loans,
dated as of September 24, 2004 (the "Master Interim Servicing Agreement"), by
and between Xxxxxx Brothers Bank and the Servicer.
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 Master Interim
Servicing 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
Master Interim Servicing 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 Master Interim
Servicing Agreement incorporated by reference herein (regardless of whether such
terms are defined in the Master Interim Servicing 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
Master Interim Servicing Agreement, except as otherwise provided herein and on
Exhibit A hereto, and that the provisions of the Master Interim Servicing
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 2, 2005. On
such date, the Servicer shall transfer all servicing of the Mortgage Loans in
accordance with the Master Interim Servicing 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 Master Interim Servicing
Agreement, the remittance on December18, 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 Master Interim Servicing 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 2, 2005), the Servicing Fee
for purposes of this Agreement shall equal 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
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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 Master Interim Servicing 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 Master
Interim Servicing Agreement to enforce the obligations of the Servicer under the
Master Interim Servicing Agreement and the term "Purchaser" as used in the
Master Interim Servicing 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 Master Interim Servicing 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 Master Interim Servicing 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 Master Interim Servicing 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 of "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 Mae" is hereby added to Article I to immediately
follow the definition of "Fidelity Bond," to read as follows:
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"Xxxxxx Xxx": 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
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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 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 Master Interim Servicing
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 and Adjustable Rate
Mortgage Loans, Group No. 2004-1 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 and Adjustable Rate
Mortgage Loans, Group No. 2004-1, 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 the prior approval of the Master Servicer,
proceed with foreclosure or acceptance of a
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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 as of the close of business on the
last day of the related Due Period (net of charges
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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, 2005" 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. The parties hereto acknowledge that Section 5.01 (Provision of Information)
and Section 5.02 (Financial Statements; Servicing Facilities) are
inapplicable to this Agreement.
22. Section 6.02 (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."
23. Section 6.03 (Servicing Transfer Provisions) is hereby amended by replacing
each reference to "Purchaser" in the first and third paragraphs with
"Xxxxxx Brothers Holdings Inc."
24. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller
and Others) are replaced by the following:
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
A-9
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.
25. 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.
Section 11.01 (Events of Default) is hereby amended by replacing the last
paragraph thereof with the following:
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
A-10
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.
26. 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."
27. 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.
28. 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
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).
A-11
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.
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
A-12
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.
29. 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.
30. 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 Master Interim Servicing
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 make a REMIC election. The Servicer hereby consents to such
assignment and assumption and acknowledges the Trust Fund's REMIC
election.
A-13
EXHIBIT B
Purchase Agreement
[INTENTIONALLY OMITTED]
B-1
EXHIBIT C
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Master Interim Servicing Agreement
See Exhibit 99.9
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.
000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, 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
G-1
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
