EXHIBIT 99.8
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 XXXXX FARGO HOME MORTGAGE,
INC., a California corporation (the "Servicer") having an office at 0 Xxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, 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
May 1, 2000 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") annexed as Exhibit G
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 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 of the Mortgage Loans, as
identified on Exhibit D hereto (the "Serviced Mortgage Loans"), to Structured
Asset Securities Corporation, a Delaware special purpose corporation ("SASCO"),
which in turn has conveyed the Serviced Mortgage Loans to 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.
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 2004-5H
All notices required to be delivered to the Trustee hereunder
shall be delivered to the Trustee at the following address:
Citibank, N.A.
000 Xxxx Xxxxxx
0
00xx Xxxxx, 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 Xxxx Xxxxx, Telephone: (000) 000-0000;
Telecopier: (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
XXXXX FARGO HOME MORTGAGE, INC.,
as Servicer
By:
-------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
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
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 Mae" is hereby added to Article I to
immediately follow the definition of "Xxxxxxx Mac":
"Xxxxxx Mae": 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 D 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:
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. Any Opinion of Counsel relating
to (a) or (b) above shall be obtained at the expense of the party requesting
same.
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 depository
institution subject to regulations regarding fiduciary funds
on deposit
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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, Insurance Proceeds and REO Disposition Proceeds) of
such Monthly Payment collected by the Servicer or as otherwise
provided under this Agreement.
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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 Service.
-------------------
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 Master Servicer) 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 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
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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
Master Servicer, 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. 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.
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 "`Xxxxx Fargo Home
Mortgage, Inc. in trust for Centre Capital Group, Inc., owner of Fixed
and Adjustable Rate Mortgage Loans, and various Mortgagors' (provided,
in the event that this Agreement is assigned to a third party, the
Custodial Account(s) shall be reestablished in trust for such
Assignee)" appearing in the fourth, fifth, sixth and seventh lines of
the first paragraph to "Xxxxx
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Fargo Home Mortgage, Inc. in trust for the SASCO 2004-5H 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 words "`Xxxxx Fargo Home Mortgage, Inc.
in trust for Centre Capital Group, Inc., owner of Fixed and Adjustable
Rate Mortgage Loans, and various Mortgagors' (provided, in the event
that this Agreement is assigned to a third party, the Custodial
Account(s) shall be reestablished in trust for such Assignee)"
appearing in the fourth, fifth, sixth and seventh lines of the first
paragraph thereof to "Xxxxx Fargo Home Mortgage, Inc. 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
A-8
(ii) subject any Trust REMIC to the imposition of any federal
income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Sections 860F or
860G(c) of the Code, unless the Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(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 E-1 hereto and a monthly defaulted
loan report in the format set forth in Exhibit E-2 hereto and
limited to the information that is reasonably available to the
Servicer (or in such other formats 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 mutually
agreed upon by the Servicer and Master Servicer.
(b) Beginning with calendar year 2005, the
Servicer shall prepare and file any and all tax returns,
information statements or other filings for the portion of the
tax year 2004 and subsequent tax years 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.
A-9
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 Certification.
--------------------
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 Master Servicer an Annual
Certification, a form of which is attached hereto as Exhibit
F, 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 or
A-10
similar agreements 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 at any other time upon thirty (30) days
written request, an officer of the Seller shall execute and
deliver an Officer's Certificate substantially in the form of
Exhibit F attached hereto, signed by the senior officer in
charge of servicing of the Seller or any officer to whom that
officer reports, to the Master Servicer for the benefit of the
Master Servicer and its respective officers, directors and
affiliates. Notwithstanding the foregoing, in the event that
as to any year a report on Form 10-K is not required to be
filed with the Securities and Exchange Commission with respect
to the related securitization transaction for the prior
calendar year, then (i) the Depositor shall notify the Seller
of that fact and (ii) the Seller shall not be required to
provide the Officer's Certificate described in this subsection
(a).
29. The second, third and fourth paragraphs of Section 6.02 (Remedies for
Breach of Representations and Warranties of the Servicer) are hereby
restated to read as follows:
Within 60 days of the earlier of either discovery by
or notice to the Servicer of any breach of a representation or
warranty set forth in Section 6.01 which materially and
adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Mortgage
Loans, the Mortgaged Property or the priority of the security
interest on such Mortgaged Property, the Servicer shall use
its best efforts promptly to cure such Breach in all material
respects and, if such Breach cannot be cured, the Servicer
shall, at the Trustee's option, assign the Servicer's rights
and obligations under this Agreement (or respecting the
affected Mortgage 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 10.01.
In addition, the Servicer 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 Servicer's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Section 6.02 constitute the sole remedies of the Master
A-11
Servicer, the Trust Fund and the Trustee respecting a breach
of the foregoing representations and warranties.
Any cause of action against the Servicer relating to
or arising out of the Breach of any representations and
warranties made in Section 6.01 shall accrue upon (i)
discovery of such Breach by the Servicer or notice thereof by
the Trustee or Master Servicer to the Servicer, (ii) failure
by the Servicer to cure such breach within the applicable cure
period and (iii) demand upon the Servicer by the Trustee or
the Master Servicer for compliance with this Agreement.
30. 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 Owner) Section 7.01 (Removal of
Mortgage Loans from Inclusion Under the 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.
31. 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 or any other relevant
party if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior
written consent of the indemnified party) the defense of any
such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it
or any of such parties in respect of such claim. The Servicer
shall follow any written instructions received from the
Trustee in connection with such claim. The Trustee from the
assets of the Trust Fund promptly shall reimburse the Servicer
for all amounts advanced by it pursuant to the preceding
sentence except when the claim is in any way 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 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.
A-12
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.
32. 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.
33. 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 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.
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".
34. Section 9.01 is hereby amended by changing the references to "Owner" in
the third and fourth paragraph of such section to "Master Servicer."
35. 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
A-13
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.
36. 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
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 8.01(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 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
A-14
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.
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
A-15
(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.
37. 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.
38. 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 Agreement agree that it is appropriate, in
furtherance of the intent of such parties as set forth herein,
that the Master Servicer and the Trustee receive the benefit
of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such
provisions. The Servicer shall have the same obligations to
the Master Servicer and the Trustee as if they were parties to
this Agreement, and the Master Servicer and the Trustee shall
have the same rights and remedies to enforce the provisions of
this Agreement as if they were parties to this Agreement. The
Servicer shall only take direction from the Master Servicer
(if direction by the Master Servicer is required under this
Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of
the Master Servicer and the Trustee hereunder (other than the
right to indemnification) shall terminate upon termination of
the Trust Agreement and of the Trust Fund pursuant to the
Trust Agreement.
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EXHIBIT B
Master Servicing Agreement
See Exhibit 99.14
B-1
EXHIBIT C
Master Mortgage Loan Purchase and Warranties Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E-1
FORM OF MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
E-1-1
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
E-1-2
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
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 Actual Bankruptcy Start Date
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 Actual Notice of Intent Date
letter 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
E-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 Guarantee Certificate Number VA Loan Guarantee 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
E-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)
E-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
E-2-4
EXHIBIT F
ANNUAL CERTIFICATION
Re: Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2004-5H
-----------------------------------------------------------------------
I, Xxxx X. Xxxxx, Vice President of Xxxxx Fargo Home Mortgage, Inc. (the
"Servicer"), certify to [identify the company submitting to SEC], and its
officers, directors, agents and affiliates (in its role as [identify role] the
"Sarbanes Certifying Party"), and with the knowledge and intent that they will
rely upon this certification, that:
1. Based on my knowledge, the information relating to the Mortgage Loans and
the servicing thereof submitted by the Servicer to the Sarbanes Certifying
Party which is used in connection with preparation of the reports on Form
8-K and the annual report on Form 10-K filed with the SEC with respect to
each transaction listed on the attached Exhibit A, 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;
2. The servicing information required to be provided to the Sarbanes
Certifying Party by the Servicer under the relevant servicing agreements
has been provided to the Sarbanes Certifying Party;
3. I am responsible for reviewing the activities performed by the Servicer
under the relevant servicing agreements and based upon the review required
by the relevant servicing agreements, and except as disclosed in the Annual
Statement of Compliance, the Annual Independent 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 Sarbanes Certifying Party, the Servicer has, as of the date of this
certification fulfilled its obligations under the relevant servicing
agreements;
4. I have disclosed to the Sarbanes Certifying Party all significant
deficiencies relating to the Servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
standard as set forth in the relevant servicing agreements; and
5. The Servicer shall indemnify and hold harmless the Sarbanes Certifying
Party and its officers, directors, agents and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments and other costs and expenses arising out of or
based upon a breach by the Servicer or any of its officers, directors,
agents or affiliates of its obligations under this Certification or the
negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Sarbanes Certifying Party, then the
Servicer agrees that it shall contribute to the amount paid or payable by
the Sarbanes Certifying Party as a result of the losses, claims, damages or
liabilities of the Sarbanes Certifying Party in such proportion as is
appropriate to reflect the relative fault of the Sarbanes Certifying Party
on the one hand and the Servicer on the other in connection with a breach
of the Servicer's obligations under this Certification or the Servicer's
negligence, bad faith or willful misconduct in connection therewith.
F-1
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Servicer.
Dated: ____________________ By: _____________________________________
Name: ___________________________________
Title: __________________________________
F-2
Exhibit G
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
G-1
