Exhibit 99.7
DECHERT DRAFT 8/19/04
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of August, 2004, by and between ▇▇▇▇▇▇ BROTHERS HOLDINGS,
INC., a Delaware corporation (the "Seller" or "▇▇▇▇▇▇ Brothers Holdings") and
NATIONAL CITY MORTGAGE CO., New York corporation (referred to herein as the
"Servicer"), and acknowledged by AURORA LOAN SERVICES INC., a Delaware
corporation ("Aurora"), and HSBC BANK USA, NATIONAL ASSOCIATION, a national
banking association (the "Trustee"), recites and provides as follows:
RECITALS
WHEREAS, the ▇▇▇▇▇▇ Brothers Bank, FSB (the "Bank") acquired certain
conventional, residential, fixed and adjustable rate, first lien mortgage loans
from the Servicer, which mortgage loans were either originated or acquired by
the Servicer, pursuant to the Seller's Warranties and Servicing Agreement
between the Bank, as purchaser, and the Servicer, as company, dated as of August
1, 2001 (for Conventional Residential Fixed and Adjustable Rate Mortgage Loans,
Group No. 2001-1) (the "Existing Servicing Agreement" and as amended by
Amendment No. 1, dated as of November 21, 2001, Amendment No. 2, dated as of
October 25, 2002 and Amendment No. 3, dated as of January 14, 2003, the "SWSA")
and annexed hereto as Exhibit B.
WHEREAS, the mortgage loans are currently being serviced by the
Servicer pursuant to the SWSA.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated
August 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 SWSA 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 SWSA.
WHEREAS, the Seller has conveyed certain of the mortgage loans
identified on Exhibit D (the "Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Mortgage Loans to the Trustee, pursuant to a trust agreement, dated
as of August 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 Seller desires that the Servicer continue to service the
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
SWSA shall apply to the Mortgage Loans, except to the extent otherwise provided
herein and that this Agreement shall govern the Mortgage Loans for so long as
such 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 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 SWSA
incorporated by reference herein (regardless of whether such terms are defined
in the SWSA), 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 the Trust Agreement.
3. Servicing. The Servicer agrees, with respect to the Mortgage Loans,
to perform and observe the duties, responsibilities and obligations that are to
be performed and observed under the provisions of the SWSA, except as otherwise
provided herein and on Exhibit A hereto, and that the provisions of the SWSA, 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 Section 4.05 and Section 5.01 of the SWSA, the remittance on September 20,
2004 to the Trust Fund is to include principal due after August 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) Section 5.01 of the SWSA.
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 Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SARM
2004-12 Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller under the SWSA to enforce the
obligations of the Servicer under the SWSA and the term "Purchaser" as used in
the SWSA in connection with any rights of the Seller shall refer to the Trust
Fund or, as the content requires, the Master Servicer acting in its capacity as
agent for the Trust Fund, except as otherwise specified in Exhibit A hereto. The
Master Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform any of
its obligations under this Agreement, which failure results in an Event of
Default as provided in Section 10.01 of the SWSA. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer assume any of the
obligations of the Seller under the SWSA; 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. Except as described herein, neither the Servicer
nor the Master Servicer shall be obligated or required to make any
representations and warranties regarding the characteristics of the Mortgage
Loans (other than those representations and warranties made by the Servicer in
Section 3.02 of the SWSA) in connection with the transactions contemplated by
the Trust Agreement and issuance of the Certificates issued pursuant thereto.
The Servicer hereby makes the following additional representations and
warranties which may be enforced in accordance with the SWSA:
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(a) No Mortgage Loan originated on or after October 1, 2002
and secured by a Mortgaged Property located in the State of Georgia is a "home
loan" and is either a "covered" or "high cost loan" as defined in the Georgia
Fair Lending Act, as amended.
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.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Master Servicing, SARM 2004-12
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: ▇▇▇-▇▇▇-▇▇▇
Account Name: Aurora Loan Services Inc., Master Servicing
Payment Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SARM 2004-12
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All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
HSBC Bank USA, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Issuer Services, SARM 2004-12
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: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
With a copy to:
Dechert, LLP
4000 ▇▇▇▇ Atlantic Tower
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the SWSA.
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.
10. Reconstitution. This Seller and the Servicer agree that this
Agreement is a "Reconstitution Agreement" and that the date hereof is the
"Reconstitution Date," each as defined in the SWSA.
[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
NATIONAL CITY MORTGAGE CO.,
as Servicer
By:___________________________________
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Acknowledged:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:__________________________________
Name: E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
By:__________________________________
Name:
Title:
EXHIBIT A
Modifications to the SWSA
1. Unless otherwise specified herein, for purposes of this Servicing
Agreement, including definitions, relating to (i) representations and
warranties of the Purchaser, (ii) the sale and purchase of the Mortgage
Loans, (iii) Whole Loan and Pass-Through Transfers and Reconstitution,
and (iv) Assignments of Mortgage Loans, shall be disregarded. The
exhibits to the SWSA and all references to such exhibits shall also be
disregarded.
2. The definition of "Custodial Agreement" in Article I is hereby amended
in its entirety to read as follows:
"Custodial Agreement" means the Custodial Agreement, dated
August 1, 2004, by and between HSBC Bank USA, National
Association and U.S. Bank, National Association.
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means U.S. Bank, National Association.
4. 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 ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇
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.
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5. The definition of "▇▇▇▇▇▇ ▇▇▇" is hereby added to Article I to
immediately follow the definition of "GEMICO":
"▇▇▇▇▇▇ Mae": The Government National Mortgage Association,
or any successor thereto.
6. The definition of "Monthly Advance" in Article I is hereby amended in
its entirety to read as follows:
"Monthly Advance": With respect to each Remittance Date and
each Mortgage Loan, an amount equal to the Monthly Payment
(with the interest portion of such Monthly Payment adjusted to
the Mortgage Loan Remittance Rate) that was due on the
Mortgage Loan on the Due Date in the related Due Period, and
that (i) was delinquent at the close of business on the
related Determination Date and (ii) was not the subject of a
previous Monthly Advance, but only to the extent that such
amount is expected, in the reasonable judgment of the Company,
to be recoverable from collections or other recoveries in
respect of such Mortgage Loan. To the extent that the Company
determines that any such amount is not recoverable from
collections or other recoveries in respect of such Mortgage
Loan, such determination shall be evidenced by a certificate
of a Servicing Officer delivered to the Master Servicer
setting forth such determination and the procedures and
considerations of the Company forming the basis of such
determination, which shall include a copy of any broker's
price opinion and any other information or reports obtained by
the Company which may support such determinations.
7. The definition of "Mortgage Loan" in Article I is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage
Loan which has been purchased from the Company by the
Purchaser 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.
8. The definition of "Mortgage Loan Schedule" in Article I is hereby
amended in its entirety to read as follows:
"Mortgage Loan Schedule": The schedule of Mortgage Loans
setting forth certain information with respect to the Mortgage
Loans purchased from the Company by the Purchaser, which
Mortgage Loan Schedule is attached as Exhibit C to this
Agreement.
9. The definition of "Opinion of Counsel" in Article I 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 Company and the
Master Servicer of the Mortgage Loans, (ii) does not have any
material direct or indirect financial interest in the Company
or the Master Servicer of the Mortgage Loans or in an
affiliate of either and (iii) is not connected with the
Company or the Master Servicer of the Mortgage Loans as an
officer, employee, director or person performing similar
functions.
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10. The definition of "Prepayment Interest Shortfall Amount" is hereby
amended in its entirety to read as follows:
Prepayment Interest Shortfall Amount: With respect to any
Mortgage Loan that was subject to a voluntary (not including
discounted payoffs) Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied
to such Mortgage Loan prior to such Mortgage Loan's Due Date
in such Due Period, the amount of interest (net of the related
Servicing Fee for Principal Prepayments in full only) 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.
11. The definition of "Qualified Depository" is hereby amended 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) ▇▇▇▇▇▇ Brothers Bank, FSB, a federal savings bank.
12. The definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
"Qualified GIC": A guaranteed investment contract or surety
bond providing for the investment of funds in the Custodial
Account and insuring a minimum, fixed or floating rate of
return on investments of such funds, which contract or surety
bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt is rated by each Rating
Agency in one of its two highest rating categories or, if such
insurance company has no long-term debt, whose claims paying
ability is rated by each Rating Agency in one of its two
highest rating categories, and whose short-term debt is rated
by each Rating Agency in its highest rating category;
(b) provide that the Company 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 Company, the Company 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 Company's interest therein shall
be transferable to any successor Company or the Master
Servicer hereunder; and
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(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.
13. The definition of "Servicing Fee" in Article I is hereby amended in its
entirety to read as follows:
"Servicing Fee": An amount equal to one-twelfth the product of
(a) the Servicing Fee Rate and (b) the outstanding principal
balance of the Mortgage Loan. The Servicing Fee is payable
solely from the interest portion (including recoveries with
respect to interest from Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds) of
such Monthly Payment collected by the Company or as otherwise
provided under this Agreement.
14. The parties acknowledge that the fourth paragraph of Section 2.02 shall
be inapplicable to this Agreement.
15. The parties acknowledge that Section 2.03 (Delivery of Documents) shall
be superceded by the provisions of the Custodial Agreement.
16. Section 3.01(c) (No Conflicts) is hereby amended by deleting the words
"the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated
hereby."
17. Section 3.01(f) (Ability to Perform) is hereby amended by deleting the
second sentence thereof.
18. Section 3.01(h) (No Consent Required) is hereby amended by deleting the
words "or the sale of the Mortgage Loans as evidenced by the
consummation of the transactions contemplated by this Agreement."
19. Section 3.01(i) (Selection Process), Section 3.01 (j)(Pool
Characteristics), Section 3.01 (l)(Sale Treatment), Section 3.01 (n)(No
Broker's Fees'), Section 3.01 (o)(Origination) and Section 3.01(p)
(Fair Consideration) shall be inapplicable to this Agreement.
20. Section 3.03 (Remedies for Breach of Representations and Warranties) is
hereby amended in its entirety to read as follows:
It is understood and agreed that the representations
and warranties set forth in Section 3.01 (a) through (h), (k)
and (m) are hereby restated as of the Closing Date and shall
survive the engagement of the Company to perform the servicing
responsibilities hereunder and the delivery of the Servicing
Files to the Company and shall inure to the benefit of the
Trustee, the Trust Fund and the Master Servicer. Upon
discovery by either the Company, 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 Company 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.
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Within 60 days of the earlier of either discovery by
or notice to the Company of any breach of a representation or
warranty set forth in Section 3.01 which materially and
adversely affects the ability of the Company to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Mortgage
Loans, the Mortgaged Property or the priority of the security
interest on such Mortgaged Property, the Company shall use its
best efforts promptly to cure such breach in all material
respects and, if such breach cannot be cured, the Company
shall, at the Trustee's option, assign the Company'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
Section 12.01.
In addition, the Company shall indemnify (from its
own funds) the Trustee, the Trust Fund and the 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 Company's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Section 3.01 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 Company relating to
or arising out of the breach of any representations and
warranties made in Section 3.01 shall accrue upon (i)
discovery of such breach by the Company or notice thereof by
the Trustee or Master Servicer to the Company, (ii) failure by
the Company to cure such breach within the applicable cure
period, and (iii) demand upon the Company by the Trustee or
the Master Servicer for compliance with this Agreement.
21. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(i) by deleting the first, second and third sentences of the
second paragraph of such section and replacing it with the following:
Consistent with the terms of this Agreement, the
Company 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 Company'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 Company, imminent, the
Company shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate,
forgive the payment of principal or interest, reduce or
increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on
such Mortgage Loan.
(ii) by adding the following to the end of the second
paragraph of such section:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Company
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 Company 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.
A-6
22. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(a) the words "National City Mortgage Corp in trust for the
Purchaser of Conventional Residential Fixed Rate Mortgage
Loans, Group 2001-1 and various Mortgagors" in the fourth,
fifth and sixth lines of the first sentence of the first
paragraph shall be replaced by the following words:
"National City Mortgage Co. in trust for the SARM 2004-12
Trust Fund".
(b) by amending clause (viii) to read as follows:
(viii) the amount of any Prepayment Interest
Shortfall Amount paid out of the Company's
own funds without any right to reimbursement
therefor;
23. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by replacing the last five lines of clause (ii) with the
following:
Company's right thereto shall be prior to the rights of the
Trust Fund; provided however, that in the event that the
Company 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
Company may reimburse itself for such amounts from the
Custodial Account, it being understood, in the case of any
such reimbursement, that the Company's right thereto shall be
prior to the rights of the Trust Fund;
24. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "National City Mortgage Corp., in trust
for the Purchaser of Conventional Residential Fixed Rate Mortgage
Loans, Group No. 2001-1 and various Mortgagors" in the fourth, fifth
and sixth lines of the first sentence of the first paragraph, and
replacing it with the following words:
"National City Mortgage Co. in trust for the SARM 2004-12
Trust Fund".
25. Section 4.16 (Title, Management and Disposition of REO Property) is
hereby amended by (i) replacing the reference to "one year" in the
seventh line of the second paragraph thereof with "three years" and
(ii) 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
Company 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 Company 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 Company has received such an extension, then the
Company 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 Company has not received such
an extension and the Company is unable to sell the REO Property within
A-7
the period ending 3 months before the end of such third taxable year
after its acquisition by the Trust Fund or if the Company has received
such an extension, and the Company is unable to sell the REO Property
within the period ending three months before the close of the Extended
Period, the Company 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 Company) 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 Company which would enable the Company, on
behalf of the Trust Fund, to request such grant of extension.
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 Company has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(iii) deleting the first sentence of the third paragraph
thereof, (iv) replacing the words "one" and "sentence"
with "three" and "paragraph", respectively, in the fifth
line of the third paragraph thereto, and (v) replacing
the word "advances" in the sixth line of the fifth
paragraph thereof with "Monthly Advances";
(vi) by adding the following to the end of such Section:
Prior to acceptance by the Company of an offer to sell any REO
Property, the Company 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 Company 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 Company shall not proceed with such sale.
26. Section 5.01 (Remittances) is hereby amended by adding the following
after the second paragraph of such Section:
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:
▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
ABA#: ▇▇▇-▇▇▇-▇▇▇
Account Name: Aurora Loan Services Inc., Master Servicing
Payment Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SARM 2004-12
27. Section 5.02 (Statements to Purchaser) is hereby amended in its
entirety to read as follows:
Section 5.02 Statements to Master Servicer.
Not later than the tenth calendar day of each month,
the Company shall furnish to the Master Servicer monthly
reports providing information to be mutually agreed upon by
the Company and Master Servicer prior to first due date of
such reports and in formats similar to Exhibit D-1 and Exhibit
D-2.
28. Section 6.04 (Annual Statement as to Compliance) is hereby amended and
restated in its entirety to read as follows:
Section 6.04 Annual Officer's Certificate.
On or before the last day of February of each year,
beginning with February 28, 2005, the Company, at its own
expense, will deliver to the Purchaser and the Master Servicer
a Servicing Officer's certificate stating, as to each signer
thereof, that (i) a review of the activities of the Company
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 Company 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 Company
to remedy such default.
29. Section 6.05 (Annual Independent Public Accountants Servicing Report)
is hereby amended and restated in its entirety to read as follows:
Section 6.05 Annual Audit Report.
On or before the last day of February of each year,
beginning with February 28, 2005, the Company shall, at its
own expense, cause a firm of independent public accountants
(who may also render other services to Company), which is a
member of the American Institute of Certified Public
Accountants, to furnish to the Purchaser and Master Servicer
(i) year-end audited (if available) financial statements of
the Company 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 Company'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 Company'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-9
30. A new Section 6.08 is hereby added to this Agreement to read as
follows:
Section 6.08 Officer's Certificate.
(a) By February 28th of each year, or at any other time upon
thirty (30) days written request, an officer of the Servicer shall
execute and deliver an Officer's Certificate substantially in the form
of Exhibit F attached hereto, signed by the senior officer in charge of
servicing of the Servicer or any officer to whom that officer reports,
to the Master Servicer and Depositor for the benefit of such the Master
Servicer and their respective officers, directors and affiliates.
Notwithstanding the foregoing, in the event that as to any year a
report on Form 10-K is not required to be filed with the Securities and
Exchange Commission with respect to the related securitization
transaction for the prior calendar year, then (i) the Depositor shall
notify the Servicer of that fact, and (ii) the Servicer shall not be
required to provide the Officer's Certificate described in this
subsection (a).
31. Section 9.01 (Indemnification; Third Party Claims) is hereby amended by
deleting Subsection (a) and replacing it with the following:
(a) The Company shall indemnify the Purchaser, 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 Company to perform its duties
and service the Mortgage Loans in strict compliance with the
terms of this Agreement. The Company immediately shall notify
the Purchaser, 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 Company shall follow any written instructions received
from the Trustee in connection with such claim. The Company
shall provide the Trustee with a written report of all
expenses and advances incurred by the Company pursuant to this
Section 9.01, and the Trustee from the assets of the Trust
Fund promptly shall reimburse the Company 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 Company
to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement or the gross
negligence, bad faith or willful misconduct of this Company.
32. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master
Servicer;"
(b) changing the reference to "five days" to "two
Business Days" in subclause (i);
A-10
(c) amending subclause (vii) as follows: "the Company at
any time is neither a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac
approved servicer, and the Master Servicer has not
terminated the rights and obligations of the Company
under this Agreement and replaced the Company with a
▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac approved servicer within 30
days of the absence of such approval; or"; and
(d) adding the words "within the applicable cure period"
after the word "remedied" in the second line of the
second paragraph.
33. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written
consent of the Trustee."
34. Section 11.01 (Termination) is hereby amended by restating subclause
(ii) thereof to read as below and adding the following sentence after
the first sentence of Section 11.01:
(ii) mutual consent of the Company and the Trustee in
writing, provided such termination is also acceptable
to the Master Servicer and the Rating Agencies.
At the time of any termination of the Company
pursuant to Section 11.01, the Company shall be entitled to
all accrued and unpaid Servicing Fees and unreimbursed
Servicing Advances and Monthly Advances; provided, however, in
the event of a termination for cause under Sections 10.01
hereof, such unreimbursed amounts shall not be reimbursed to
the Company until such amounts are received by the Trust Fund
from the related Mortgage Loans.
35. The first paragraph of Section 11.02 (Termination Without Cause) is
hereby amended by replacing the first reference to "Purchaser" with
"▇▇▇▇▇▇ Brothers Holdings Inc. (with the prior consent of the Trustee)"
and by replacing all other references to "Purchaser" with "▇▇▇▇▇▇
Brothers Holdings Inc."
36. Section 12.01 (Successor to Company) is hereby amended in its entirety
to read as follows:
Simultaneously with the termination of the Company's
responsibilities and duties under this Agreement pursuant to
Sections 9.04, 10.01, 11.01(ii) or 11.02 the Master Servicer
shall, in accordance with the provisions of the Trust
Agreement (i) succeed to and assume all of the Company'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 Company under this Agreement with the
termination of the Company's responsibilities, duties and
liabilities under this Agreement. Any successor to the Company
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, the Purchaser, 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 the Purchaser, as
A-11
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 Company
under this Agreement. In the event that the Company's duties,
responsibilities and liabilities under this Agreement should
be terminated pursuant to the aforementioned sections, the
Company 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 Company pursuant to the aforementioned sections
shall not become effective until a successor shall be
appointed pursuant to this Section 12.01 and shall in no event
relieve the Company of the representations and warranties made
pursuant to Sections 3.01 and 3.02 and the remedies available
to the Trust Fund under Section 3.03 shall be applicable to
the Company notwithstanding any such resignation or
termination of the Company, 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 Company 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 Company shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Company'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 Company to the 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 Company
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
Company under this Agreement, whereupon such successor shall
become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company,
with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Company or
termination of this Agreement pursuant to Sections 9.04,
10.01, 11.01 or 11.02 shall not affect any claims that the
Master Servicer or the Trustee may have against the Company
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 Company 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 Company.
Upon a successor's acceptance of appointment as such,
the Company shall notify the Trustee and Master Servicer of
such appointment in accordance with the notice procedures set
forth herein.
A-12
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 Company or resignation of the
Company 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 Company 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 Company from its own funds
without reimbursement.
37. Section 12.02 (Amendment) is hereby amended by replacing the words "by
the Company and the Purchaser by written agreement signed by the
Company and the Purchaser" with "by written agreement by the Company
and the Purchaser, with the written consent of the Master Servicer and
the Trustee."
38. Section 12.04 (Duration of Agreement) is hereby amended by deleting the
last sentence thereof.
39. Section 12.10 (Assignment by Purchaser) is hereby deleted in its
entirety.
40. Section 12.11 (No Personal Solicitation) is hereby amended by replacing
the words "the Purchaser" with "▇▇▇▇▇▇ Brothers Holdings Inc." in each
instance.
41. A New Section 12.12 (Intended Third Party Beneficiaries) is hereby
added to read as follows:
Section 12.12 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 Company 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
Company shall only take direction from the Master Servicer (if
direction by the Master Servicer is required under this
Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of
the Master Servicer and the Trustee hereunder (other than the
right to indemnification) shall terminate upon termination of
the Trust Agreement and of the Trust Fund pursuant to the
Trust Agreement.
A-13
EXHIBIT B
Seller's Warranties and Servicing Agreement
[See Exhibit 99.14]
B-1
EXHIBIT C
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Schedule of Mortgage Loans
[INTENTIONALLY OMITTED]
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 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
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 ▇▇▇▇▇▇, .▇▇ 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%
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
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
47. Loss Mit Approval Date
E-2-1
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
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-2-2
EXHIBIT F
SEC CERTIFICATION
[Date]
Structured Asset Securities Corporation
745 7th Avenue, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Loan Services, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-12
---------------------------------------------------------------------
Reference is made to the Reconstituted Servicing Agreement dated as of August 1,
2004 (the "Agreement"), by and among ▇▇▇▇▇▇ Brothers Holdings Inc. (the "LBH")
and National City Mortgage Co. (the "Servicer") and acknowledged by Aurora Loan
Services, Inc. (the "Master Servicer") and HSBC Bank USA, National Association,
as Trustee (the "Trustee"). I, [identify the certifying individual], a [title]
of the Servicer, hereby certify to the Master Servicer and Structured Asset
Securities Corporation (the "Depositor"), and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:
1. I have reviewed the information required to be delivered to the Master
Servicer pursuant to the Agreement (the "Servicing Information");
2. Based on my knowledge, the Servicing Information does not contain any
material untrue information or omit to state information necessary to make
the Servicing Information, in light of the circumstances under which such
information was provided, not misleading as of the date of this
certification;
3. Based on my knowledge, the Servicing Information has been provided to the
Master Servicer when and as required under the Agreement; and
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement, and based upon my knowledge and the review required
under the Agreement, and except as disclosed in writing to you on or prior
to the date of this certification either in the accountants' report
required under the Agreement or in disclosure a copy of which is attached
hereto, the Servicer has, for the period covered by the Form 10-K Annual
Report, fulfilled its obligations under this Agreement.
NATIONAL CITY MORTGAGE CO.
Name: ____________________________
Title: ____________________________
Date: ____________________________
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