10-K/A 1 thb04003_2004.txt 2004 FORM 10K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) During the transmission process a system error occurred which resulted in the ommission for some of the attachments to the Registrant's annual report on Form 10-K for the fiscal year ended December 31, 2004, originally filed on March 30, 2005. The Registrant hereby amends and restates such annual report on Form 10-K with this Amendment No.1. (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-115858-16 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, 7th Floor New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212)526-7000 Thornburg Mortgage Securities Trust Mortgage Loan Pass-Through Certificates Series 2004-3 (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 ( 229.405 of this chapter) 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. Not applicable. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. Documents Incorporated by Reference List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Not Applicable. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trust created under the Trust Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. The Trust does not issue stock. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2004, the total number of holders of record for the Series of Certificates is 15. Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. Item 9B. Other Information. None. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (31.1) Rule 13a-14(a)/15d-14(a) Certification (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities. a) Cenlar FSB, as Servicer b) Colonial Savings, F.A., as Servicer c) First Republic Bank, as Servicer d) Harborside Mortgage, as Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing Standards. a) Cenlar FSB, as Servicer b) Colonial Savings, F.A., as Servicer c) First Republic Bank, as Servicer d) Harborside Mortgage, as Servicer
(99.3) Annual Statements of Compliance under the Servicing Agreements. a) Cenlar FSB, as Servicer b) Colonial Savings, F.A., as Servicer c) First Republic Bank, as Servicer d) Harborside Mortgage, as Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) Not applicable. (c) Omitted. Filed herewith. SIGNATURES 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: Structured Asset Securities Corporation (Registrant) Signed: Wells Fargo Bank, N.A. as Master Servicer for the Thornburg Mortgage Securities Trust Mortgage Loan Pass-Through Certificates, Series 2004-3. By: Kristen Ann Cronin, Vice President By: /s/ Kristen Ann Cronin, Vice President Dated: SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. (a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders. Exhibit Index Exhibit No. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification I, Kristen Ann Cronin, 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 Thornburg Mortgage Securities Trust Mortgage Loan Pass-Through Certificates, Series 2004-3 Trust; 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 master servicer under the pooling and servicing, or similar, agreement, and based on upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the master 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: Cenlar FSB as Servicer, Colonial Savings, F.A. as Servicer, First Republic Bank as Servicer, Harborside Mortgage as Servicer. Date: /s/ Kristen Ann Cronin Signature Vice President Title EX-99.1 (a) (logo) KPMG KPMG LLP New Jersey Headquarters 150 John F. Kennedy Parkway Short Hills, NJ 07078 Independent Accountants' Report The Board of Directors Cenlar FSB: We have examined management's assertion, included in the accompanying report, that Cenlar FSB (a wholly-owned subsidiary of Cenlar Capital Corporation) and subsidiaries (Cenlar) complied 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 the year ended December 31, 2004. Management is responsible for Cenlar's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Cenlar'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 Cenlar's compliance with the minimum servicing standards specified above 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 Cenlar's compliance with the minimum servicing standards. In our opinion, management's assertion that Cenlar complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ KPMG LLP February 18, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (b) (logo) PFSJ PAYNE FALKNER SMITH & JONES, P.C. Certified Public Accountants Report of Independent Auditors on Compliance with Requirements of the Uniform Single Attestation Program for Mortgage Bankers Board of Directors and Stockholder of Colonial Savings, F.A. We have examined management's assertion about Colonial Savings, F.A. ("Colonial") 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 September 30, 2004, included in the accompanying management's assertion about Colonial'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 Colonial'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 Colonial's compliance with the minimum servicing standards. In our opinion, management's assertion that Colonial complied with the aforementioned minimum servicing standards as of and for the year ended September 30, 2004, is fairly stated, in all material respects. /s/ Payne Falkner Smith & Jones, P.C. November 10, 2004 10711 Preston Road * Suite 110 * Dallas. TX 75230 * 972 / 404-1226 * Fax 214 / 363-9980 EX-99.1 (c) (logo) KPMG KPMG LLP 55 Second Street San Francisco, CA 94105 Independent Accountants' Report The Board of Directors First Republic Bank: We have examined management's assertion, included in the accompanying Management Assertion, that First Republic Bank (the Bank) complied with the minimum servicing standards set forth 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, 2004. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank'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 Bank's compliance with the minimum servicing standards specified above 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 Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that First Republic Bank complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ KPMG LLP March 11, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (d) HANCOCK, ASKEW & Co., LLP Certified Public Accountants 570 EAST YORK STREET SAVANNAH, GEORGIA 31401 Independent Accountant's Report Harbourside Mortgage Company, a division of The Savannah Bank, N. A. Hilton Head Island, SC 29938 We have examined management's assertion about Harbourside Mortgage Company, a division of The Savannah Bank, N. A.,'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, 2004 included in the accompanying management assertion. Management is responsible for Harbourside Mortgage 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 conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence supporting Harbourside Mortgage 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 Harbourside Mortgage Company's compliance with the minimum servicing standards. Management's assertion disclosed that Harbourside Mortgage Company has not met the minimum servicing standards in regards to custodial bank accounts as of and for the year ended December 31, 2004. Harbourside Mortgage Company's custodial bank account reconciliations were not prepared and reviewed by someone other than the person preparing the reconciliations within forty-five days after the cutoff dates, and they contained reconciling items that were not resolved within ninety calendar days of their original identification. In our opinion, management's assertion that Harbourside Mortgage Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 with the exception of the disclosure described in the preceding paragraph, is fairly stated in all material respects. Respectfully submitted, /s/ HANCOCK, ASKEW & Co., LLP Savannah, Georgia March 16, 2005 EX-99.2 (a) (logo) CENLAR CENTRAL LOAN ADMINISTRATION & REPORTING February 18, 2005 Management Assertion As of and for the year ended December 31, 2004, Cenlar FSB 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, Cenlar FSB had in effect a fidelity bond in the amount of $40,000,000 and mortgagee errors and omissions policy in the amount of $35,000,000. /s/ Michael W. Young Michael W. Young President, Chief Executive Officer and Chairman of the Board /s/ Gregory S. Tornquist Gregory S. Tornquist Executive Vice President and Chief Financial Officer /s/ Stephen W.Gozdan Stephen W.Gozdan Senior Vice President and Chief Operating Officer PO Box 77400 * Ewing, NJ 08628 * 609-883-3900 EX-99.2 (b) (logo) COLONIAL SAVINGS Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards November 10, 2004 As of and for the year ended September 30, 2004, Colonial Savings, F.A. 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, Colonial Savings, F.A. had in effect a fidelity bond and errors and omissions policy in the amount of $10,000,000. /s/ Jim E. DuBose Jim E. Dubose President and Chief Executive Officer /s/ Ben Dempsey Ben Dempsey Senior Vice President and Chief Financial Officer 2626A WEST FREEWAY, FORT WORTH, TEXAS 76102 OFFICE: 817-390-2000 www.colonialsavings.com EX-99.2 (c) (logo) FIRST REPUBLIC BANK It's a privilege to serve you Management Assertion As of and for the year ended December 31, 2004, First Republic Bank (the Bank) 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. The Bank had in effect a fidelity bond insurance policy of $15,000,000 for the period from January 1, 2004 through August 11, 2004 and 30,000,000 from August 12, 2004 through December 31, 2004. As of and for the year ended December 31, 2004 the Bank had in effect an errors and omissions insurance policy in the amount of $5,000,000. /s/ James H. Herbert II James H. Herbert II President and Chief Executive Officer March 11, 2005 /s/ Katherine August-deWilde Katherine August-deWilde Executive Vice President and Chief Operating Officer March 11, 2005 /s/ Willis H. Newton, Jr. Willis H. Newton, Jr. Executive Vice President and Chief Financial Officer March 11, 2005 /s/Nancy Segreto Nancy Segreto Vice President Loan Operations March 11, 2005 San Francisco Los Angeles Santa Barbara Newport Beach San Diego Los Vegas New York III PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR (800) 392-1400, Fax (415) 392-1413 CONVENIENT INTERNET BANKING AT www.FIRSTREPUBLIC.COM * NEW YORK STOCK EXCHANGE SYMBOL MEMBER FDIC EX-99.2 (d) (logo) Harbourside MORTGAGE Hancock Askew & Co., LLP P.O. Box 2486 Savannah, GA 31402 In connection with your examination of our assertion that Harbourside Mortgage Company, a division of The Savannah Bank, N.A., complied with the minimum servicing standards 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, 2004, we recognize that obtaining representations from us concerning the information contained in this letter is a significant procedure in enabling you to express an opinion on management's assertion about compliance with the minimum servicing standards. Accordingly, we make the following representations, which are true to the best of our knowledge and belief in all material respects: 1. We are responsible for complying with the minimum servicing standards in the USAP. 2. We are responsible for establishing and maintaining an effective internal control structure over compliance with the minimum servicing standards. 3. We have performed an evaluation of Harbourside Mortgage Company's compliance with the minimum servicing standards. 4. As of and for the year ended December 31, 2004, Harbourside Mortgage Company, except as listed in Exhibit A, has complied with the minimum servicing standards. 5. We have disclosed to you all known noncompliance with the minimum servicing standards. This disclosure is documented in the previously noted Exhibit A. 6. We have made available to you all documentation related to compliance with the minimum servicing standards. 7. We have made the following interpretation of the minimum servicing standard related to... Not applicable. Management has made no interpretations regarding the stated standards. 8. We have disclosed any communications from regulatory agencies, internal auditors, and other practitioners concerning possible noncompliance with the minimum servicing standards, including communications received between December 31, 2004 and March 18, 2005. 9. We have disclosed to you any known noncompliance occurring subsequent to December 31, 2004. /s/ Edward J. Brown, Jr. Edward J. Brown, Jr. President, Harbourside Mortgage Company /s/ March 2, 2005 March 2, 2005 /s/ Robert B. Briscoe Robert B. Briscoe Executive Vice President & Chief Financial Officer /s/ 3/2/05 March 2, 2005 23-C Shelter Cove Lane, Suite 200 * P.O. Box 7827 * Hilton Head Island, SC 29938 Phone: 843-341-1200 * Fax: 843-341-1201 A Division of The Savannah Bank, N.A. (logo) Harbourside MORTGAGE Exhibit "A" to Management Representation Letter Dated March 2, 2005 Management discloses an exception to the company's compliance with the minimum standards set forth in the USAP, Custodial Bank Accounts for the period ending December 31, 2004. As of December 31, 2004 reconciliations of the investor DDA accounts were not prepared on a monthly basis and items were not cleared within the timeframes outlined in the minimum standards. As of the attestation date, the company serviced fifty-three loans subject to USAP's minimum standards. Management asserts that all funds due investors were remitted correctly and collected properly from borrowers. Items not reconciled were due to set-up difficulties within the system. As a result, related reconciling items in the custodial bank accounts as of year-end were differences within the company and not with borrowers or investors. These procedural issues have been corrected through training and supervisory additions. Management recognizes the importance of compliance with the USAP procedures and, accordingly, has committed to a follow-up USAP Attestation review, focused on the reconcilement exception. This review will be conducted by independent external auditors, and has a scheduled date of completion of no later than June 30, 2005. 23-C Shelter Cove Lane, Suite 200 * P.O. Box 7827 * Hilton Head Island, SC 29938 Phone: 843-341-1200 * Fax: 843-341-1201 A Division of The Savannah Bank, N.A. EX-99.3 (a) Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: George Schwartz, Sr Vice President, Cenlar, FSB /s/George Schwartz Officer SVP Title 2/25/05 Date EX-99.3 (b) (logo) COLONIAL SAVINGS ANNUAL CERTIFICATE FOR THE Wells Fargo Bk MN, NA INVESTOR # 3146, 3164, 3173, 3532, 3337, 3409, 3531, 3743 In accordance with the Sale and Servicing Agreement for the referenced program, I, the undersigned, hereby certify as to each mortgage loan being serviced by the below named institution that as of the preceding anniversary date of the Agreement: 1. As an "Officer" of the below named institution as such term is defined in the Agreement and being authorized to issue this Annual Certificate. 2. All real estate taxes and special assessments of any nature, relating to the mortgage loans, have been paid as and when due. 3. The insurance policies are fully paid and comply with the Agreement. 4. Analysis has been made to insure sufficient monies are being collected in escrow for the current year. 5. All inspections have been made as required by the Agreement. It is further certified that, To the best of my knowledge and upon reasonable investigation, the servicing of the mortgage loans during the year preceding the last Anniversary date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as have been set forth below: EXCEPTIONS: (if any) A review of activities with respect to performance under the Agreement during the year preceding the last anniversary date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the below date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which have been listed below with the nature and status thereof: EVENTS OF DEFAULT: (if any): PARTICIPANT: COLONIAL SAVINGS, F.A. SIGNED:/s/Cary W. Adams TITLE: Cary W. Adams, Senior Vice President DATED: December 31, 2004 2626A WEST FREEWAY, FORT WORTH, TEXAS 76102 OFFICE: 817-390-2000 www.colonialsavings.com EX-99.3 (c) Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectivelt, have been prepared and filed. Certified By: /s/ Nancy Segreto Nancy Segreto Officer Senior Vice President Title March 9, 2005 Date EX-99.3 (d) (logo) Harbourside MORTGAGE Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Road Columbia, MD 21045 Attention: Servicer Oversight Group RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (i) A review of the activities of the Servicer during the preceding fiscal year and of the Servicer's performance of the Servicer under the terms of the Servicing Agreement with respect to such Loans has been made under the supervision of the officer who signed such Officer's Certificate; (ii) To the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year, or if there has been a default in the fulfillment of any such obligation, such Officer's Certificate shall specify each such default known to such signer and the nature and status thereof and what action the Servicer proposes to take with respect thereto. Certified By: /s/ Edward J Brown Edward J Brown SVP The Savannah Bank, NA March 18, 2005 23-C Shelter Cove Lane, Suite 200 * P.O. Box 7827 * Hilton Head Island, SC 29938 Phone: 843-341-1200 * Fax: 843-341-1201 A Division of The Savannah Bank, N.A Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 7,014,117.14 48,709,563.77 0.00 1,167,660,436.23 A-R 0.35 100.00 0.00 0.00 A-X 2,141,629.58 0.00 0.00 1,167,660,436.23 B-1 171,805.98 3,585.45 0.00 16,323,414.55 B-2 99,114.38 2,068.44 0.00 9,416,931.57 B-3 46,247.76 965.15 0.00 4,394,034.85 B-4 39,639.44 827.24 0.00 3,766,172.76 B-5 19,814.46 413.51 0.00 1,882,586.49 B-6 39,687.81 827.91 0.00 3,770,769.09