EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of March, 2002, by and between XXXXXX BROTHERS BANK, FSB, a
federal savings bank (the "Seller" or "Xxxxxx Brothers Bank, FSB"), and BANK OF
AMERICA, N.A., a national banking association (referred to herein as the
"Servicer"), recites and provides as follows:
RECITALS
WHEREAS, the Seller acquired certain conventional, residential,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") from the
Servicer, which Mortgage Loans were either originated or acquired by the
Servicer pursuant to a Mortgage Loan Sale and Servicing Agreement between Xxxxxx
Brothers Bank, FSB, as "Purchaser," and the Servicer, as "Seller" and as
"Servicer," dated January 25, 2002 for Adjustable-Rate Mortgage Loans, Loan
Package LBB002-1 (the "MLSSA") which is annexed hereto as Exhibit B
WHEREAS, the Seller has conveyed certain Mortgage Loans identified on
Exhibit C 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 Xxxxx Fargo Bank Minnesota, N.A. (the
"Trustee"), pursuant to a trust agreement, dated as of March 1, 2002 (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 Serviced Mortgage Loan are currently being serviced by the
Servicer pursuant to the MLSAA.
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 and the Master Servicer to terminate the rights and
obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
MLSSA shall apply to the Serviced Mortgage Loans, but only to the extent
provided herein and that this Agreement 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 certain
circumstances, to terminate 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 MLSSA
incorporated by reference herein (regardless if such terms are defined in the
MLSSA), shall have the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank,
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to the Trust Agreement.
3. 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
MLSSA, except as otherwise provided herein and on Exhibit A hereto, and that the
provisions of the MLSSA, as so modified, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation
of Subsection 11.05 and Subsection 11.15 of the MLSSA, the remittance on April
18, 2002 to the Trust Fund is to include principal due after March 1, 2002 (the
"Trust Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate
collected during the related Due Period exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, with the adjustments
specified in clauses (b), (c) and (d) of Subsection 11.15 of the MLSSA.
5. 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 2002-5A Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as Xxxxxx Brothers Bank, FSB under the
MLSSA to enforce the obligations of the Servicer under the MLSSA and the term
"Purchaser" as used in the MLSSA in connection with any rights of the Purchaser
shall refer to the Trust Fund or, as the content 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
Subsection 13.01 of the MLSSA. Notwithstanding anything herein to the contrary,
in no event shall the Master Servicer assume any of obligations of Xxxxxx
Brothers Bank, FSB under the MLSSA 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.
6. No 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 (other than those
representations and warranties made by the Servicer in Subsection 7.01 of the
MLSSA) in connection with the transactions contemplated by the Trust Agreement
and issuance of the Certificates issued pursuant thereto.
7. 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.
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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
Attn: E. Xxxx Xxxxxxxxxx, Master Servicing,
SASCO 2002-5A
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled 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 2002-5A
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Prior to May 7, 2002:
Xxxxx Fargo Bank Minnesota, N.A.
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services (SASCO 2002-5A)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
On and after May 7, 2002:
Xxxxx Fargo Bank Minnesota, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Services (SASCO 2002-5A)
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 Bank, FSB
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the MLSSA.
8. 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.
9. 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.
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Executed as of the day and year first above written.
XXXXXX BROTHERS BANK, FSB,
as Seller
By:
-----------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
Acknowledged:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
--------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
XXXXX FARGO BANK MINNESOTA, N.A.
as Trustee
By:
-------------------------------------
Name: Xxx Xxxxx
Title: Vice President
EXHIBIT A
Modifications to the MLSSA
1. Unless otherwise specified herein, any provisions of the MLSSA, including
definitions, relating to (i) representations and warranties relating to the
Mortgage Loans and not relating to the servicing of the Mortgage Loans,
(ii) Mortgage Loan repurchase obligations, (iii) Whole-Loan Transfers,
Agency Transfers and Securitizations , and (iv) Assignments of Mortgage,
shall be disregarded for purposes relating to this Agreement. The exhibits
to the MLSSA and all references to such exhibits shall also be disregarded.
2. A new definition of "Best Efforts" is hereby added to Section 1 to
immediately follow the definition of "Assignment of Mortgage", to read as
follows:
Best Efforts: Efforts determined to be reasonably diligent by the
Servicer in its reasonable discretion. Such efforts do not require the
Servicer to enter into any litigation, arbitration or other legal or
quasi-legal proceeding, nor do they require the Servicer to advance or
expend fees or sums of money in addition to those specifically set
forth in this Agreement.
3. The definition of "Eligible Investments" in Section 1 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 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 Xxx, 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;
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(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 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 (i) a right to
receive only interest payments with respect to the obligations
underlying such instrument, or (ii) 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.
4. A new definition of "Xxxxxx Mae" is hereby added to Section 1 to
immediately follow the definition of "Xxxxxxx Mac," to read as follows:
Xxxxxx Mae: The Government National Mortgage Association, or any
successor thereto.
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5. The definition of "Mortgage Loan" in Section 1 is hereby amended in its
entirety to read as follows:
Mortgage Loan: An individual servicing retained Mortgage Loan which has
been purchased from the Servicer by Xxxxxx Brothers Bank, FSB 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.
6. The definition of "Mortgage Loan Schedules" in Section 1 is hereby amended
in its entirety to read as follows:
Mortgage Loan Schedules: The schedule of Mortgage Loans setting forth
certain information with respect to the Mortgage Loans which were
purchased from the Servicer by Xxxxxx Brothers Bank, FSB, which
Mortgage Loan Schedule is attached as Exhibit C to this Agreement.
7. The definition of "Opinion of Counsel" in Section 1 is hereby amended by
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.
8. The definition of "P&I Advance" in Section 1 is hereby amended in its
entirety to read as follows and moved in Section 1 to immediately follow
the definition of "MERS":
Monthly Advance: 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. To
the extent that the Servicer determines that any such amount is not
recoverable from collections or other recoveries in respect of such
Mortgage Loan, such determination shall be evidenced by a certificate
of a Servicing Officer delivered to the Master Servicer setting forth
such determination and the procedures and considerations of the
Servicer forming the basis of such determination, which shall include a
copy of any broker's price opinion and any other information or reports
obtained by the Servicer which may support such determinations.
9. A new definition of "Prepayment Interest Shortfall Amount" is hereby added
to Section 1 to immediately follow the definition of "Person," to read as
follows:
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Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan
that was subject to a voluntary (not including discounted payoffs)
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.
10. The definition of "Principal Prepayment" is hereby amended and restated to
read as follows:
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date,
including any prepayment charge or premium thereon, and which is not
accompanied by an amount of interest representing scheduled interest
due on any date or dates in any month or months subsequent to the month
of prepayment.
11. A new definition of "Principal Prepayment Period" is hereby added to
Section 1 to immediately follow the definition of "Principal Prepayment,"
to read as follows:
Principal Prepayment Period: The month preceding the month in which the
related Remittance Date occurs.
12. A new definition of "Qualified Depository" is hereby added to Section 1 to
immediately follow the definition of "Qualified Appraiser," 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, F.S.B., a federal savings bank.
13. A new definition of "Qualified GIC" is hereby added to Section 1 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;
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(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. A new definition of "Rating Agency" is hereby added to Section 1 to
immediately follow the definition of "Qualified GIC," to read as follows:
Rating Agency: Any of Fitch Ratings, Xxxxx'x Investors Service, Inc. or
Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., or
any successor of the foregoing.
15. The definition of "Servicing Fee" in Section 1 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, REO Disposition
Proceeds) of such Monthly Payment collected by the Servicer or as
otherwise provided under this Agreement.
16. The parties acknowledge that Section 2 shall be inapplicable to this
Agreement.
17. The parties acknowledge that the provisions of Section 3 are superseded by
Exhibit C attached hereto.
18. The parties acknowledge that Section 4 shall be inapplicable to this
Agreement.
19. The parties acknowledge that Section 5 shall be inapplicable to this
Agreement.
20. The parties hereto acknowledge that Section 6 (Delivery of Mortgage Loan
Documents) of the MLSSA shall be (i) superseded by the provisions of the
Custodial Agreement, and (ii) modified to indicate that the Servicer shall
prepare and execute at the direction of Xxxxxx Brothers Bank, FSB any note
endorsements in connection with the transfer of the Mortgage Loans to the
Trust Fund as the Owner of the Mortgage Loans and that Xxxxxx Brothers
Bank, FSB shall pay for any fees associated with the preparation and
execution of such note endorsements to the Trust Fund.
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21. Subsection 7.03 (Remedies for Breach of Representations and Warranties) is
hereby amended in its entirety to read as follows:
It is understood and agreed that the representations
and warranties set forth in Subsection 7.02 shall survive the
engagement of the Servicer to perform the servicing
responsibilities hereunder and the delivery of the Servicing
Files to the Servicer and shall inure to the benefit of the
Trustee, the Trust Fund and the Master Servicer. Upon
discovery by either the Servicer, the Master Servicer or the
Trustee of a breach of any of the foregoing representations
and warranties which materially and adversely affects the
ability of the Servicer to perform its duties and obligations
under this Agreement or otherwise materially and adversely
affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such
Mortgaged Property or the interest of the Trustee or the Trust
Fund, the party discovering such breach shall give prompt
written notice to the other.
Within 60 days of the earlier of either discovery by
or notice to the Servicer of any breach of a representation or
warranty set forth in Subsection 7.02 which materially and
adversely affects the ability of the Servicer to perform its
duties and obligations under this Agreement or otherwise
materially and adversely affects the value of the Loans, the
Mortgaged Property or the priority of the security interest on
such Mortgaged Property, the Servicer shall use its best
efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Servicer shall, at
the Trustee's option, assign the Servicer's rights and
obligations under this Agreement (or respecting the affected
Loans) to a successor Servicer selected by the Trustee with
the prior consent and approval of the Master Servicer. Such
assignment shall be made in accordance with Subsection 14.03.
In addition, the Servicer shall indemnify (from its
own funds) the Trustee, the Trust Fund and Master Servicer and
hold each of them harmless against any costs resulting from
any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Servicer's
representations and warranties contained in this Agreement. It
is understood and agreed that the remedies set forth in this
Subsection 7.03 constitute the sole remedies of the Master
Servicer, the Trust Fund and the Trustee respecting a breach
of the foregoing representations and warranties.
Any cause of action against the Servicer relating to
or arising out of the breach of any representations and
warranties made in Subsection 7.02 shall accrue upon (i)
discovery of such breach by the Servicer or notice thereof by
the Trustee or Master Servicer to the Servicer, (ii) failure
by the Servicer to cure such breach within the applicable cure
period, and (iii) demand upon the Servicer by the Trustee or
the Master Servicer for compliance with this Agreement.
22. The parties acknowledge that Section 8 shall be inapplicable to this
Agreement.
23. The parties acknowledge that Section 9 shall be inapplicable to this
Agreement.
24. The parties acknowledge that Section 10 shall be inapplicable to this
Agreement.
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25. Subsection 11.01 (Servicer to Act as Servicer; Subservicing) is hereby
amended as follows:
(i) by deleting the fifth paragraph of such subsection
and replacing it with the following:
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 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 Master Servicer, the Trustee or the Trust,
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, the Servicer shall not
permit any modification with respect to any Mortgage Loan that
would change the Mortgage Interest Rate, 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.
(ii) by adding the following to the end of the fifth
paragraph of such subsection:
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.
26. Subsection 11.03 (Collection of Mortgage Loan Payments) is hereby amended
by replacing the words "Continuously from the date hereof until the
principal and interest on all Mortgage Loans are paid in full" in the first
and second lines thereof to "Continuously from the Closing Date until the
date the Mortgage Loans cease to be subject to this Agreement".
27. Subsection 11.04 (Establishment of Custodial Account; Deposits in Custodial
Account) is hereby amended as follows:
(a) the words "Bank of America, N.A. in trust for Xxxxxx
Brothers Bank, FSB as Purchaser of Mortgage Loans and
various Mortgagors" in the fourth and fifth lines of the
first paragraph shall be replaced by the following words:
"Bank of America, N.A. in trust for the SASCO 2002-5A
Trust Fund";
(b) the words "commercial bank, a savings bank or a savings
and loan association (which may be a depository affiliate
of the Servicer) which meets the guidelines set forth by
Xxxxxx Mae or Xxxxxxx Mac as an eligible depository
institution for custodial accounts" in the sixth, seventh
and eighth lines of the first paragraph shall be replaced
by the following words" "Qualified Depository";
(c) by amending clause (i) to read as follows:
(i) the amount of any Prepayment Interest Shortfall
Amount paid out of the Servicer's own funds
without any right to reimbursement therefor;
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28. Subsection 11.05 (Withdrawals From the Custodial Account) is hereby amended
as follows:
(a) by replacing the last five lines of clause (c) with the
following:
(c) Servicer's right thereto shall be prior to the
rights of the Trust Fund; provided however, that
in the event that the Servicer determines in
good faith that any unreimbursed Monthly
Advances will not be recoverable from amounts
representing late recoveries of payments of
principal or interest respecting the particular
Mortgage Loan as to which such Monthly Advance
was made or from Liquidation Proceeds or
Insurance Proceeds with respect to such Mortgage
Loan, the Servicer may reimburse itself for such
amounts from the Custodial Account, it being
understood, in the case of any such
reimbursement, that the Servicer's right thereto
shall be prior to the rights of the Trust Fund;
(b) by deleting the word "and" at the end of clause (h), by
replacing the period at the end of clause (i) with a
semicolon and by adding the following new clauses (j) and
(k):
(j) to invest funds in the Custodial Account in
Eligible Investments in accordance with Subsection
11.04; and,
(k) to transfer funds to another Qualified Depository
in accordance with Subsection 11.09 hereof.
29. Subsection 11.06 (Establishment of Escrow Account; Deposits in Escrow
Account) shall be amended as follows:
(a) by deleting the words "Bank of America, N.A., in trust for
Xxxxxx Brothers Bank, FSB as Purchaser of Mortgage Loans
and various Mortgagors" in the fourth and fifth lines of
the first paragraph, and replacing them with the following
words:
"Bank of America, N.A., in trust for the SASCO 2002-5A
Trust Fund";
(b) by replacing the words "commercial bank, a savings bank or
a savings and loan association (which may be a depository
affiliate of the Servicer) which meets the guidelines set
forth by Xxxxxx Xxx or Xxxxxxx Mac as an eligible depository
institution for custodial accounts" in the sixth, seventh and
eighth lines of the first paragraph with the following words"
"Qualified Depository".
30. Subsection 11.09 (Transfer of Accounts) is hereby amended by replacing the
words "depository institution" with the words "Qualified Depository".
31. Subsection 11.13 (Title, Management and Disposition of REO Property) is
hereby amended (i) by adding two new paragraphs after the second paragraph
thereof to read as follows:
A-8
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;
(ii) by replacing the word "advances" in the eighth line of
the third paragraph thereof with "Monthly Advances"; and,
(iii) by adding the following to the end of such Subsection:
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.
32. Subsection 11.15 (Distributions) is hereby amended by adding the following
after the second paragraph of such Subsection:
All remittances required to be made to the Master
Servicer shall be made to the following wire account or to
such other account as may be specified by the Master Servicer
from time to time:
X-0
XXXxxxxx Xxxxx Xxxx
Xxx Xxxx, Xxx Xxxx
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 2002-5A
33. Subsection 11.16 (Statements to Purchaser) is hereby amended in its
entirety to read as follows:
Subsection 11.16 Statements to Master Servicer.
Not later than the tenth calendar day of each month
(or if such calendar day is not a Business Day, the
immediately succeeding Business Day), the Servicer shall
furnish to the Master Servicer (a) 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 between the
Servicer and the Master Servicer) relating to the period
ending on the last day of the preceding calendar month, (b)
all such information required pursuant to clause (a) above on
a magnetic tape or other similar media reasonably acceptable
to the Master Servicer, (c) on a current and cumulative basis
the amount of any (i) claims filed, (ii) claims payments made,
(iii) claims denied, (iv) policies cancelled with respect to
those Serviced Mortgage Loans covered by any PMI Policy and
(v) all such other information reasonably required by the
Master Servicer and (d) the amount of any Monthly Advances
made by the Servicer on such Monthly Remittance Date.
Beginning with the year 2003, the Servicer shall
prepare and file any and all tax returns, information
statements or other filings for the portion of the tax year
2002 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.
34. Subsection 11.20 (Annual Statement as to Compliance) is hereby amended and
restated in its entirety to read as follows:
Subsection 11.20 Annual Officer's Certificate.
On or before July 31st of each year, beginning with
July 31, 2002, the Servicer, at its own expense, will deliver
to Xxxxxx Brothers Bank, FSB 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.
35. Subsection 11.21 (Annual Independent Public Accountants' Servicing Report)
is hereby amended and restated in its entirety to read as follows:
A-10
Subsection 11.21 Annual Audit Report.
On or before July 31 of each year, beginning with
July 31, 2002, 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
Xxxxxx Brothers Bank, FSB 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.
36. Subsection 12.01 (Indemnification; Third Party Claims) is hereby amended
and restated in its entirety to read as follows:
The Servicer shall indemnify Xxxxxx Brothers Bank,
FSB, 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 Xxxxxx Brothers Bank, FSB, the Master
Servicer and the Trustee or any other relevant party if a
claim is made by a third party with respect to this Agreement
or the Mortgage Loans, assume (with the prior written consent
of the indemnified party, which consent shall not be
unreasonably withheld or delayed) the defense of any such
claim and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or any of
such parties in respect of such claim. The Servicer shall
follow any written instructions received from the Trustee in
connection with such claim. The Servicer shall provide the
Trustee with a written report of all expenses and advances
incurred by the Servicer pursuant to this Subsection 12.01,
and 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 relates to the failure of the Servicer to service and
administer the Mortgage Loans in strict compliance with the
terms of this Agreement or the gross negligence, bad faith or
willful misconduct of this Servicer.
37. Subsection 12.04 (Seller and Servicer Not to Resign) is hereby amended and
restated in its entirety to read as follows:
A-11
Subsection 12.04 Limitation on Resignation and Assignment by
Servicer
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 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.
38. Subsection 13.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master
Servicer"
(b) changing the word "three" to "two" in clause (a);
(c) adding the words "within the applicable cure period"
after the word "remedied" in the second line of the
second paragraph; and
(d) amending subclause (g) as follows: "the Servicer at
any time is neither a Xxxxxx Xxx or Xxxxxxx Mac
approved servicer, and the Master Servicer has not
terminated the rights and obligations of the Servicer
under this Agreement and replaced the Servicer with a
Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30
days of the absence of such approval;".
39. Subsection 13.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" in such Subsection to "Master Servicer with the
prior written consent of the Trustee".
40. Subsection 14.01 (Termination) is hereby amended by (i) changing the word
"Purchaser" to "Xxxxxx Brothers Bank, FSB", (ii) adding the word "or" after
clause (a), (iii) deleting all of clause (c) and (iv) deleting the last
paragraph of such Subsection.
41. Subsection 14.02 (Termination of the Servicer Without Cause) is hereby
amended by replacing the first reference to "Purchaser" with "Xxxxxx
Brothers Bank, FSB (with the prior consent of the Trustee)" and by
replacing all other references to "Purchaser" with "Xxxxxx Brothers Bank,
FSB."
42. Subsection 14.03 (Successors to the Servicer) is hereby amended in its
entirety to read as follows:
A-12
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Subsections 12.04, 13.01, 14.01 or 14.02, the Master Servicer
shall, in accordance with the provisions of the Trust
Agreement (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor meeting the eligibility
requirements of this Agreement, 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, Xxxxxx Brothers Bank, FSB, 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 Xxxxxx
Brothers Bank, FSB, 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 Subsections, 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 Subsections shall not become effective until a
successor shall be appointed pursuant to this Subsection 14.03
and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Section 7 and
the remedies available to the Trust Fund under Subsection 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 Account or any Escrow Account or
thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Servicer
and the Master Servicer an instrument (i) accepting such
appointment, wherein the successor shall make an assumption of
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 Subsections 12.04,
13.01, 14.01 or 14.02 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.
A-13
The Servicer shall deliver within three (3) Business
Days of the appointment of a successor Servicer the funds in
the Account and Escrow Account and all Collateral Files,
Credit Files and related documents and statements held by it
hereunder to the successor Servicer 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 (whether as a result of
termination or removal of the Servicer or resignation of the
Servicer or otherwise), 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.
43. The parties acknowledge that Section 22 shall be inapplicable to this
Agreement.
44. Section 25 (Amendment) is hereby amended by replacing the words "by the
Purchaser, he Seller and the Servicer by written agreement signed by the
parties hereto" with the words "by written agreement by the Servicer and
Xxxxxx Brothers Bank, FSB, with the written consent of the Master Servicer
and the Trustee".
45. Section 29 (Successors and Assigns) is hereby deleted in its entirety.
46. Section 30 (Non-Solicitation) is hereby amended by replacing the words "the
Purchaser" with "Xxxxxx Brothers Bank, FSB" in each instance.
47. A new Section 31 (Intended Third Party Beneficiaries) is hereby added below
Section 30 to read as follows:
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-14
EXHIBIT B
Mortgage Loan Sale and Servicing Agreement
[See Exhibit #99.8]
EXHIBIT C
Schedule of Serviced Mortgage Loans
[Intentionally Omitted]
EXHIBIT D-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
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
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
47. Loss Mit Approval Date
D-2-2
48. Loss Mit Removal Date
49. REO Flag
50. Actual REO Start Date
51. REO List Date
52. REO List Price
53. Date REO Offer Received
54. Date REO Offer Accepted
55. REO Scheduled Close Date
56. REO Actual Closing Date
57. REO Net Sales proceeds
58. REO Sales Price
59. Paid Off Code
60. Paid in Full Date
61. MI Certificate Number
62. MI Cost
63. Other Advance Expenses
64. T&I Advances
65. Interest Advances
66. Liquidation Status
67. BK Atty Fees & Costs
68. FC Atty Fees & Costs
69. Eviction Atty Fees & Costs
70. Appraisal, BPO Costs
71. Property Preservation Fees
72. Actual Claim Filed Date
73. Actual Claim Amount Filed
74. Claim Amount Paid
75. Claim Funds Received Date
76. Realized Gain or Loss
77. BK Flag
78. Bankruptcy Chapter
79. Actual Bankruptcy Start Date
80. Actual Payment Plan Start Date
81. Actual Payment Plan End Date
82. Date POC Filed
83. Date Filed Relief/Dismissal
84. Relief/Dismissal Hearing Date
85. Date Relief/Dismissal Granted
86. Post Petition Due Date
87. Prepayment Flag
88. Prepayment Waived
89. Prepayment Premium Collected
90. Partial Prepayment Amount Collected
91. Prepayment Expiration Date
92. Origination Value Date
93. Origination Value Source
94. Original Value Amount
95. FC Valuation Amount
96. FC Valuation Source
97. FC Valuation Date
98. REO Value Source
99. REO Value(As-is)
100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
D-2-3
