EXHIBIT 99.3
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of January, 2004, by and between XXXXXX BROTHERS HOLDINGS INC., a
Delaware corporation (the "Seller") and COMMERCIAL FEDERAL BANK, a Federal
Savings Bank, successor in interest to Commercial Federal Mortgage Corporation,
having an office at 00000 Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 (the "Servicer"),
recites and provides as follows:
RECITALS
WHEREAS, Centre Capital Group, Inc. ("CCGI") acquired certain first lien,
fixed and adjustable rate, conventional mortgage loans on a servicing-retained
basis from the Servicer, which mortgage loans were either originated or acquired
by the Servicer.
WHEREAS, such mortgage loans are currently being serviced by the Servicer
for CCGI pursuant to a Master Servicing Agreement for Fixed and Adjustable Rate
Mortgage Loans (the "Master Servicing Agreement"), dated as of June 19, 2001 and
annexed as Exhibit B hereto, by and between CCGI, as owner, and the Servicer, as
servicer.
WHEREAS, pursuant to the Master Mortgage Loan Purchase and Warranties
Agreement, dated as of February 1, 2002 (the "Master Mortgage Loan Purchase
Agreement"), annexed as Exhibit C hereto, Xxxxxx Brothers Bank, FSB (the "Bank")
has purchased or received from CCGI all of CCGI's right, title and interest in
and to certain of the mortgage loans currently serviced under the Master
Servicing Agreement (hereinafter, the "Mortgage Loans") and assumed for the
benefit of the Servicer the rights and obligations of CCGI as owner under such
Agreement.
WHEREAS, pursuant to an Assignment and Assumption Agreement, dated January
1, 2004 (the "Assignment and Assumption Agreement"), and annexed hereto as
Exhibit E, the Seller acquired certain mortgage loans currently serviced under
the Master Servicing Agreement 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 Master Mortgage Loan Purchase Agreement.
WHEREAS, the Seller has conveyed certain Mortgage Loans identified on
Exhibit G 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 Citibank, N.A. (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"), and SASCO.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller (with the consent of the Master Servicer) to terminate the
rights and obligations of the Servicer hereunder at any time without cause in
accordance with Section 9.02 of the Master Servicing Agreement and to the other
conditions set forth herein.
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WHEREAS, the Seller and the Servicer agree that the provisions of the
Master Servicing Agreement shall continue to apply to the Serviced Mortgage
Loans, except to the extent otherwise provided herein and that this Agreement
shall constitute a Reconstitution Agreement (as such term is defined in the
Master Servicing Agreement) which shall govern the Serviced Mortgage Loans for
so long as such Serviced Mortgage Loans remain subject to the provisions of the
Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right under the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the Master Servicing Agreement
incorporated by reference herein (regardless of whether such terms are defined
in the Master Servicing Agreement), shall have the meanings ascribed to such
terms in the Trust Agreement.
2. 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 Master Servicing
Agreement, except as otherwise provided herein and on Exhibit A hereto, and that
the provisions of the Master Servicing Agreement, as so modified, are and shall
be a part of this Agreement to the same extent as if set forth herein in full.
3. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer
services the Serviced Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO
2004-5H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller, as owner, under the Master Servicing
Agreement to enforce the obligations of the Servicer under the Master Servicing
Agreement and the term "Owner" as used in the Master Servicing Agreement in
connection with any rights of the Owner shall refer to the Trust Fund or, as the
context requires, the Master Servicer acting in its capacity as agent for the
Trust Fund, except as otherwise specified in Exhibit A hereto. The Master
Servicer shall be entitled to terminate the rights and obligations of the
Servicer under this Agreement upon the failure of the Servicer to perform any of
its obligations under this Agreement, which failure results in an Event of
Default as provided in Section 9.01 of the Master Servicing Agreement.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of the obligations of the Seller under the Master Servicing
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Agreement; and in connection with the performance of the Master Servicer's
duties hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations of
liability afforded to the Master Servicer under the Trust Agreement.
4. Representations. Neither the Servicer nor the Master Servicer shall be
obligated or required to make any representations and warranties regarding the
characteristics of the Serviced Mortgage Loans in connection with the
transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto. The Servicer hereby restates as of the
Closing Date the representations and warranties made in Section 6.01 of the
Master Servicing Agreement.
5. 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.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing, SASCO/ALS 2004-5H
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc., Master Servicing Payment
Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO/ALS 2004-5H
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
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Citibank, N.A.
000 Xxxx Xxxxxx
14th Floor, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance-SASCO 2004-5H
Telephone: 000-000-0000
Facsimile: 000-000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Xxxxxx, Xxxxx & Bockius LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the first paragraph of
this Agreement, to the attention of Xxxxx Xxxxxxx, Telephone: (000) 000-0000.
6. 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.
7. 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.
8. Reconstitution. The 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 Master Servicing Agreement.
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Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Owner
By:
---------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Signatory
COMMERCIAL FEDERAL BANK,
as Servicer
By:
---------------------------------------
Name:
Title:
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
---------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
CITIBANK, N.A.,
as Trustee
By:
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
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EXHIBIT A
Modifications to the Master Servicing Agreement
1. Unless otherwise specified herein, any provisions of the Master
Servicing Agreement, including definitions, relating to (i)
representations and warranties of the Owner and (ii) Whole-Loan
Transfers, Pass-Through Transfers, Acknowledgement Agreements, Closing
Dates, Cut-off Dates and First Remittance Dates shall be disregarded.
Unless otherwise specified herein, for purposes of this Agreement, the
exhibits to the Master Servicing Agreement 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 Trust Agreement.
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means Xxxxx Fargo Bank, National Association.
4. The definition of "Due Period" in Article I is hereby amended in its
entirety to read as follows:
"Due Period": With respect to each Remittance Date, the period
commencing on the second day of the month immediately preceding the
month of such Remittance Date and ending on the first day of the
month of such Remittance Date.
5. 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
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banking authorities, so long as at the time of investment or the
contractual commitment providing for such investment the commercial
paper or other short-term debt obligations of such depository
institution or trust company (or, in the case of a depository
institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short-term debt or
deposit obligations of such holding company or deposit institution,
as the case may be) have been rated by each Rating Agency in its
highest short-term rating category or one of its two highest
long-term rating categories;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by Xxxxxx Mae, Xxxxxx Xxx or
Xxxxxxx Mac with any registered broker/dealer subject to Securities
Investors' Protection Corporation jurisdiction or any commercial
bank insured by the FDIC, if such broker/dealer or bank has an
uninsured, unsecured and unguaranteed obligation rated by each
Rating Agency in its highest short-term rating category;
(iv) securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States
of America or any state thereof which have a credit rating from each
Rating Agency, at the time of investment or the contractual
commitment providing for such investment, at least equal to one of
the two highest long-term credit rating categories of each Rating
Agency; provided, however, that securities issued by any particular
corporation will not be Eligible Investments to the extent that
investment therein will cause the then outstanding principal amount
of securities issued by such corporation and held as part of the
Trust Fund to exceed 20% of the sum of the aggregate principal
balance of the Mortgage Loans; provided, further, that such
securities will not be Eligible Investments if they are published as
being under review with negative implications from 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
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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 (1) a right to receive only
interest payments with respect to the obligations underlying such
instrument or (2) 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.
6. The definition of "Xxxxxx Xxx" is hereby added to Article I to immediately
follow the definition of "Xxxxxxx Mac":
"Xxxxxx Xxx": The Government National Mortgage Association, or
any successor thereto.
7. The definition of "Monthly Advance" in Article I is hereby amended in
its entirety to read as follows:
"Monthly Advance" means 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.
8. 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 assigned by CCGI to the Bank pursuant to the Master
Mortgage Loan Purchase Agreement and by the Bank to the Seller
pursuant to the Assignment and Assumption Agreement 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,
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REO Disposition Proceeds and all other rights, benefits, proceeds
and obligations arising from or in connection with such Mortgage
Loan.
9. 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 which
were acquired by the Bank from CCGI pursuant to the Master Mortgage
Loan Purchase Agreement, which Mortgage Loan Schedule is attached as
Exhibit G to this Agreement.
10. The definition of "Opinion of Counsel" in Article I is hereby amended by
replacing the period at the end of such definition with a semicolon and
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.
11. The definition of "Prepayment Interest Shortfall Amount" in Article I is
hereby amended and restated in its entirety to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied to
such Mortgage Loan prior to such Mortgage Loan's Due Date in such
Due Period, the amount of interest (net 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.
12. The definition of "Qualified Depository" is hereby amended and restated
in its entirety to read as follows:
"Qualified Depository": Any of (i) a federal or state-chartered
depository institution the accounts of which are insured by the FDIC
and whose commercial paper, short-term debt obligations or other
short-term deposits are rated at least "A-1+" by Standard & Poor's
if the deposits are to be held in the account for less than 30 days,
or whose long-term unsecured debt obligations are rated at least
"AA-" by Standard & Poor's if the deposits are to be held in the
account for more than 30 days, or (ii) the corporate trust
department of a federal or state-chartered
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depository institution subject to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has corporate
trust powers, acting in its fiduciary capacity, or (iii) Xxxxxx
Brothers Bank, FSB, a federal savings bank.
13. 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 Servicer may exercise all of the rights
under such contract or surety bond without the necessity of taking
any action by any other Person;
(c) provide that if at any time the then-current credit
standing of the obligor under such guaranteed investment contract is
such that continued investment pursuant to such contract of funds
would result in a downgrading of any rating of the Servicer, the
Servicer shall terminate such contract without penalty and be
entitled to the return of all funds previously invested thereunder,
together with accrued interest thereon at the interest rate provided
under such contract to the date of delivery of such funds to the
Trustee;
(d) provide that the Servicer's interest therein shall be
transferable to any successor servicer or the Master Servicer
hereunder; and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Custodial Account, as the case
may be, not later than the Business Day prior to any Determination
Date.
14. 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,
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Insurance Proceeds and REO Disposition Proceeds) of such Monthly
Payment collected by the Servicer or as otherwise provided under
this Agreement.
15. The parties hereto acknowledge that Section 2.02 (Books and Records) of
the Master Servicing Agreement shall be modified to indicate that the
Servicer shall prepare and execute at the direction of the Seller any note
endorsements in connection with transfer of the Mortgage Loans to the
Trust Fund as the Owner of the Mortgage Loans and that the Seller shall
pay for any fees associated with the preparation and execution of such
note endorsements to the Trust Fund.
16. The parties hereto acknowledge that Section 2.03 (Commencement of
Servicing Responsibilities) shall be inapplicable to this Agreement.
17. The parties hereto acknowledge that Section 2.04 (Custodial Agreement)
shall be inapplicable to this Agreement, as superseded by the provisions
of the Custodial Agreement and the Trust Agreement.
18. Section 3.01 (Servicer to Service) is hereby amended and restated in
its entirety to read as follows:
Section 3.01 Servicer to Act as Servicer.
From the date of origination of the related Mortgage Loans to
the related Closing Date, the Servicer shall have serviced the
related Mortgage Loans in accordance with Accepted Servicing
Practices. From and after the related Closing Date, the Servicer, as
an independent contractor, shall service and administer the Mortgage
Loans pursuant to this Agreement and shall have full power and
authority, acting alone, to do any and all things in connection with
such servicing and administration which the Servicer may deem
necessary or desirable, consistent with the terms of this Agreement
and with Accepted Servicing Practices.
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 strict compliance with 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 Owner,
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 and the Servicer has obtained the prior
written consent of the Owner) the Servicer shall not permit any
modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, defer or 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. With respect to a
Reconstitution Agreement, in the event of any such modification
which permits the deferral of interest or principal payments on any
Mortgage
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Loan, the Servicer shall, on the Business Day immediately preceding
the Remittance Date in any month in which any such principal or
interest payment has been deferred, deposit in the Custodial Account
from its own funds, in accordance with Section 3.04, the difference
between (a) such month's principal and one month's interest at the
Mortgage Loan Remittance Rate on the unpaid principal balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor. Without
limiting the generality of the foregoing, the Servicer shall
continue, and is hereby authorized and empowered, to execute and
deliver on behalf of itself and the Owner, all instruments of
satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. If
reasonably required by the Servicer, the Owner shall furnish the
Servicer with any powers of attorney and other documents necessary
or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.
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.
In servicing and administering the Mortgage Loans, the
Servicer shall employ procedures (including collection procedures)
and exercise the same care that it customarily employs and exercises
in servicing and administering mortgage loans for its own account,
giving due consideration to Accepted Servicing Practices where such
practices do not conflict with the requirements of this Agreement,
and the Owner's reliance on the Servicer.
Absent written consultation and approval by the Owner, as
specified in this Section 3.01, the Servicer may take actions
relative to the servicing and administration of the Mortgage Loans
that are consistent with Accepted Servicing Practices.
19. The parties hereto acknowledge that references to the "Owner" in the
second and third paragraphs of Section 3.02 shall refer to the Master
Servicer, except that the expense of any environmental inspection or
review at the request of the Master Servicer shall be an expense of the
Trust Fund.
20. Section 3.04 is hereby amended by changing the words "Commercial Federal
Mortgage Corporation in trust for Centre Capital Group, Inc., owner of
Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors" in the
fourth and fifth lines of the first paragraph to "Commercial Federal
Mortgage Corporation in trust for the SASCO 2004-
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5H Trust Fund" and "Cut-off Date" in the second paragraph to "close of
business on January 1, 2004."
21. Section 3.06 (Establishment of and Deposits to Escrow Account) is hereby
amended by changing the phrase "Commercial Federal Mortgage Corporation in
trust for Centre Capital Group, Inc., owner of Fixed and Adjustable Rate
Mortgage Loans, and various Mortgagors" appearing in the fourth, fifth and
sixth lines of the first paragraph thereof to "Commercial Federal Mortgage
Corporation in trust for the SASCO 2004-5H Trust Fund."
22. Section 3.18 (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", (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 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.
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
A-8
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.
(iii) deleting the first sentence of the third paragraph thereof, (iv)
replacing the words "one and a half" and "sentence" with "three" and
"paragraph", respectively, in the sixth and seventh lines of the third
paragraph thereto and (v) by adding the following to the end of such
Section:
Prior to acceptance by the Servicer of an offer to sell any
REO Property, the Servicer shall notify the Master Servicer of such
offer in writing which notification shall set forth all material
terms of said offer (each a "Notice of Sale"). The Master Servicer
shall be deemed to have approved the sale of any REO Property unless
the Master Servicer notifies the Servicer in writing, within five
(5) days after its receipt of the related Notice of Sale, that it
disapproves of the related sale, in which case the Servicer shall
not proceed with such sale.
23. Section 4.02 (Statements to Owner) is hereby amended in its entirety to
read as follows:
4.02 Statements to the Master Servicer.
(a) Not later than the tenth calendar day of each month or, if
such calendar day is not a Business Day, the immediately preceding
Business Day, the Servicer shall furnish to the Master Servicer: (i)
a monthly remittance advice in the format set forth in Exhibit D-1
hereto and a monthly defaulted loan report in the format set forth
in Exhibit D-2 hereto (or in such other format mutually agreed upon
by the Servicer and Master Servicer) (collectively, the "Monthly
Remittance Advice") as to the accompanying remittance and the period
ending on the last calendar day of the preceding month and (ii) all
such information required pursuant to clause (i) above on a magnetic
tape or other similar media reasonably accepted by the Master
Servicer.
(b) Beginning with calendar year 2004, the Servicer shall
prepare and file any and all tax returns, information statements or
other filings for the portion of the tax year 2003 and the portion
of subsequent tax years for which the 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.
(c) The Monthly Remittance Advice shall also include on a
current and cumulative basis the amount of any (i) claims filed,
(ii) claim payments made,
A-9
(iii) claims denied and (iv) policies cancelled with respect to
those Serviced Mortgage Loans covered by any PMI Policy or LPMI
Policy.
24. Section 4.03 (Monthly Advances by Servicer) is hereby amended by adding
the following new sentence immediately following the first sentence of
such section:
Any amounts held for future distribution and so used to make Monthly
Advances shall be replaced by the Servicer by deposit in the
Custodial Account on or before any future Remittance Date if funds
in the Custodial Account on such Remittance Date shall be less than
payments to the Trust Fund required to be made on such Remittance
Date.
25. Section 5.01 (Servicing Compensation) is hereby amended by adding the
following sentence at the end of such Section:
The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be
entitled to reimbursement thereof except as specifically provided
for herein.
26. Section 5.06 (Annual Independent Public Accountants' Servicing Report) is
hereby amended and restated in its entirety to read as follows:
Section 5.06 Annual Audit Report.
On or before the last day of February of each year, beginning
with February 28, 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 the Seller
and 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.
27. A new Section 5.07 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.07 Annual Officer's Certificate.
A-10
On or before the last day of February of each year, beginning
with February 28, 2005, the Servicer, at its own expense, will
deliver to the Seller 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.
28. A new Section 5.08 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.08 SEC Certification.
By the last day of February of each year (or if not a Business
Day, the immediately preceding Business Day) beginning with February
28, 2005, or in connection with any additional such certifications
directly filed by the Depositor upon thirty (30) days written
request, an officer of the Servicer shall execute and deliver an
Officer's Certificate 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 the Depositor for the benefit of such Master Servicer and such
Depositor and their respective officers, directors and affiliates.
29. The parties hereto acknowledge that Section 6.03 (Representations and
Warranties of the Owner), Section 6.04 (Remedies for Breach of
Representations and Warranties of the Owner), Section 7.01 (Removal of
Mortgage Loans from Inclusion Under this Agreement Upon a Pass-Through
Transfer or a Whole Loan Transfer on One or More Reconstitution Dates) and
Section 7.02 (Owner's Repurchase and Indemnification Obligations) are
inapplicable to this Agreement.
30. Section 7.03 (Indemnification; Third Party Claims) is hereby amended in
its entirety to read as follows:
The Servicer shall indemnify the Trust Fund, the Trustee and
the Master Servicer and hold each of them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and
any other costs, fees and expenses that any of such parties may
sustain in any way related to the failure of the Servicer to perform
its duties and service the Mortgage Loans in strict compliance with
the terms of this Agreement. The Servicer immediately shall notify
the Seller, the Master Servicer and the Trustee if a claim is made
by a third party with respect to this Agreement or the Mortgage
Loans, assume (with the prior written consent of the indemnified
party) the defense of any such claim and pay all expenses in
connection therewith,
A-11
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 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 Servicer's indemnification
pursuant to Section 6.02, or the failure of the Servicer to service
and administer the Mortgage Loans in strict compliance with the
terms of this Agreement. The Servicer shall follow any written
instructions received from the Trustee in connection with such
claim.
The Trust Fund shall indemnify the Servicer and hold it
harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and any other costs, fees and expenses that the
Servicer may sustain in any way related to the failure of the
Trustee or the Master Servicer to perform its duties in compliance
with the terms of this Agreement.
In the event a dispute arises between an indemnified party and
the Servicer with respect to any of the rights and obligations of
the parties pursuant to this Agreement and such dispute is
adjudicated in a court of law, by an arbitration panel or any other
judicial process, then the losing party shall indemnify and
reimburse the winning party for all attorney's fees and other costs
and expenses related to the adjudication of said dispute.
31. Section 8.02 (Limitation on Liability of the Servicer and Others) is
hereby amended by changing the word "Owner" to "Trustee" where it appears
in the proviso to the third sentence thereof and the word "Owner" to
"Trust Fund" in the fourth sentence of such Section.
32. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Servicer) is hereby amended in its entirety to read as
follows:
The Servicer shall neither assign this Agreement or the
servicing hereunder or delegate its rights or duties hereunder or
any portion hereof (to other than a third party in the case of
outsourcing routine tasks such as taxes, insurance and property
inspection, in which case the Servicer shall be fully liable for
such tasks as if the Servicer performed them itself) or sell or
otherwise dispose of all or substantially all of its property or
assets without the prior written consent of the Trustee and the
Master Servicer, which consent shall be granted or withheld in the
reasonable discretion of such parties, provided, however, that the
Servicer may assign its rights and obligations hereunder without
prior written consent of the Trustee and the Master Servicer to any
entity that is directly owned or controlled by the Servicer, and the
Servicer guarantees the performance of such entity hereunder. In the
event of such assignment by the Servicer, the Servicer shall provide
the Trustee and the Master Servicer with a written statement
guaranteeing the successor entity's performance of the Servicer's
obligations under the Agreement.
A-12
References to "Owner" in the second and third paragraphs of Section 8.03
shall refer to the "Master Servicer acting at the direction, or with the prior
consent of, the Trustee".
33. Section 9.02 (Termination Without Cause) is hereby amended in its
entirety to read as follows:
Section 9.02 Termination Without Cause.
This Agreement shall terminate upon: (i) the later of (a) the
distribution of the final payment or liquidation proceeds on the
last Mortgage Loan to the Owner (or advances by the Servicer for the
same) and (b) the disposition of all REO Property acquired upon
foreclosure of the last Mortgage Loan and the remittance of all
funds due hereunder, or (ii) mutual consent of the Servicer, the
Seller and the Master Servicer in writing or (iii) at the sole
option of the Seller, without cause, upon 30 days written notice.
Any such notice of termination shall be in writing and delivered to
the Servicer by registered mail to the address set forth at the
beginning of this Agreement. The Master Servicer, the Trustee and
the Servicer shall comply with the termination procedures set forth
in Section 9.01 hereof and the procedures set forth below, provided
that, in the event the Seller terminates this Agreement without
cause in accordance with subclause (iii) above, the Seller shall pay
the Servicer a termination fee equal to 2.0% of the aggregate unpaid
balance of the Mortgage Loans as of such termination date.
In connection with any such termination referred to in clause
(ii) or (iii) above, the Seller will be responsible for reimbursing
the Servicer for all unreimbursed out-of-pocket Servicing Advances
within 15 Business Days following the date of termination and other
reasonable and necessary out-of-pocket costs associated with any
transfer of servicing.
Notwithstanding and in addition to the foregoing, in the event
that (i) a Mortgage Loan becomes delinquent for a period of 90 days
or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan
becomes an REO Property, the Seller may at its election terminate
this Agreement (a) with respect to such Delinquent Mortgage Loan or
(b) REO Property, in each case, upon 15 days' written notice to the
Servicer. In the event of such election, the Seller shall reimburse
the Servicer for all unreimbursed out-of-pocket Servicing Advances
and Monthly Advances on the date of termination and other reasonable
and necessary out-of-pocket costs associated with any transfer of
servicing, including, but not limited to, costs associated with the
transfer of the related files to the Owner's designee.
34. Section 10.01 (Successor 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 (a) pursuant to
Sections 6.02, 7.03, 8.03, 9.01 or 9.02, the Master Servicer shall,
in accordance with the provisions of the Trust
A-13
Agreement (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this
Agreement or (ii) appoint a successor servicer meeting the
eligibility requirements of this Agreement set forth in Sections
9.01(i) and (ii) 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, the Seller, 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 Depositor, as applicable, may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans
as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the Servicer
under this Agreement. In the event that the Servicer's duties,
responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, the Servicer
shall discharge such duties and responsibilities during the period
from the date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and
prudence which it is obligated to exercise under this Agreement, and
shall take no action whatsoever that might impair or prejudice the
rights or financial condition of its successor. The resignation or
removal of the Servicer pursuant to the aforementioned sections
shall not become effective until a successor shall be appointed
pursuant to this Section 10.01 and shall in no event relieve the
Servicer of the representations and warranties made pursuant to
Section 6.01 and the remedies available to the Trustee under
Sections 6.02 and 7.03, it being understood and agreed that the
provisions of such Sections 6.01, 6.02 and 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.
A-14
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 the representations and warranties set forth in
Section 6.01 and (ii) assuming the due and punctual performance and
observance of each covenant and condition to be performed and
observed by the Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the
Servicer, with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Servicer or
termination of this Agreement pursuant to Sections 9.01 and 9.02
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 (i) within three (3) Business Days
to the successor servicer the funds in the Custodial Account and
Escrow Account and (ii) within 30 Business Days all Mortgage Loan
Documents and related documents and statements held by it hereunder
and the Servicer shall account for all funds and shall execute and
deliver such instruments and do such other things as may reasonably
be required to more fully and definitively vest in the successor all
such rights, powers, duties, responsibilities, obligations and
liabilities of the Servicer.
Upon a successor's acceptance of appointment as such, the
Servicer shall notify the Trustee and Master Servicer of such
appointment in accordance with the notice procedures set forth
herein.
Except as otherwise provided in this Agreement, all reasonable
costs and expenses incurred in connection with any transfer of
servicing hereunder as a result of a termination of the Servicer for
cause pursuant to Section 9.01 of the Agreement, 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.
35. The parties hereto acknowledge that Section 10.02 (Closing), Section 10.03
(Closing Documents), Section 10.07 (Notices) and Section 10.16 (Exhibits)
are inapplicable to this Agreement.
36. A new Section 10.19 is hereby added to the Master Servicing Agreement
to read as follows:
Section 10.19 Intended Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the
parties to this
A-15
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.
A-16
EXHIBIT B
Master Servicing Agreement
See Exhibit 99.9
B-1
EXHIBIT C
Master Mortgage Loan Purchase and Warranties Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANCE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, 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%
D-1-2
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
X-0-0
Xxxxxxx X-0
XXXXXXXX XXXXXX 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 F/C Sale Scheduled The date the Foreclosure sale is scheduled to occur.
Date Filed Relief/Dismissal The date the motion for Relief or Dismissal was filed with the BK Court
D-2-1
Date Loan Reinstated Date Loan Reinstated
Date POC Filed Date proof of claim filed
Date Relief/Dismissal Granted The date the BK court granted the motion for Relief or Dismissal
Date REO Offer Accepted Date REO Offer Accepted
Date REO Offer Received Date REO Offer Received
Deal Identifier by Loan Security Name/Cross reference Investor ID (Servicer to Cross reference)
Delinquency Status (Man Code) 30, 60, 90, BK, FC, REO, Claims or a code that can be decoded to determine the
current status of the account.
Loss Mit Denial Date Loss Mit Denial Date
Eviction Atty Fees & Costs Eviction Atty Fees & Costs
F/B 1st Due (if applicable) F/B 1st Due (if applicable)
F/B Last Due (if applicable) F/B Last Due (if applicable)
FC Atty Fees & Costs FC Atty Fees & Costs
FC Flag A code that identifies the account as an active Foreclosure.
FC Start Date (referral date) FC Start Date (referral date)
FC Suspended Date FC Suspended Date
FC Valuation Amount The value of the property as determined for the purpose of foreclosure.
FC Valuation Date The date the property value was determined for the purpose of foreclosure.
FC Valuation Source The type of valuation that was used to determine the Fc Valuation amount.
FHA 27011A Transmitted Date FHA 27011A Transmitted Date
FHA 27011B Transmitted Date FHA 27011B Transmitted Date
FHA Case # FHA Case #
FHA Part A Funds Received Date FHA Part A Funds Received Date
First Payment Date First Payment Date
Foreclosure Actual Sale Date Date F/C Sale Held
VA Gaurantee % VA Gaurantee %
Interest Advances Interest Advances
Investor Loan Number Investor Loan Number
INVESTOR/SECURITY BILLING SENT DATE Date claim submitted to investor
Liquidation Status Type of PIF, S/S, 3rd Party etc.
VA Loan Gaurantee Certificate Number VA Loan Gaurantee Certificate Number
Loan Number Servicer Loan Number
Loan Term Loan Term
Loan Type Loan Type
Loss Mit Approval Date Loss Mit Approval Date
Loss Mit Flag (Man Code) A code that identifies the account as an active Loss Mit account.
Loss Mit Removal Date The date the Loss Mit Department determined that Loss Mit Options were no longer
a viable option.
Loss Mit Start Date Loss Mit Set-up Date
D-2-2
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)
REO Actual Closing Date
REO Flag (Man Code)
D-2-3
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 XXX Submitted Date
ZIP CODE
FNMA ACTION CODE
FNMA DELINQUENCY REASON CODE
D-2-4
EXHIBIT E
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
E-1
EXHIBIT F
SEC CERTIFICATION
Structured Asset Securities Corporation
745 7th Avenue, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2004-5H
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Reference is made to the Reconstituted Servicing Agreement, dated as of January
1, 2004 (the "Agreement"), by and among Xxxxxx Brothers Holdings Inc., as
seller, and Commercial Federal Bank, as servicer (the "Servicer"). I, [identify
the certifying individual], a [title] of the Servicer hereby certify to Aurora
Loan Services, Inc. (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 information relating to the Mortgage Loans
submitted by the Servicer in its monthly reporting packages delivered to
the Master Servicer which is contained in the reports on Form 8-K and the
annual report on Form 10-K with respect to the Transaction, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as
of the date of this certification;
3. Based on my knowledge, the Servicing Information required to be provided
to the Master Servicer by the Servicer under this Agreement has been
provided to the Master Servicer; and
4. I am responsible for reviewing the activities performed by the Servicer
under this Agreement and based upon the review required hereunder, and
except as disclosed in the Annual Statement of Compliance, the Annual
Independent Certified Public Accountant's Servicing Report and all
servicing reports, officer's certificates and other information relating
to the servicing of the Mortgage Loans submitted to the Master Servicer by
the Servicer, the Servicer has, as of this certification fulfilled its
obligations under this Agreement.
F-1
Name: ____________________________
Title: ____________________________
Date: ____________________________
F-2
EXHIBIT G
MORTGAGE LOAN SCHEDULE
[INTENTIONALLY OMITTED]
G-1
