EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of January, 2004, by and between ▇▇▇▇▇▇ BROTHERS HOLDINGS
INC., a Delaware corporation (the "Seller" or "▇▇▇▇▇▇ Brothers Holdings"), and
BANK OF AMERICA, N.A., a national banking association (referred to herein as the
"Servicer"), recites and provides as follows:
RECITALS
WHEREAS, the ▇▇▇▇▇▇ Brothers Bank, FSB (the "Bank") acquired certain
conventional, adjustable-rate, residential, first lien mortgage loans (the
"Mortgage Loans") from the Servicer, which Mortgage Loans were either originated
or acquired by the Servicer pursuant to a Mortgage Loan Sale and Servicing
Agreement between the Bank, as Purchaser, and the Servicer, as Seller and as
Servicer, dated December 1, 2003 for Adjustable Rate Mortgage Loans (the
"MLSSA") which is annexed hereto as Exhibit B.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated
January 1, 2004 (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 the mortgage loans currently serviced under the MLSSA and
assumed for the benefit of each of the Servicer and the Bank the rights and
obligations of the Bank as owner of such mortgage loans pursuant to the MLSSA.
WHEREAS, the Seller has conveyed certain Mortgage Loans identified on
Exhibit D hereto (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 HSBC Bank USA (the "Trustee"), pursuant
to a trust agreement, dated as of January 1, 2004 (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"), ▇▇▇▇▇ Fargo Bank, National
Association, as securities administrator and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by
the Servicer pursuant to the MLSAA.
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 and the Master Servicer to terminate the rights and
obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
MLSSA 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 certain
circumstances, to terminate 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 MLSSA
incorporated by reference herein (regardless of whether such terms are defined
in the MLSSA), 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 January 1, 2004, 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
MLSSA, except as otherwise provided herein and on Exhibit A hereto, and that the
provisions of the MLSSA, as so modified, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Subsection 11.05 and Subsection 11.15 of the MLSSA, the remittance on
February 18, 2004 to the Trust Fund is to include principal due after January 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 clauses (b), (c) and (d) of Subsection 11.15 of the MLSSA.
5. 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
SARM 2004-1 Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as ▇▇▇▇▇▇ Brothers Holdings under the
MLSSA to enforce the obligations of the Servicer under the MLSSA and the term
"Purchaser" as used in the MLSSA 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
Subsection 13.01 of the MLSSA. Notwithstanding anything herein to the contrary,
in no event shall the Master Servicer assume any of the obligations of ▇▇▇▇▇▇
Brothers Holdings under the MLSSA 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.
6. 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 (other than those
representations and warranties made by the Servicer in Subsection 7.01 of the
MLSSA) in connection with the transactions contemplated by the Trust Agreement
and issuance of the Certificates issued pursuant thereto.
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7. 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.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Master Servicing,
SARM 2004-1
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled to the following wire account:
JPMorgan Chase Bank
New York, New York
ABA#: ▇▇▇-▇▇▇-▇▇▇
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SARM 2004-1
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
HSBC Bank USA
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Issuer Services, SARM 2004-1
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
▇▇▇▇▇▇ Brothers Holdings Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Contract Finance- ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
With a copy to:
▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
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All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the MLSSA.
8. 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.
9. 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.
▇▇▇▇▇▇ BROTHERS HOLDINGS INC.,
as Seller
By:____________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
BANK OF AMERICA, N.A.,
as Servicer
By:____________________________________
Name:
Title:
Acknowledged:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:_____________________________________
Name: E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
HSBC BANK USA
as Trustee
By:_____________________________________
Name:
Title:
EXHIBIT A
Modifications to the MLSSA
1. Unless otherwise specified herein, any provisions of the MLSSA,
including definitions, relating to (i) representations and warranties
relating to the Mortgage Loans and not relating to the servicing of the
Mortgage Loans, (ii) Mortgage Loan repurchase and indemnification
obligations relating to such representations and warranties, (iii)
Whole-Loan Transfers, Agency Transfers and Securitizations, and (iv)
Assignments of Mortgage, shall be disregarded for purposes relating to
this Agreement. The exhibits to the MLSSA and all references to such
exhibits shall also be disregarded.
2. A new definition of "Best Efforts" is hereby added to Section 1 to
immediately follow the definition of "Assignment of Mortgage", to read
as follows:
Best Efforts: Efforts determined to be reasonably diligent by
the Servicer in its reasonable 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.
3. The definition of "Eligible Investments" in Section 1 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 ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇
or ▇▇▇▇▇▇▇ 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 unguaranteed
obligation rated by each Rating Agency in its highest
short-term rating category;
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(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 either 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 "▇▇▇▇▇▇ ▇▇▇" is hereby added to Section 1 to
immediately follow the definition of "▇▇▇▇▇▇▇ Mac," to read as follows:
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▇▇▇▇▇▇ ▇▇▇: The Government National Mortgage Association, or
any successor thereto.
5. The definition of "Mortgage Loan" in Section 1 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 ▇▇▇▇▇▇ 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" in Section 1 is hereby
amended in its entirety to read as follows:
Mortgage Loan Schedule: The schedule of Mortgage Loans setting
forth certain information with respect to the Mortgage Loans
which were purchased from the Servicer by ▇▇▇▇▇▇ Brothers
Bank, FSB, which Mortgage Loan Schedule is attached as Exhibit
D to this Agreement.
7. The definition of "Opinion of Counsel" in Section 1 is hereby amended
by adding the following proviso at the end of such definition:
provided that any Opinion of Counsel relating to (a)
qualification of the Mortgage Loans in a REMIC or (b)
compliance with the REMIC Provisions, must be an opinion of
counsel who (i) is in fact independent of the Servicer and the
Master Servicer of the Mortgage Loans, (ii) does not have any
material direct or indirect financial interest in the Servicer
or the Master Servicer of the Mortgage Loans or in an
affiliate of either and (iii) is not connected with the
Servicer or the Master Servicer of the Mortgage Loans as an
officer, employee, director or person performing similar
functions.
8. The definition of "P&I Advance" in Section 1 is hereby deleted in its
entirety and the definition of Monthly Advance is added to read as
follows and moved in Section 1 to immediately follow the definition of
"LTV" and all references to "P&I Advance" shall be replaced with
"Monthly Advance":
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 Servicer, to be
recoverable from collections or other recoveries in respect of
such Mortgage Loan. To the extent that the Servicer 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.
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9. A new definition of "Prepayment Interest Shortfall Amount" is hereby
added to Section 1 to immediately follow the definition of "Person," to
read as follows:
Prepayment Interest Shortfall Amount: With respect to any
Mortgage Loan that was subject to a Principal Prepayment in
full 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 of
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; such amount of interest shall not exceed the
amount of the related Servicing Fee.
10. The definition of "Principal Prepayment" is hereby amended and restated
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.
11. A new definition of "Principal Prepayment Period" is hereby added to
Section 1 to immediately follow the definition of "Principal
Prepayment," to read as follows:
Principal Prepayment Period: The month preceding the month in
which the related Remittance Date occurs.
12. The definition of "Qualified Depository" is hereby amended and restated
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) ▇▇▇▇▇▇ Brothers Bank, FSB, a federal savings bank.
13. A new definition of "Qualified GIC" is hereby added to Section 1 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 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;
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(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.
14. A new definition of "Rating Agency" is hereby added to Section 1 to
immediately follow the definition of "Qualified GIC," to read as
follows:
Rating Agency: Any of Fitch Ratings, ▇▇▇▇▇'▇ Investors
Service, Inc. or Standard & Poor's, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or any successor of the
foregoing.
15. The definition of "Servicing Fee" in Section 1 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 Servicer or as otherwise
provided under this Agreement.
16. The parties acknowledge that Section 2 shall be inapplicable to this
Agreement.
17. The parties acknowledge that the provisions of Section 3 are superseded
by Exhibit D attached hereto.
18. The parties acknowledge that Section 4 shall be inapplicable to this
Agreement.
19. The parties acknowledge that Section 5 shall be inapplicable to this
Agreement.
20. The parties hereto acknowledge that Section 6 (Delivery of Mortgage
Loan Documents) of the MLSSA shall be superseded by the provisions of
the Custodial Agreement.
21. Subsection 7.03 (Remedies for Breach of Representations and Warranties)
is hereby amended in its entirety to read as follows:
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It is understood and agreed that the representations
and warranties set forth in Subsection 7.02 shall survive the
engagement of the Servicer to perform the servicing
responsibilities hereunder and the delivery of the Servicing
Files to the Servicer and shall inure to the benefit of the
Trustee, the Trust Fund and the Master Servicer. Upon
discovery by either the Servicer, 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 Servicer 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 Servicer of any breach of a representation or
warranty set forth in Subsection 7.02 which materially and
adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Loans, the
Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Servicer shall use its best
efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Servicer shall, at
the Trustee's option, assign the Servicer's rights and
obligations under this Agreement (or respecting the affected
Loans) to a successor Servicer selected by the Trustee with
the prior consent and approval of the Master Servicer. Such
assignment shall be made in accordance with Subsection 14.03.
In addition, the Servicer 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 Servicer's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Subsection 7.03 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 Servicer relating to
or arising out of the breach of any representations and
warranties made in Subsection 7.02 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by
the Trustee or Master Servicer to the Servicer, (ii) failure
by the Servicer to cure such breach within the applicable cure
period, and (iii) demand upon the Servicer by the Trustee or
the Master Servicer for compliance with this Agreement.
22. The parties acknowledge that Section 8 shall be inapplicable to this
Agreement.
23. The parties acknowledge that Section 9 shall be inapplicable to this
Agreement.
24. The parties acknowledge that Section 10 shall be inapplicable to this
Agreement.
25. Subsection 11.01 (Servicer to Act as Servicer; Subservicing) is hereby
amended as follows:
(i) by deleting the fifth paragraph of such subsection and
replacing it with the following:
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Consistent with the terms of this Agreement, the
Servicer 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 Servicer's
reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially
adverse to the Master Servicer, the Trustee or the Trust,
provided, however, that unless the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the
judgment of the Servicer, imminent, the Servicer 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 fifth paragraph
of such subsection:
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 this 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.
26. Subsection 11.03 (Collection of Mortgage Loan Payments) is hereby
amended by replacing the words "Continuously from the date hereof until
the principal and interest on all Mortgage Loans are paid in full" in
the first and second lines thereof to "Continuously from the Closing
Date until the date the Mortgage Loans cease to be subject to this
Agreement".
27. Subsection 11.04 (Establishment of Custodial Account; Deposits in
Custodial Account) is hereby amended as follows:
(a) the words "Bank of America, N.A. in trust for ▇▇▇▇▇▇
Brothers Bank, FSB as Purchaser of Mortgage Loans and
various Mortgagors" in the fourth and fifth lines of the
first paragraph shall be replaced by the following words:
"Bank of America, N.A. in trust for the SARM 2004-1 Trust
Fund";
(b) by amending clause (i) to read as follows:
(i) the amount of any Prepayment Interest
Shortfall Amount paid out of the Servicer's
own funds without any right to reimbursement
therefor;
28. Subsection 11.05 (Withdrawals From the Custodial Account) is hereby
amended as follows:
(a) by replacing the last five lines of clause (c) with the
following:
(c) Servicer's right thereto shall be prior to
the rights of the Trust Fund; provided
however, that in the event that the Servicer
determines in good faith that any
unreimbursed Monthly Advances will not be
recoverable from amounts representing late
recoveries of payments of principal or
interest respecting the particular Mortgage
Loan as to which such Monthly Advance was
made or from Liquidation Proceeds or
Insurance Proceeds with respect to such
Mortgage Loan, the Servicer may reimburse
itself for such amounts from the Custodial
Account, it being understood, in the case of
any such reimbursement, that the Servicer's
right thereto shall be prior to the rights
of the Trust Fund;
A-7
(b) by deleting the word "and" at the end of clause (h), by
replacing the period at the end of clause (i) with a
semicolon and by adding the following new clauses (j) and
(k):
(j) to invest funds in the Custodial Account in
Eligible Investments in accordance with
Subsection 11.04; and,
(k) to transfer funds to another Qualified
Depository in accordance with Subsection
11.09 hereof.
29. Subsection 11.06 (Establishment of Escrow Account; Deposits in Escrow
Account) shall be amended as follows:
by deleting the words "Bank of America, N.A., in trust for
▇▇▇▇▇▇ Brothers Bank, FSB as Purchaser of Mortgage Loans and
various Mortgagors" in the fourth and fifth lines of the first
paragraph, and replacing them with the following words:
"Bank of America, N.A., in trust for the SARM 2004-1
Trust Fund";
30. Subsection 11.13 (Title, Management and Disposition of REO Property) is
hereby amended (i) by adding two new paragraphs after the second
paragraph thereof to read as follows:
In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage
Loan, the Servicer shall dispose of such REO Property not
later than the end of the third taxable year after the year of
its acquisition by the Trust Fund unless the Servicer has
applied for and received a grant of extension from the
Internal Revenue Service to the effect that, under the REMIC
Provisions and any relevant proposed legislation and under
applicable state law, the applicable Trust REMIC may hold REO
Property for a longer period without adversely affecting the
REMIC status of such REMIC or causing the imposition of a
federal or state tax upon such REMIC. If the Servicer has
received such an extension, then the Servicer shall continue
to attempt to sell the REO Property for its fair market value
for such period longer than three years as such extension
permits (the "Extended Period"). If the Servicer has not
received such an extension and the Servicer is unable to sell
the REO Property within the period ending 3 months before the
end of such third taxable year after its acquisition by the
Trust Fund or if the Servicer has received such an extension,
and the Servicer is unable to sell the REO Property within the
period ending three months before the close of the Extended
Period, the Servicer shall, before the end of the three year
period or the Extended Period, as applicable, (i) purchase
such REO Property at a price equal to the REO Property's fair
market value or (ii) auction the REO Property to the highest
bidder (which may be the Servicer) in an auction reasonably
designed to produce a fair price prior to the expiration of
the three-year period or the Extended Period, as the case may
be. The Trustee shall sign any document or take any other
action reasonably requested by the Servicer which would enable
the Servicer, on behalf of the Trust Fund, to request such
grant of extension.
A-8
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 by or on
behalf of the Trust Fund in such a manner or pursuant to any
terms 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) subject any Trust
REMIC to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes
imposed by reason of Sections 860F or 860G(c) of the Code,
unless the Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such
taxes;
(ii) by replacing the word "advances" in the eighth line of
the existing third paragraph thereof with "Monthly Advances";
and,
(iii) by adding the following to the end of such Subsection:
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.
31. Subsection 11.15 (Distributions) is hereby amended by adding the
following after the second paragraph of such Subsection:
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#: ▇▇▇-▇▇▇-▇▇▇
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SARM 2004-1
32. Subsection 11.16 (Statements to the Purchaser) is hereby amended in its
entirety to read as follows:
Subsection 11.16 Statements to the Master Servicer.
Not later than the tenth calendar day of each month
(or if such calendar day is not a Business Day, the
immediately succeeding Business Day), 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) relating to the period
ending on the last day of the preceding calendar month, (b)
all such information required pursuant to clause (a) above on
a magnetic tape or other similar media reasonably acceptable
to the Master Servicer, (c) on a current and cumulative basis
the amount of any (i) claims filed, (ii) claims payments made,
(iii) claims denied, (iv) policies cancelled with respect to
those Serviced Mortgage Loans covered by any PMI Policy and
(v) all such other information reasonably required by the
Master Servicer and (d) the amount of any Monthly Advances
made by the Servicer on such Monthly Remittance Date.
A-9
Beginning with the 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.
33. Subsection 11.20 (Annual Statement as to Compliance) is hereby amended
and restated in its entirety to read as follows:
Subsection 11.20 Annual Officer's Certificate.
On or before March 15 of each year, beginning with
2005, the Servicer, at its own expense, will deliver to ▇▇▇▇▇▇
Brothers Holdings and the Master Servicer a Servicing
Officer's certificate stating, as to each signer thereof, that
(i) a review of the activities of the Servicer during such
preceding fiscal year and of performance under this Agreement
has been made under such officers' supervision, and (ii) to
the best of such officers' knowledge, based on such review,
the Servicer has fulfilled all its obligations under this
Agreement for such year, or, if there has been a default in
the fulfillment of all such obligations, specifying each such
default known to such officer and the nature and status
thereof including the steps being taken by the Servicer to
remedy such default.
34. Subsection 11.21 (Annual Independent Public Accountants' Servicing
Report) is hereby amended and restated in its entirety to read as
follows:
Subsection 11.21 Annual Audit Report.
On or before March 15 of each year, beginning with
2005, the Servicer shall, at its own expense, cause a firm of
independent public accountants (who may also render other
services to Servicer), which is a member of the American
Institute of Certified Public Accountants, to furnish to
▇▇▇▇▇▇ Brothers Holdings and the Master Servicer (i) year-end
audited (if available) financial statements of the Servicer
and (ii) a statement to the effect that such firm has examined
certain documents and records for the preceding fiscal year
(or during the period from the date of commencement of such
Servicer's duties hereunder until the end of such preceding
fiscal year in the case of the first such certificate) and
that, on the basis of such examination conducted substantially
in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, such firm is of the opinion that Servicer's
overall servicing operations have been conducted in compliance
with the Uniform Single Attestation Program for Mortgage
Bankers except for such exceptions that, in the opinion of
such firm, the Uniform Single Attestation Program for Mortgage
Bankers requires it to report, in which case such exceptions
shall be set forth in such statement.
A-10
35. A new Subsection 11.26 (SEC Certificate) is hereby added to read as
follows:
Subsection 11.26 SEC Certificate.
By March 15 of each year, an officer of the Servicer
shall execute and deliver an Officer's Certificate
substantially in the form of Exhibit F attached hereto, signed
by an officer of the Servicer, to the Master Servicer and
Depositor for the benefit of the Master Servicer, the
Depositor 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
Servicer of that fact, and (ii) the Servicer shall not be
required to provide the Officer's Certificate described in
this subsection (a).
36. Subsection 12.01 (Indemnification; Third Party Claims) is hereby
amended and restated in its entirety to read as follows:
The Servicer shall indemnify ▇▇▇▇▇▇ Brothers
Holdings, 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, judgments, and any
other costs, fees and expenses that any of such parties may
sustain in any way related to the failure of the Servicer to
perform its duties and service the Mortgage Loans in
compliance with the terms of this Agreement. The Servicer
immediately shall notify ▇▇▇▇▇▇ Brothers Holdings, 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, which consent shall not be
unreasonably withheld or delayed) 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 Servicer shall provide the
Trustee with a written report of all expenses and advances
incurred by the Servicer pursuant to this Subsection 12.01,
and 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 related to the failure of the Servicer to service and
administer the Mortgage Loans in compliance with the terms of
this Agreement or the gross negligence, bad faith or willful
misconduct of this Servicer.
37. Subsection 12.04 (Seller and Servicer Not to Resign) is hereby amended
and restated in its entirety to read as follows:
Subsection 12.04 Limitation on Resignation and Assignment by
Servicer
A-11
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.
38. Subsection 13.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
(b) adding the words "within the applicable cure period" after
the word "remedied" in the second line of the second
paragraph; and
(c) amending subclause (g) as follows: "the Servicer at any
time is neither a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac approved
servicer, and the Master Servicer has not terminated the
rights and obligations of the Servicer under this
Agreement and replaced the Servicer with a ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ Mac approved servicer within 30 days of the
absence of such approval;".
39. Subsection 13.02 (Waiver of Default) is hereby amended by changing the
reference to "Purchaser" in such Subsection to "Master Servicer with
the prior written consent of the Trustee".
40. Subsection 14.01 (Termination) is hereby amended by changing the word
"Purchaser" to "▇▇▇▇▇▇ Brothers Holdings."
41. Subsection 14.02 (Termination of the Servicer Without Cause) is hereby
amended by replacing the first reference to "Purchaser" with "▇▇▇▇▇▇
Brothers Holdings (with the prior consent of the Trustee)" and by
replacing all other references to "Purchaser" with "▇▇▇▇▇▇ Brothers
Holdings."
42. Subsection 14.03 (Successors to the Servicer) is hereby amended in its
entirety to read as follows:
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Subsections 12.04, 13.01, 14.01 or 14.02, 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 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, ▇▇▇▇▇▇ Brothers Holdings, 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 ▇▇▇▇▇▇
A-12
Brothers Holdings, 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 Subsections, 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 Subsections shall not become effective until a
successor shall be appointed pursuant to this Subsection 14.03
and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Section 7 and
the remedies available to the Trust Fund under Subsection 7.03
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 Subsections 12.04,
13.01, 14.01 or 14.02 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 of the appointment of a successor Servicer the funds in
the Account and Escrow Account and all Collateral Files,
Credit Files and related documents and statements held by it
hereunder to the successor Servicer and the Servicer shall
account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be
required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations
and liabilities of the Servicer.
Upon a successor's acceptance of appointment as such,
the Servicer shall notify the Trustee and Master Servicer of
such appointment in accordance with the notice procedures set
forth herein.
A-13
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.
43. The parties acknowledge that Section 22 shall be inapplicable to this
Agreement.
44. Section 25 (Amendment) is hereby amended by replacing the words "by the
Purchaser, the Seller and the Servicer by written agreement signed by
the parties hereto" with the words "by written agreement by the
Servicer and ▇▇▇▇▇▇ Brothers Holdings, with the written consent of the
Master Servicer and the Trustee".
45. Section 29 (Successors and Assigns) is hereby deleted in its entirety.
46. Section 30 (Non-Solicitation) is hereby amended by replacing the words
"the Purchaser" with "▇▇▇▇▇▇ Brothers Holdings" in each instance.
47. A new Section 32 (Intended Third Party Beneficiaries) is hereby added
below Section 31 to read as follows:
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.
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EXHIBIT B
Mortgage Loan Sale and Servicing Agreement
B-1
EXHIBIT C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Schedule of Serviced Mortgage Loans
[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 ▇▇▇▇▇▇, .▇▇ IF NOT APPLICABLE Number two decimals
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 ▇▇▇▇▇▇, .▇▇ IF NOT APPLICABLE Number two decimals
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
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
Example .0025000 for .25%
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-1-1
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 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
E-2-1
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 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.
E-2-2
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.
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)
E-2-3
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
VA Claim Funds Received Date
VA Claim Submitted Date
VA FIRST FUNDS RECEIVED AMOUNT
VA FIRST FUNDS RECEIVED DATE
VA ▇▇▇ Submitted Date
ZIP CODE
FNMA ACTION CODE
FNMA DELINQUENCY REASON CODE
E-2-4
EXHIBIT F
SEC CERTIFICATION
[Date]
Structured Asset Securities Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Aurora Loan Services, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-1
Reference is made to the Reconstituted Servicing Agreement dated as of January
1, 2004 (the "Agreement"), by and among ▇▇▇▇▇▇ Brothers Holdings Inc. (the
"LBH") and Bank of America, N.A. (the "Servicer") and acknowledged by Aurora
Loan Services, Inc. (the "Master Servicer"), HSBC Bank USA, as Trustee (the
"Trustee") and ▇▇▇▇▇ Fargo Bank, National Association, as Securities
Administrator (the "Securities Administrator"). 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.
BANK OF AMERICA, N.A.
Name: ________________________
Title:________________________
Date: ________________________
F-1