Exhibit 99.3
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EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of May, 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 May
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 May 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 2004-12H 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
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.
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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 0000-00X
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 2004-12H
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 0000-00X
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:
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Name: Xxxxxxxx Xxxxxx
Title: Authorized Signatory
COMMERCIAL FEDERAL BANK,
as Servicer
By:
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Name:
Title:
ACKNOWLEDGED BY:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
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Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
CITIBANK, N.A.,
as Trustee
By:
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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.
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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, REO
Disposition Proceeds and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.
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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 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.
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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 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
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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 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
2004-12H Trust Fund" and "Cut-off Date" in the second paragraph to
"close of business on May 1, 2004."
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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
2004-12H 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 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.
A-8
(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, (iii) claims denied and (iv) policies
cancelled with respect to those Serviced Mortgage Loans covered
by any PMI Policy or LPMI Policy.
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 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
A-11
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 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 Agreement
A-13
(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.
A-15
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 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 99.11
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%
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 Actual Bankruptcy Start Date (filing
date) 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 (breach
letter date) 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
was filed with the BK Court Dismissal
D-2-1
FIELD NAME DESCRIPTION
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
FIELD NAME DESCRIPTION
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
FIELD NAME DESCRIPTION
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 2004-12H
Reference is made to the Reconstituted Servicing Agreement, dated as of May 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
