10-K/A 1 sasco4h_10ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the period from February 1, 2002 (Commencement of Operations) to December 31, 2002. [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 333-82146-01 STRUCTURED ASSET SECURITIES CORPORATION (Exact name of registrant as specified in its charter) Delaware 74-2440850 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 745 Seventh Avenue New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code : (212) 526-7000 Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-4H (Title of each class of securities covered by this Form) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Documents incorporated by reference: None AMENDMENT 1 OF 1 Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-4H -------------------------------------------------------- PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of this report: (1) Financial Statements: Omitted. (2) Financial Statement Schedules: Omitted. (3) Exhibits: Annual Independent Accountant's Servicing Reports concerning servicing activities for the year ended December 31, 2002, filed as Exhibit 99.1 hereto. Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002, filed as Exhibit 99.2 herto. (b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed by the Registrant during the last quarter of 2002. Current Reports on Form 8-K, dated October 25, 2002, November 26, 2002, and December 26, 2002, were filed for the purpose of filing the Monthly Statement sent to the Holders of the Offered Certificates for payments made on the same dates. The items reported in such Current Report were Item 5 (Other Events). (c) Exhibits to this report are listed in Item (14)(a)(3) above. -3- Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-4H ----------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 15, 2003 By: Aurora Loan Services Inc., as Master Servicer /s/ E. Todd Whittemore -------------------------------------- Name: E. Todd Whittemore Title: Executive Vice President -4- Certification Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-4H I, E. Todd Whittemore, Executive Vice President of Aurora Loan Services Inc., certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Structured Asset Securities Corporation, Mortgage Pass-Through Certificates Series 2002-4H; 2. Based on my knowledge, the information in these reports, 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 last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: JPMorgan Chase Bank, as Trustee; Bank of America, N.A., as Servicer; Cendant Mortgage Corporation, as Servicer; Countrywide Home Loans, Inc., as Servicer; GMAC Mortgage Corporation, as Servicer; Washington Mutual Bank, F.A., as Servicer; Suntrust Mortgage, Inc., as Servicer; Waterfield Mortgage Company, Inc., as Servicer; and Wells Fargo Home Mortgage, Inc., as Servicer. Date: May 15, 2003 /s/ E. Todd Whittemore ------------------------ Executive Vice President Aurora Loan Services Inc. -5- EXHIBIT INDEX Exhibit Description 99.1 Annual Independent Accountant's Servicing Report for the year ended December 31, 2002 a) Cendant Mortgage Corporation, as Servicer b) Countrywide Home Loans, Inc., as Servicer c) GMAC Mortgage Corporation, as Servicer d) Washington Mutual Bank, F.A., as Servicer e) Suntrust Mortgage, Inc., as Servicer f) Waterfield Mortgage Company, Inc., as Servicer 99.2 Report of Management as to compliance with minimum servicing standards for the year ended December 31, 2002. a) Cendant Mortgage Corporation, as Servicer b) Countrywide Home Loans, Inc., as Servicer c) GMAC Mortgage Corporation, as Servicer d) Washington Mutual Bank, F.A., as Servicer e) Suntrust Mortgage, Inc., as Servicer f) Waterfield Mortgage Company, Inc., as Servicer -6- EXHIBIT 99.1 Annual Independent Accountant's Servicing Report for the year ended December 31, 2002 -7- Deloitte & Touche LLP 750 College Road East Third Floor Princeton, New Jersey 08540 Tel (609) 514-3600 Fax ((609) 514-3603 www.deloitte.com INDEPENDENT ACCOUNTANTS' REPORT To Cendant Mortgage Corporation: We have examined management's assertion about Cendant Mortgage Corporation's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2002 included in the accompanying management assertion. Management is responsible for Cendant Mortgage Corporation's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Cendant Mortgage Corporation's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Cendant Mortgage Corporation's compliance with the minimum servicing standands. In our opinion, management's assertion that Cendant Mortgage Corporation complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. By: /s/ Deloitte & Touche LLP --------------------------- February 21, 2003 -8- Grant Thornton Suite 300 1000 Wilshire Blvd Los Angeles, CA 90017-2464 Report of Independent Accountants on Management's Assertion on Compliance With Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Board of Directors Countrywide Credit Industries Inc. We have examined management's assertion about Countrywide Financial Corporation (formerly Countrywide Credit Industries, Inc.) and Subsidiaries' (including its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL) ("the Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2002 included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Financial Corporation and Subsidiaries (including its wholly-owned subsidiary, Countrywide Home Loans, Inc., and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL) complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, except as disclosed in the attached Schedule of Findings. Grant Thornton LLP Los Angeles, California February 28, 2003 -9- Countrywide Financial Corporation SCHEDULE OF FINDINGS December 31, 2002 Statement of Condition: Interest on payoffs for four (4) states was not properly credited to the mortgagor per the respective state laws due to programming error that was not correctly identifying when the Company should be paying, or crediting, the mortgagor. Criteria: The Uniform Single Attestation Program for Mortgage Bankers, Section V, Item 4, requires that interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. Effect: The Company was not properly paying, or crediting, the mortgators for interest on payoffs during the year ended 2002. Recommendation: The Company shall identify all borrowers who are affected and refund the interest immediately. The Company should also remedy the programming error so that the system will properly identify when the mortgagor should be paid, or credited, for the interest on payoffs. Corrective Action Plan: The Company investigated this matter and identified the programming error. The programming error was corrected as of February 10, 2003. The Company identified all mortgagors affected and will send a refund to each customer that would have received a refund at payoff had the error not occurred. The Company expects payment to the mortgagors to occur by April 30, 2003. The Company's Legal Department is also revalidating the interest on escrow rules for all states. The Company's Inernal Audit Department will be performing testing in this area to ensure proper interest creidt to mortgagors where applicable. -10- PricewaterhouseCoopers, LLP 160 Federal Street Boston, MA 02110 Telephone: (617) 428-6400 Facsimile: (617) 439-7393 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholder of GMAC Mortgage Corporation: We have examined management's assertion about GMAC Mortgage Corporation and its subsidiaries' the ("Company"), compliance with the minimum servicing standards ("standards") identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit 1). Management is responsible for the Company's compliance with the Standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the standards and performing other such procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the Standards. In our opinion, management's assertion that the Company complied with the aforementioned standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. By: /s/PricewaterhouseCoopers, LLC ------------------------------------ PricewaterhouseCoopers, LLC March 7, 2003 -11- Deloitte & Touche LLP 700 FIFTH AVENUE Seattle, Washington www.deloitte.com INDEPENDENT ACCOUNTANTS' REPORT ON COMPLIANCE WITH UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS Board of Directors Washington Mutual, Inc. We have examined management's assertion about Washington Mutual, Inc. and subsidiaries' (the Company) compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2002 included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standands. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. By: /s/ Deloitte & Touche LLP --------------------------- February 18, 2003 -12- PricewaterhouseCoopers, LLP 1751 Pinnacle Drive McLean VA 22102-3811 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholder of SunTrust Mortgage, Inc. and Subsidiaries: We have examined management's assertion about SunTrust Mortgage, Inc. and its Subsidiaries (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit 1). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing other such procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned Standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. By: /s/PricewaterhouseCoopers, LLC ------------------------------------ PricewaterhouseCoopers, LLC February 24, 2003 -13- Ernst & Young LLP www.ey.com Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers REPORT OF INDEPENDENT ACCOUNTANTS Board of Directors Waterfield Mortgage Company, Incorporated We have examined management's assertion, included in the accompanying report titled Report of Management, that Waterfield Mortgage Company, Incorporated and Subsidiaries (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) for the year ended December 31, 2002. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements. In our opinion, management's assertion, that the Company complied with the aforementioned requirements for the year ended December 31, 2002, is fairly stated, in all material respects. This report is intended solely for the information and use of the board of directors, management, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association, and the Company's private investors and is not intended to be and should not be used by anyone other than these specified parties. By: /s/ Ernst & Young LLP -------------------------- February 24, 2003 -14- EXHIBIT 99.2 Report of Management as to compliance with minimum servicing standards for the year ended December 31, 2002 -15- Cendant Mortgage 300 Leaderhall Road Mount Laurel, NJ 08054 As of and for the year ended December 31, 2002, Cendant Mortgage Corporation (the Company) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond and errors and ommissions policy in the amounts of $120 million and $20 million, respectively. Cendant Mortgage Corporation By: /s/ Terence W. Edwards ----------------------------- Terence W. Edwards President and Chief Executive Officer By: /s/ Mark Danahy ----------------------------- Mark Danahy Senior Vice President and Chief Financial Officer By: /s/ Martin L. Foster ----------------------------- Martin L. Foster Senior Vice President -- Loan Servicing -16- Countrywide 4500 Park Granada Calabasas, California 91302 (818) 225-3508 February 28, 2003 Grant Thornton LLP 1000 Wilshire Boulevard, Suite 300 Los Angeles, CA 90017 Gentlemen: As of and for the year ended December 31, 2002, Countrywide Financial Corporation (formerly Countrywide Credit Industries, Inc.) and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc.) ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly ownded subsididary of CHL) ("the Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers, except as disclosed in the attached Schedule of Findings to the report. As of and for this same period, the Company had in effect a fidelity bond and errors ad omissions policy in the amount of $215 million and $240 million, respectively. The Company investigated the matter noted in the Schedule of Findings and identified a programming error. The programming error was corrected as of February 10, 2003. The Company identified all mortgagors affected and will send a refund to each customer that would have received a refund at payoff had the error not occurred. The Company expects payment to the mortgagors to occur by April 30, 2003. The Company's Legal Department is also revalidating the interest on escrow rules for all states. The Company's Internal Audit Department will be performing testing in this area to ensure proper interest credit to mortgagors where applicable. /s/ Thomas K. McLaughlin ------------------------------ Senior Managing Director and Chief Financial Officer -17- Exhibit 1 GMAC Mortgage 4 Walnut Grove Dr Worsham, PA 19044 Management's Assertion Regarding Compliance With Minimum Servicing Standards March 7, 2003 As of and for the year ended December 31, 2002, GMAC Mortgage Corporation and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers except as follows: Section V - Mortgagor Loan Accounting requires that interest on escrow accounts shall be paid or credited to mortgagors in accordance with the applicable state laws. The Company failed to utilize the appropriate interest rate on escrow accounts required by the statte or Oregon during the year. As of and for this same period, the Company had in effect a fidelity bond and errors and ommissions policy in the amounts of $400,000,000 and $400,000,000, respectively. /s/ David Applegate ------------------------------ David Applegate Chief Executive Officer GMAC Residential Holding Corp /s/ Ralph Hall ------------------------------ Ralph Hall Chief Operating Officer GMAC Residential Holding Corp -18- Washington Mutual As of and for the year ended December 31, 2002, Washington Mutual, Inc. and subsidiaries (the Company) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond and errors and ommissions policy in the amounts of $110 million and $20 million, respectively. By: /s/ Craig S. Davis ----------------------------- Craig S. Davis President Home Loans & Insurance Services Group By: /s/ Anthony T. Meola ----------------------------- Anthony T. Meola Executive Vice President Home Loans & Insurance Services Group February 18, 2003 -19- Exhibit I SunTrust Mortgage, Inc. 901 Semmus Avenue Richmond, VA 23224 Management's Assertion Regarding Compliance With USAP Minimum Servicing Standards February 24, 2003 As of and for the year ended December 31, 2002, SunTrust Mortgage, Inc. and its subsidiaries (the "Company"), have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") (see Exhibit II). As of and for this same period, the Company had in effect a SunTrust Banks, Inc. fidelity bond and errors and ommissions policy in the amount of $125 million and a SunTrust Banks, Inc. mortgage errors and omissions policy in the amount of $45 million. /s/ Robert S. Reynolds -------------------------- Robert S. Reynolds Executive Vice President & Chief Administrative Officer /s/ Julie W. Andrews -------------------------- Julie W. Andrews Senior Vice President, Treasurer & Chief Financial Officer /s/ Kathryn Pedon ------------------------- Kathryn Pedon Senior Vice President, Manager, Loan Administration Division -20- Exhibit II USAP MINIMUM SERVICING STANDARDS I. CUSTODIAL BANK ACCOUNTS 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: . be mathematically accurate; . be prepared within forty-five (45) calendar days after the cutoff date; . be reviewed and approved by someone other than the person who prepared the reconciliation; and . document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgator with thirty (30) calendar days of payoff of the mortgage loan. II. MORTGAGE PAYMENTS 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgator's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgator's loan documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements. 6. Unissued checks shall be safeguarded so as to prevent unauthorized access. IV. INVESTOR ACCOUNTING AND REPORTING 1. The servicing entity's investor reports shall agree with, or reconcile to, investor's records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity. V. MORTGAGOR LOAN ACCOUNTING 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on ARM loans shall be computed base on the related mortgage note and any ARM rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). VII. INSURANCE POLICIES 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. -21- Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of Waterfield Mortgage Company, Incorporated and Subsidiaries (the Company) are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of the Company's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2002 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2002, the Company complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, the Company had in effect a fidelity bond in the amount of $15,000,000 and a mortgage errors and omissins policy in the amount of $15,500,000. /s/ Donald A. Sherman --------------------------- Donald A. Sherman Chairman and Chief Executive Officer /s/ Vincent J. Otto --------------------------- Vincent J. Otto Executive Vice President and Chief Financial Officer February 14, 2003 -22-