EXECUTION
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of August, 2000, by and between XXXXXX CAPITAL, A DIVISION
OF XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation ("Xxxxxx Capital"),
and LONG BEACH MORTGAGE COMPANY, a California corporation ("the Servicer"),
recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Capital has conveyed certain Mortgage Loans identified on
Schedule I 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 First Union National
Bank, a national banking association, as trustee (the "Trustee"), under a
trust agreement dated as of August 1, 2000 (the "Trust Agreement"), among the
Trustee, Xxxxx Fargo Bank Minnesota, National Association, as master servicer
("Xxxxx Fargo," and, together with any successor Master Servicer appointed
pursuant to the provisions of the Trust Agreement, the "Master Servicer"),
SASCO, Xxxxxx Brothers Holdings Inc., as seller, The Murrayhill Company, as
loss mitigation advisor and the Federal Home Loan Mortgage Corporation
("Xxxxxxx Mac"), as guarantor (the "Guarantor").
WHEREAS, multiple classes of certificates (the "Certificates"), including
the Class X Certificate, will be issued on the Closing Date pursuant to the
Trust Agreement, and Xxxxxx Brothers Inc. or a nominee thereof (together with
any successor in interest thereto and any permitted assignee or transferee
thereof, the "Directing Holder") is expected to be the initial registered
holder of the Class X Certificate.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by the
Servicer pursuant to the Purchase, Warranties and Servicing Agreement between
Xxxxxx Brothers Bank, FSB (the "Bank") and the Servicer dated as of April 1,
2000 (for Fixed and Adjustable Rate Mortgage Loans Flow Delivery Program) (the
"4/1/2000 PWSA").
WHEREAS, pursuant to an Assignment, Assumption and Recognition Agreement,
dated as of September 8, 2000, the Bank has assigned all of its right, title
and interest in and to the Serviced Mortgage Loans to Xxxxxx Capital and
delegated all of its duties and obligations as Purchaser under the 4/1/2000
PWSA to Xxxxxx Capital, and Xxxxxx Capital has accepted such assignment and
delegation.
WHEREAS, Xxxxxx Capital 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 Directing Holder, the Master Servicer and the Guarantor to
terminate the rights and obligations of the Servicer hereunder as set forth
herein and to the other conditions set forth herein.
WHEREAS, Xxxxxx Capital and the Servicer desire that the provisions of
the 4/1/2000 PWSA shall apply to the Serviced Mortgage Loans, but only to the
extent provided herein and that this Agreement shall constitute a
Reconstitution Agreement (as defined in the 4/1/2000 PWSA) which shall govern
the Serviced Mortgage Loans for so long as such Serviced Mortgage Loans remain
subject to the provisions of the Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right, under
certain circumstances, to terminate the rights and obligations of the Servicer
under this Agreement.
WHEREAS, Xxxxxx Capital and the Servicer intend that each of the Master
Servicer, the Directing Holder, the Trustee and the Guarantor 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, Xxxxxx Capital 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 4/1/2000 PWSA between
Xxxxxx Capital and the Servicer incorporated by reference herein (regardless
if such terms are defined in the 4/1/2000 PWSA), shall have the meanings
ascribed to such terms in the Trust Agreement.
2. Servicing. The Servicer agrees, with respect to the Serviced Mortgage
Loans, to perform and observe the duties, responsibilities and obligations
that are to be performed and observed under the provisions of the 4/1/2000
PWSA, except as otherwise provided herein and on Exhibit A hereto, and that
the provisions of the 4/1/2000 PWSA, as so modified, are and shall be a part
of this Agreement to the same extent as if set forth herein in full.
3. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the trust fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as Xxxxxx Capital under the 4/1/2000
PWSA to enforce the obligations of the Servicer under the 4/1/2000 PWSA and
the term "Purchaser" as used in the 4/1/2000 PWSA in connection with any
rights of the Purchaser shall refer to the Master Servicer, except as
otherwise specified in Exhibit A hereto. The Master Servicer, with the prior
consent of Xxxxxxx Mac, 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, as and to the
extent provided in Article X of the 4/1/2000 PWSA. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer assume any of
the obligations of Xxxxxx Capital under the 4/1/2000 PWSA; and in connection
with the performance of the Master Servicer's duties hereunder the parties and
other signatories hereto agree that the Master Servicer shall be entitled to
all of the rights, protections and limitations of liability afforded to the
Master Servicer under the Trust Agreement.
4. Compliance with HOEPA. The Servicer is currently in compliance with
the Home Ownership and Equity Protection Act ("HOEPA") and will continue to
operate its business in compliance with HOEPA.
5. 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 in connection with the
transactions contemplated by the Trust Agreement and issuance of the
Certificates pursuant thereto.
6. 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.
7. 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.
8. 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.
9. Reconstitution. Xxxxxx Capital and the Servicer agree that this
Agreement is a "Reconstitution Agreement" and that the date hereof is the
"Reconstitution Date", each as defined in the 4/1/2000 PWSA.
10. Notices and Remittances to the Master Servicer and Trustee. All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Xxxxx Fargo Bank Minnesota, National Association
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Master Servicing Department, ARC 2000-BC3
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made to the following wire account:
Xxxxx Fargo Bank Minnesota, National Association
Minneapolis, Minnesota
ABA#: 000-000-000
Account Name: Corporate Trust Clearing
Account Number: 0000000000
For further credit to: Collection Account No. 00000000 (ARC 2000-BC3)
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
First Union National Bank
000 X. Xxxxx Xxxxxx XX.0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Structured Finance Trust Services (ARC 2000-BC3)
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Guarantor hereunder shall be
delivered to the Guarantor at the following address:
Federal Home Loan Mortgage Corporation
0000 Xxxxx Xxxxxx Xxxx
XxXxxx, Xxxxxxxx 00000
Attention: Structured Finance - Director of Specialized Business
Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Executed as of the day and year first above written.
XXXXXX CAPITAL, A DIVISION OF
XXXXXX BROTHERS HOLDINGS INC.
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Authorized Signatory
LONG BEACH MORTGAGE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Acknowledged:
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Master Servicer
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK,
as Trustee
By: /s/ Xxxxxxxxx X. Xxxxx
----------------------------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title:
FEDERAL HOME LOAN MORTGAGE CORPORATION,
as Guarantor
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director-Securities Servicing & Processing
EXHIBIT A
Modifications to the 4/1/2000 PWSA
1. Definitions relating to the purchase of any Mortgage Loan Package by the
Purchaser including "Closing Date", "Commitment Letter", "Cut-off Date",
"Cut-off Date Principal Balance", "Final Closing Date Principal Balance",
"Initial Closing Date", "Pass-Through Transfer", "Purchase Price",
"Transfer" and "Whole Loan Transfer", shall have no applicability to this
Agreement. In addition, the exhibits to the 4/1/2000 PWSA and all
references to such exhibits shall also be disregarded.
2. For reporting purposes, a Mortgage Loan is "delinquent" when any payment
contractually due thereon has not been made by the close of business on
the Due Date therefor. Such Mortgage Loan is "30 days Delinquent" if such
payment has not been received by the close of business on the
corresponding day of the month immediately succeeding the month in which
such payment was first due, or, if there is no such corresponding day
(e.g., as when a 30-day month follows a 31-day month in which a payment
was due on the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for "60 days Delinquent" and the
second immediately succeeding month and "90 days Delinquent" and the
third immediately succeeding month.
3. The definition of "Adverse REMIC Event" is hereby added to Article I
immediately following the definition of "Adjustment Date":
Adverse REMIC Event: As defined in Article X of the Trust Agreement.
4. The definition of "Custodial Agreement" in Article I is hereby amended in
its entirety to read as follows:
Custodial Agreement: The custodial agreement relating to the custody
of the Serviced Mortgage Loans among (i) Xxxxx Fargo Bank Minnesota,
National Association, as Custodian, the Trustee and Structured Asset
Securities Corporation (the "Depositor").
5. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
Custodian: Xxxxx Fargo Bank Minnesota, National Association, any
successor in interest or any successor custodian.
6. The definition of "Determination Date" in Article I is hereby amended to
read as follows:
Determination Date: The last day of the Due Period immediately
preceding the related Remittance Date (or if such day is not a
Business Day, the Business Day immediately preceding such day).
7. The definition of "Opinion of Counsel" in Article I is hereby amended by
changing the word "Purchaser" to "Trustee, the Guarantor and Xxxxxx
Capital" and by adding the following proviso at the end of such
definition.
; provided, however, 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 reasonably
acceptable to the Trustee, the Guarantor and Xxxxxx Capital, who (i)
is in fact independent of the Servicer, (ii) does not have any
material direct or indirect financial interest in the Servicer and
(iii) is not connected with the Servicer as an officer, employee,
director or person performing similar functions.
8. The following definitions are hereby added to Article I of the Trust
Agreement to immediately follow the definition of "Reconstitution Date":
REMIC: A "real estate mortgage investment conduit" within the
meaning of' Section 860D of the Code.
REMIC Documents: The document or documents, creating and governing
the administration of a REMIC.
REMIC Eligible Mortgage Loan: A Mortgage Loan held by a REMIC which
satisfies and/or complies with all applicable REMIC Provisions.
REMIC Provisions: Provisions of the federal income tax law relating
to a REMIC, which appear at Section 860A through 860G of Subchapter
M of Chapter 1, Subtitle A of the Code, and related provisions, and
regulations, rulings or pronouncements promulgated thereunder, as
the foregoing may be in effect from time to time.
9. The definition of "Remittance Date" in Article I is hereby amended by
deleting the reference to "beginning May 18, 2000".
10. The definition of "REO Property" in Article I is hereby amended by
replacing the word "Purchaser" with "the Trustee on behalf of the Trust
Fund".
11. Article II ("Agreement to Purchase", etc.) is hereby deleted in its
entirety as inapplicable to this reconstitution.
12. Section 3.01 (Individual Mortgage Loans) shall be disregarded as not
applicable to this reconstitution.
13. Section 3.02 (Company Representations) is hereby amended as follows:
(a) by adding the words "is solvent and" after the word Company in
clause (h) and deleting the second and third sentence of clause
(h);
(b) by deleting clauses (i), (j) and (m);
(c) by restating the second sentence of clause (n) to read as
follows:
In connection with the ARC 2000-BC3 Mortgage Loan Trust
securitization, the Servicer is in good standing to service the
Mortgage Loans for Xxxxxxx Mac; and
(d) by adding the following paragraph immediately succeeding clause
(o);
It is understood and agreed that the representations and
warranties set forth in Section 3.02 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 Section 3.02 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 and the Guarantor.
Such assignment shall be made in accordance with Section 14.01.
14. Section 3.03 (Repurchase and Substitution; Prepayments), Section 3.04
(Closing), Section 3.05 (Closing Documents) and Section 3.06 (Costs)
shall be disregarded as not applicable to this reconstitution.
15. Section 4.01 (Company to Act as Servicer) is hereby amended as follows:
(a) The second paragraph of Section 4.01 is hereby amended by
replacing the word "Purchaser" wherever it appears with
"Trustee"; and by adding the following sentence immediately
after the word "Loan" in the ninth line theror:
"unless the Servicer shall have provided to the Master Servicer,
the Trustee and the Guarantor an Opinion of Counsel in writing
to the effect that such modification, waiver or amendment would
not cause an Adverse REMIC Event."
16. Section 4.02 (Liquidation of Mortgage Loans) is hereby amended as
follows:
(a) by replacing the word "Purchaser" in the seventh line of the
first paragraph thereof with "Trustee and the Trust Fund; by
replacing the word "Purchaser" in the 17th line of the first
paragraph and every time it appears in the second and third
paragraphs with the word "Trust Fund"; and
(b) by replacing the words "then the Seller shall" in the first
sentence of the last paragraph of Section 4.02 with "then the
Servicer shall, after receiving the prior written consent of
the Guarantor,"; and
(c) changing the reference to "Seller" in the last sentence of the
last paragraph thereof to "Servicer".
17. Section 4.04 (Establishment of Custodial Account; Deposit in Custodial
Account) is hereby amended as follows:
(a) the words "Long Beach Mortgage Company, in trust for the
Purchaser-Fixed Rate and Adjustable Rate Mortgage Loans, Flow
Delivery Program 2000-1" in the fourth and fifth lines of the
first sentence of the first paragraph shall be replaced by the
following: "in trust for Xxxxx Fargo Bank Minnesota, National
Association, as Master Servicer for the ARC 2000-BC3 Trust".
18. Section 4.05 (Withdrawals From Custodial Account) is hereby amended as
follows:
(i) by restating clause (i) to read: "to pay any outstanding MGIC
Insurance Premiums and to make payments to the Master Servicer
on behalf of the Trust Fund in the amounts and in the manner
provided by Section 5.01":
(ii) by restating clause (ii) as follows: "to reimburse itself for
unreimbursed Servicing Advances, any unpaid Servicing Fees and
for xxxxxxxxxxxx X&X Advances, the Servicer's right to
reimburse itself pursuant to this subclause (ii) with respect
to any Mortgage Loan shall be limited to amounts received on
the related Mortgage Loan which represent late payments of
principal and/or interest respecting which any such advance was
made, it being understood that, in the case of any such
reimbursement, the Servicer's right to such reimbursement shall
be prior to the rights of the Trust Fund; provided, however,
that following the final liquidation of a Mortgage Loan, the
Servicer may reimburse itself for previously xxxxxxxxxxxx X&X
Advances, Servicing Advances and unpaid Servicing Fees in
excess of Liquidation Proceeds or Insurance Proceeds with
respect to such Mortgage Loan from the Collection 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; provided that if the Servicer is required to
repurchase (or substitute a Qualified Substitute Mortgage Loan
for) a Mortgage Loan pursuant to Section 3.03, the Servicer's
right to reimbursement shall be subsequent to the payment to
the Trust Fund of the repurchase price (or delivery of a
Qualified Substitute Mortgage Loan) pursuant to Section 3.03
and all other amounts required to be paid to the Trust Fund
with respect to such Mortgage Loan. "
19. Section 4.06 (Establishment of Escrow Account; Deposits in Escrow
Account) shall be amended by deleting the words "Long Beach Mortgage
Company, in trust for the Purchaser-Fixed Rate and Adjustable Rate
Mortgage Loans; Flow Delivery Program 2000-1" in the fifth and sixth
lines of the first sentence of the first paragraph, and replacing it with
the following:
"Xxxxx Fargo Bank, Minnesota, National Association, as Master
Servicer for the ARC 2000-BC3 Trust".
20. Section 4.09 (Transfer of Accounts) is hereby amended by replacing the
word "Purchaser" with "Trustee".
21. Section 4.10 (Maintenance of Hazard Insurance) is hereby amended by
deleting the words "Xxxxxx Mae or" in the second line of the first
paragraph thereof, replacing the words "Xxxxxx Xxx" in the second and
third paragraphs thereof with "Xxxxxxx Mac", by replacing the word
"Purchaser" in the thirteenth line of the first paragraph with "Trust
Fund"; by replacing the word "Purchaser" in the penultimate sentence of
the first paragraph with "Trustee on behalf of the Trust Fund".
22. Section 4.11 (Fidelity Bond; Errors and Omissions Insurance) is hereby
amended by deleting the words "Xxxxxx Xxx in the Xxxxxx Mae MBS Selling
and Servicing Guide or by".
23. Section 4.12 (Title, Management and Disposition of REO Property) is
hereby amended by (i) replacing the word "Purchaser" each time it appears
in the first, second, fifth and sixth paragraphs with "Trustee"; (ii)
replacing the word "Purchaser" in the second paragraph with "Trustee and
the Trust Fund"; and by replacing the fourth paragraph with the following
two paragraphs:
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. 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.
24. Section 4.13 (Liquidation Reports) is hereby amended by replacing the
word "Purchaser" with "the Master Servicer".
25. Section 4.14 (Restrictions and Requirements Applicable in the Event that
a Mortgage Loan is Acquired by a REMIC) shall be disregarded for purposes
of this reconstitution.
26. Section 4.15 (Notification of Adjustments) is hereby amended by replacing
the word "Purchaser" in each place it appears with the words "Master
Servicer".
27. Section 4.17 (Sub-Servicing Agreements between the Company and
Subservicers) is hereby amended by:
(i) by deleting the words (a) "Xxxxxx Xxx-approved servicer or a"
in the second line of the first paragraph, (b) "lenders imposed
by Xxxxxx Mae" in the fifth line thereof and (c) "Xxxxxx Xxx
or" in the sixth line of the first paragraph thereof;
(ii) by replacing the word "Purchaser" in the eighth line of the
second paragraph with the word "Master Servicer";
(iii) by replacing the word "Purchaser" in the fourth line of the
third paragraph with the word "Trust Fund";
(iv) by replacing the word "Purchaser" each time it appears in the
fourth paragraph with the words "Trustee and the Trust Fund".
28. A new Section 4.18 is added at the end of Article IV as follows:
Section 4.18 Credit Reporting.
For each Mortgage Loan, in accordance with its current
servicing practices, the Servicer will accurately and fully report
its underlying borrower credit files to each of the following credit
repositories or their successors: Equifax Credit Information
Services, Inc., Trans Union, LLC and Experian Information Solution,
Inc., on a monthly basis in a timely manner.
29. Section 5.01 (Distributions) is hereby amended by deleting the first
paragraph thereof and replacing it with the following paragraph:
On each Remittance Date, the Servicer shall remit on a
scheduled/scheduled basis by wire transfer of immediately available
funds to the Master Servicer the Available Remittance Amount.
All remittances required to be made to the Master Servicer
shall be made to the following wire account:
Xxxxx Fargo Bank Minnesota, National Association
Minneapolis, Minnesota
ABA# 000-000-000
Account #: 0000000000
Account Name: Corporate Trust Clearing
For further credit to: Collection Account No. 00000000
(ARC 2000-BC3)
30. Section 5.02 (Statements to Purchaser) is hereby amended and restated in
its entirety to read as follows:
Not later than the earlier of (i) ten Business Days prior to the
Distribution Date or (ii) the 10th calendar day (or if such 10th
calendar day is not a Business Day, the immediately preceding
Business Day), the Servicer shall furnish the Master Servicer a
monthly remittance request in the form of Exhibit A-1 attached hereto
or other format mutually acceptable to the Servicer, the Master
Servicer and the Guarantor.
Such monthly remittance report shall also include on a cumulative
and aggregate basis (i) the amount of claims filed, (ii) the amount
of any claim payments made, (iii) the amount of claims denied and
(iv) policies cancelled with respect to those Serviced Mortgage
Loans covered by the loan-level primary mortgage insurance policies
provided by MGIC or any other provider of primary mortgage insurance
purchased by the Trust. The Master Servicer will convert such data
into a format acceptable to the Guarantor and provide monthly
reports to the Guarantor pursuant to the Trust Agreement.
Within 60 days after the end of each calendar year, the Servicer
shall provide the Master Servicer as it becomes reasonably available
to the Servicer such information concerning the Mortgage Loans and
annual remittances as is necessary for each Certificateholder to
prepare its federal income tax return and for the Master Servicer to
prepare the federal income tax return of the trust fund. Such
obligation of the Servicer shall be deemed to have been satisfied to
the extent substantially comparable information shall be provided
by the Servicer pursuant to any requirements of the Code.
31. Section 5.03 (Advances by the Company) is hereby amended by deleting the
last sentence thereof and replacing it with the following:
Any amounts held for future distribution and so used to make P&I
Advances shall be replaced by the Servicer by deposit in the
Custodial Account on or before any future Distribution Date if funds
in the Custodial Account on such Distribution Date shall be less
than remittances to the Master Servicer required to be made on such
Distribution Date. The Servicer shall keep appropriate records of
such amounts and will provide such records to the Guarantor and the
Master Servicer upon request. The Guarantor, in its reasonable
judgment (as evidenced by a written statement furnished to the
Servicer supporting the basis of the Guarantor's determination),
shall have the right to require the Servicer to remit from its own
funds to the Custodial Account an amount equal to all P&I Advances
previously made out of funds held in the Custodial Account and not
previously reimbursed from collections on the Mortgage Loans, and in
such event, the Servicer shall thereafter remit all P&I Advances
from its own funds. In no event shall the preceding sentence be
construed as limiting the Servicer's right to (i) pass through late
collections on the related Mortgage Loans in lieu of making P&I
Advances or (ii) reimburse itself for such P&I Advances from late
collections on the related Mortgage Loans.
32. Section 6.01 (Assumption Agreements) is hereby amended by replacing the
word "Purchaser" in the tenth line thereof with "Master Servicer".
33. Section 6.02 (Satisfaction of Mortgages and Release of Mortgage Files) is
hereby amended by replacing (i) the word "Purchaser" in the first and
second paragraphs with "Trustee" and (ii) the first reference to
"Purchaser" in the first sentence of the third paragraph with "Trustee
and the Trust Fund" and the second reference to "Trustee".
34. Section 6.04 (Annual Statement as to Compliance) is hereby amended by
replacing the word "Purchaser" in the first line thereof with "Master
Servicer".
35. Section 6.05 (Annual Independent Public Accountants' Servicing Report) is
hereby amended by changing the words "each Purchaser" in the third line
thereof to "the Master Servicer".
36. Section 6.07 (Prepayment Charges) is hereby amended to change the
reference to "Purchaser" in the seventh line thereof to "Master
Servicer".
37. Section 7.01 (Company Shall Provide Access and Information as Reasonably
Required) is hereby amended by changing each reference to "Purchaser" in
the first, third and fourth and fifth sentences thereof to "Master
Servicer, the Trustee and the Guarantor".
38. Section 7.02 (Financial Statements) is hereby amended by changing the
reference to "Purchaser" in the first paragraph thereof to "Xxxxxx
Capital and the Guarantor"; and each reference to "Purchaser" in the
second paragraph thereof to "Master Servicer, Trustee and Guarantor".
39. The parties acknowledge Article VIII shall be disregarded as inapplicable
for purposes of this reconstitution.
40. Section 9.01 (Indemnification; Third Party Claims) is hereby amended and
restated in its entirety to read as follows:
Section 9.01 Indemnification; Third Party Claims.
The Servicer shall indemnify the Master Servicer, the Guarantor and
the Trust Fund and hold it harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses
that the Master Servicer, the Guarantor or the Trust Fund may sustain in
any way related to the failure of the Servicer to perform its duties and
service the Serviced Mortgage Loans in strict compliance with the terms
of the Agreement. The Servicer shall immediately notify the Master
Servicer, the Guarantor and the Trustee if a claim is made by a third
party with respect to this Agreement, assume (with the prior written
consent of the Master Servicer, the Guarantor and the Trustee) 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 claim which may be entered against it or the Purchaser in
respect of such claim. The Servicer shall follow any written instructions
received from the Trustee, the Master Servicer or the Guarantor in
connection with such claims. The Trust Fund promptly shall reimburse the
Servicer for all amounts advanced by it pursuant to the preceding
sentence except when the claim is in any way related to the failure of
the Servicer to service and administer the Serviced Mortgage Loans in
strict compliance with the terms of this Agreement.
41. Section 9.03 (Limitation on Liability of Company and Others) is hereby
amended by changing the word "Purchaser" in the second line thereof to
"Trust Fund, the Trustee, the Guarantor and the Master Servicer"; and by
changing the word "Purchaser" in the last sentence thereof to "Trust
Fund".
42. Section 9.04 (Company Not to Resign) shall be amended by changing each
reference to "Purchaser" to "Guarantor".
43. Section 9.05 (Limitation on Resignation and Assignment by Company) is
hereby amended by deleting the first sentence, deleting the word
"Therefore," at the beginning of the second sentence, and replacing the
word "Purchaser" with "Guarantor" in each instance.
44. Section 10.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer";
(b) changing the reference to "Five Business Days" to "one Business
Day" in clause (a);
(c) changing the reference to "60 days" to "15 days" in clause (b)
and adding the following proviso immediately before the word
"or" in the last line of such clause (b):
provided, however, so long as the Servicer shall have
demonstrated reasonable efforts to remedy a breach under
this clause (b) within 15 days after written notice thereof,
the Servicer shall be allowed 45 days from the date of such
written notice to remedy any breach which is dependent or
otherwise contingent upon action by, or interaction with,
any local, state or federal regulatory agency or judicial
body.
(d) changing the reference to "Purchaser's" in clause (c) to "the
Master Servicer's, the Trustee's and the Guarantor's consent";
(e) changing the references to "Purchaser" in the second and third
paragraphs thereof to "Master Servicer"; and
(f) adding the words "within the applicable cure period" after the
word "remedied" in the first line of the second paragraph.
45. Section 10.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" to "Master Servicer with the prior written
consent of the Trustee and the Guarantor".
46. Section 11.01 (Termination) is hereby amended and restated in its
entirety to read as follows:
(a) This Agreement shall terminate upon: (i) the later of (a)
the distribution of the final payment or liquidation proceeds on the
last Mortgage Loan to the Trust Fund, and (b) the disposition of all
REO Property acquired upon foreclosure of the last Mortgage Loan and
the remittance of all funds due hereunder, (ii) mutual consent of
the Servicer and the Trustee in writing, provided such termination
is also acceptable to the Master Servicer, the Guarantor and the
Rating Agencies or (iii) with the prior written consent of Xxxxxxx
Mac, the Directing Holder may terminate this Agreement with respect
to all of the Mortgage Loans, without cause, provided, that the
Directing Holder gives the Servicer 30 days' notice. Any such notice
of termination shall be in writing and delivered to the Servicer by
registered mail to the address set forth at the beginning of this
Agreement. The Directing Holder and the Servicer shall comply with
the termination procedures set forth herein. In connection with any
such termination referred to in clause (iii) above, the Directing
Holder (without right of reimbursement from the Trust Fund) will be
responsible for (i) reimbursing the Servicer for all unreimbursed
out-of-pocket Servicing Advances, P & I Advances and Servicing Fees
at the date of such termination and other reasonable and necessary
out-of-pocket costs associated with any transfer of servicing at the
time of such servicing transfer and (ii) the payment of a
termination fee equal to 100 basis points of the outstanding
principal balance of the related Mortgage Loans.
(b) In the event that the Servicer decides to terminate its
obligations under this Agreement as set forth in this Section 11.01,
the Servicer agrees that it will continue to service the Mortgage
Loans beyond the prescribed termination date until such time as the
Master Servicer, using reasonably commercial efforts, is able to
identify a successor servicer in accordance with Section 14.01.
47. Section 11.02 (Optional Termination by the Purchaser) is hereby amended
by changing the reference to "Purchaser" in the first sentence to
"Directing Holder with the prior written consent of the Master Servicer
and the Guarantor" and in the second sentence to "Directing Holder".
48. Section 11.03 (Termination Without Cause) is hereby disregarded for
purposes of this Agreement, as superseded by the new provisions of
Section 11.01.
49. Section 11.04 (Special Servicing Transfer) is hereby amended by adding
the words "Section 11.01" after the word "Notwithstanding" and by
changing the reference to "Purchaser" to "Master Servicer with the prior
written consent of the Guarantor and the Trustee".
50. Section 11.05 (Reimbursement Upon Termination) is hereby amended by
adding the words "without cause" after the word "Company" in the first
sentence thereof and by adding the following sentence at the end of such
Section:
Upon a termination of the Servicer for cause pursuant to Section
10.01 or Section 14.16 (as modified by the side agreement between the
Servicer and the Guarantor in the case of Section 14.16), all
unreimbursed Servicing Fees, P&I Advances and Monthly Advances still
owing the Servicer at the time of such termination shall be
reimbursed by the Trust Fund as such amounts are received from the
related Mortgage Loans.
51. Article XII (Mandatory Delivery; Grant of a Security Interest) shall be
disregarded for purposes of this reconstitution.
52. Section 13.01 (Statement to Purchaser) is deleted in its entirety as
superseded by Section 5.02.
53. Section 14.01 (Successor to Company) is hereby amended as follows:
(i) by changing the word "Purchaser" in the second line of the
first paragraph to "Master Servicer, with the consent of the
Guarantor" and by adding the words ", in accordance with the
Trust Agreement," after the word "shall" in the second line of
the first paragraph thereto;
(ii) by adding the following new sentences immediately following
the first sentence of the first paragraph thereof to read as
follows:
Prior to the termination of the Servicer's
responsibilities, rights, duties and obligations under this
Agreement pursuant to the first paragraph of Section 14.01,
the Directing Holder shall appoint a successor which shall
succeed to all rights and assume all of the responsibilities,
duties and liabilities of the Servicer under this Agreement.
Any successor to the Servicer shall be subject to the approval
of the Master Servicer, the Depositor, the Guarantor and each
Rating Agency as evidenced by a letter from such Rating Agency
delivered to the Trustee that the transfer of servicing will
not result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates.
(iii) by amending the second sentence of the first paragraph thereof
by (a) changing the word "Purchaser" to "Depositor and the
Master Servicer".
(iv) by replacing the word "Purchaser" in the second paragraph
thereof with the "Master Servicer, the Guarantor and the
Trustee".
(v) by adding the following new sentence at the end of the second
paragraph of such Section.
In the event the Servicer is terminated without cause
pursuant to Section 11.01(iii), the Directing Holder shall be
responsible for payment from its own funds without
reimbursement of any out-of-pocket costs incurred by the
Servicer and the Master Servicer in connection with the
transfer of the Serviced Mortgage Loans to a successor
servicer.
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 for cause or
resignation of the Servicer), 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.
54. Section 14.02 (Amendment) is hereby amended by changing the reference to
"Purchaser" to mean "Xxxxxx Capital with the prior written consent of the
Guarantor, Trustee and Master Servicer".
55. Section 14.03 (Recordation of Assignment) is hereby amended by changing
each reference to "Purchaser" therein to "Trustee".
56. New Sections 14.14 (Intended Third Party Beneficiaries), 14.15 (Guarantor
Audit and Inspection Rights; Access to Financial Statements), 14.16
(Guarantor Right of Termination or Declaration of Event of Default),
14.17 (Fees for Failure to Provide Timely Reports), 14.18
(Confidentiality) and 14.19 (Deficiency Judgments) are added to the
4/1/2000 to read as follows:
Section 14.14 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, the
Trustee, the Guarantor and the Directing Holder 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, the Trustee, the Guarantor
and the Directing Holder as if they were parties to this Agreement, and
the Master Servicer, the Trustee, the Guarantor and the Directing Holder
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, and all rights of
the Guarantor hereunder (other than the right to indemnification) shall
terminate upon termination of the Guaranty.
Section 14.15 Guarantor Audit and Inspection Rights: Access to
Financial Statements.
(a) During business hours, or at such other times as may be
reasonable under the applicable circumstances, and upon reasonable
advance notice to the Servicer, the Guarantor, with the assistance and
cooperation of an appropriate Servicing Officer or other knowledgeable
financial officer of the Servicer, shall have the right to (i) review and
audit the Servicer's servicing procedures as they relate to the Serviced
Mortgage Loans and (ii) examine and audit the Servicing Files and related
book, records and other information of the Servicer, but solely as they
relate to the Serviced Mortgage Loans and this Agreement.
(b) Within ninety days after the Closing Date, to the extent the
Servicing Files contain information relating to the underwriting criteria
used in the origination of each Mortgage Loan, the Guarantor will have
the right to review up to 800 of the Servicing Files and the related
underwriting documentation in order to ascertain whether each such
Mortgage Loan was originated generally in accordance with the applicable
underwriting standards. If the Guarantor determines that more than 20%
(by number) of such 800 Mortgage Loans were not originated in accordance
with the applicable underwriting standards, the Guarantor will have the
right to review additional Servicing Files until the Guarantor obtains a
sample containing less than 20% (by number) of Mortgage Loans not so
originated.
(c) With respect to any Mortgage Loan that goes into foreclosure,
the Guarantor will have the right to request the Servicer to deliver a
copy of the related Servicing File to the Guarantor to review.
(d) Within thirty days of their issuance to the public (in the event
that Servicer is a SEC reporting company) or to its members or
stockholders, the Servicer shall make available to the Guarantor a copy
of its audited financial statements. The Servicer shall also make
available upon the request of the Guarantor any comparable interim
financial statements, but only to the extent that such statements have
been prepared by or on behalf of the Servicer in the normal course of its
business and are available upon request to its members or stockholders or
to the public at large.
The reasonable costs and expenses of the Servicer incurred in
connection with any such audit and examination shall be reimbursed by the
Guarantor.
Section 14.16 Guarantor Right of Termination or Declaration of Event
of Default.
Notwithstanding any other provision of this Agreement, in the event
either (i) any Class of Certificates issued by the Trust Fund with an
initial rating assigned by the Rating Agencies of "AA" (or an equivalent
rating) is downgraded to "A" (or an equivalent rating) or lower, or (ii)
a Realized Loss is applied to reduce the principal balance of the Class B
Certificates, the Guarantor, in its sole discretion, shall have the right
to terminate the Servicer or Servicers (or any subservicers) of the
Serviced Mortgage Loans to which such applied Realized Loss is
attributable and to appoint a successor servicer in accordance with the
procedures set forth in Section 14.01.
Section 14.17 Fees for Failure to Provide Timely Reports.
From and after December 1, 2000, in the event the Master Servicer
fails to provide to the Guarantor accurately, completely and timely due
to the Servicer's failure to timely provide the necessary information to
the Master Servicer, and the Master Servicer is required to pay a fee to
the Guarantor, such fee shall be paid by the Servicer. The fees are as
follows:
1. For the first such failure, the amount of $500.
2. For the second such failure, the amount of $750.
3. For the third such failure, the amount of $1,000.
4. The fourth such failure during any successive two-year period
shall constitute a Servicer Event of Default under this Agreement.
Neither the Servicer nor the Master Servicer shall be required to
make any such payments upon the first such failure during each successive
two year period following the Closing Date.
Section 14.18 Confidentiality.
The Servicer and the Master Servicer shall keep the terms of this
Agreement and the Trust Agreement regarding fees and expenses
confidential to the extent such information is not otherwise disclosed in
or pursuant to the Trust Agreement or any publicly available documents.
Section 14.19 Deficiency Judgments.
Pursuant to the Trust Agreement, the Holders of the Subordinate
Certificates that are or may be affected by a Realized Loss on a
Liquidated Mortgage Loan are deemed to have repurchased the ownership
interest in such Liquidated Mortgage Loan held by Holders of the Senior
Certificates. In connection with the liquidation of a Mortgage Loan, if
(i) the Servicer is directed by the Master Servicer to seek a deficiency
judgment, (ii) the Servicer is offered indemnification and reimbursement
acceptable to it for expenses from the Holders of Subordinate
Certificates, and (iii) such action is permitted by law, the Servicer
shall seek a deficiency judgment under such Liquidated Mortgage Loan on
behalf of the Holders of the Subordinate Certificates to the extent of
any Realized Loss.
EXHIBIT A-1
MONTHLY REPORTING FORMAT TO XXXXX FARGO BANK
The format for the tape should be:
1. Record length of 240
2. Blocking factor of 07 records per block
3. ASCII
4. Unlabeled tape
5. 6250 or 1600 BPI (please indicate)
COBOL
Field Name Position Length "picture"
---------- -------- ------ ---------
Master Servicer No. 001-002 2 "01"
Unit Code 003-004 2 " "
Loan Number 005-014 10 X(10)
Borrower Name 015-034 20 X(20)
Old Payment Amount 035-045 11 S9(9)V9(02)
Old Loan Rate 046-051 6 9(2)V9(04)
Servicer Fee Rate 052-057 6 9(2)V9(04)
Servicer Ending Balance 058-068 11 S9(9)V9(02)
Servicer Next Due Date 069-076 8 CCYYMMDD
Curtail Amt 1 - Before 077-087 11 S9(9)V9(02)
Curtail Date 1 088-095 8 CCYYMMDD
Curtail Amt 1 - After 096-106 11 S9(9)V9(02)
Curtail Amt 2 - Before 107-117 11 S9(9)V9(02)
Curtail Date 2 118-125 8 CCYYMMDD
Curtail Amt 2 - After 126-136 11 S9(9)V9(02)
Curtail Amt 3 - Before 137-147 11 S9(9)V9(02)
Curtail Date 3 148-155 8 CCYYMMDD
Curtail Amt 3 - After 156-166 11 S9(9)V9(02)
New Payment Amount 167-177 11 S9(9)V9(02)
New Loan Rate 178-183 6 9(2)V9(04)
Index Rate 184-189 6 9(2)V9(04)
Remaining Term 190-192 3 9(3)
Liquidation Amount 193-203 11 S9(9)V9(02)
Action Code 204-205 2 X(02)
Scheduled Principal 206-216 11 S9(9)V9(02)
Scheduled Interest 217-227 11 S9(9)V9(02)
Scheduled Ending Balance 228-238 11 S9(9)V9(02)
FILLER 239-240 2 X(02)
Trailer Record:
Number of Records 001-006 6 9(06)
FILLER 000-000 000 X(234)
Field Names and Descriptions:
Field Name Description
---------- -----------
Master Servicer No. Hard code as "01" used internally
Unit Code Hard code as " " used internally
Loan Number Investor's loan number
Borrower Name Last name of borrower
Old Payment Amount P&I amount used for the applied payment
Old Loan Rate Gross interest rate used for the applied
payment
Servicer Fee Rate Servicer's fee rate
Servicer Ending Balance Ending actual balance after a payment
has been applied
Servicer Next Due Date Borrower's next due date for a payment
Curtailment Amount 1 - Before Amount of curtailment applied before the
payment
Curtailment Date 1 Date of curtailment should coincide with
the payment date applicable to the
curtailment
Curtailment Amount 1 - After Amount of curtailment applied after the
payment
Curtailment Amount 2 - Before Amount of curtailment applied before the
payment
Curtailment Date 2 Date of curtailment should coincide with
the payment date applicable to the
curtailment
Curtailment Amount 2 - After Amount of curtailment applied after the
payment
Curtailment Amount 3 - Before Amount of curtailment applied before the
payment
Curtailment Date 3 Date of curtailment should coincide with
the payment date applicable to the
curtailment
Curtailment Amount 3 - After Amount of curtailment applied after the
payment
New Payment Amount For ARM, Equal, or Buydown loans, when a
payment change occurs, this is the
scheduled payment
New Loan Rate For ARM loans, when the gross interest
rate change occurs, this is the
scheduled rate
Index Rate For ARM loans, the index rate used in
calculating the new gross interest rate
Remaining Term For ARM loans, the number of months left
on the loan used to determine the new
P&I amount
Liquidation Amount The payoff amount of the loan
Action Code For delinquent loans:
12 -- Relief Provisions
15 -- Bankruptcy/Litigation
20 -- Referred for Deed-in-lieu, short
sale
30 -- Referred to attorney to begin
foreclosure
60 -- Loan Paid in full
70 -- Real Estate Owned
Scheduled Principal Amount of principal from borrower
payment due to bondholder
Scheduled Interest Amount of interest from borrower payment
due to bondholder
Scheduled Ending Balance Ending scheduled balance of loan
FILLER Should be filled with spaces
Delinquency Reporting Data Fields to be
provided to Master Servicer
Servicer Loan #
Investor Loan #
Borrower Name
Address
State
Due Date
Action Code
FC Received
File Referred to Atty
NOD
Complaint Filed
Sale Published
Target Sale Date
Actual Sale Date
Loss Mit Approval Date
Loss Mit Type
Loss Mit Estimated Completion Date
Loss Mit Actual Completion Date
Loss Mit Broken Plan Date
BK Chapter
BK Filed Date
Post Petition Due
Motion for Relief
Lift of Stay
RFD
Occupant Code
Eviction Start Date
Eviction Completed Date
List Price
List Date
Accepted Offer Price
Accepted Offer Date
Estimated REO Closing Date
Actual REO Sale Date
XXXXX FARGO BANK MINNESOTA, N.A.
Form 332
------------------------------------------------------------------------------
Calculation of Realized Loss
Purpose
To provide the Servicer with a form for the calculation of any Realized Loss
(or gain) as a result of a Mortgage Loan having been foreclosed and
Liquidated.
Distribution
The Servicer will prepare the form in duplicate and send the original together
with evidence of conveyance of title and appropriate supporting documentation
to the Master Servicer with the Monthly Accounting Reports which supports the
Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer
will retain the duplicate for its own records.
Due Date
The form will be submitted to the Master Servicer no later than the tenth
calendar day of the month after the Mortgage Loan has been liquidated.
Preparation Instructions
The numbers on the form correspond with the numbers listed below.
1. The actual Unpaid Principal Balance of the Mortgage Loan.
2. The Total Interest Due less the aggregate amount of servicing fee that
would have been earned if all delinquent payments had been made as
agreed.
3-7. Complete as necessary. All line entries must be supported by copies of
appropriate statements, vouchers, receipts, canceled checks, etc., to
document the expense. Entries not properly documented will not be
reimbursed to the Servicer.
8. Accrued Servicing Fees based upon the Scheduled Principal Balance of
the Mortgage Loan as calculated on a monthly basis.
10. The total of lines 1 through 9.
Credits
11-17. Complete as necessary. All line entries must be supported by copies
of the appropriate claims forms, statements, payment checks, etc. to
document the credit. If the Mortgage Loan is subject to a Bankruptcy
Deficiency, the difference between the Unpaid Principal Balance of
the Note prior to the Bankruptcy Deficiency and the Unpaid Principal
Balance as reduced by the Bankruptcy Deficiency should be input on
line 16.
18. The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
19. The total derived from subtracting line 18 from 10. If the amount
represents a realized gain, show the amount in parenthesis ( ).
XXXXX FARGO BANK MINNESOTA, N.A.
CALCULATION OF REALIZED LOSS
---------------------------------------------------------------------------------------------------------------------------
XXXXX FARGO BANK MINNESOTA, N.A. Trust: ___________________________
Prepared by: __________________ Date: _______________
Phone: ______________________
---------------------------- -------------------------- -----------------------------
| Servicer Loan No. | | Servicer Name | | Servicer Address |
| | | | | |
| | | | | |
---------------------------- -------------------------- -----------------------------
XXXXX FARGO BANK MINNESOTA, N.A.
Loan No._____________________________
Borrower's Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation and Acquisition Expenses:
Actual Unpaid Principal Balance of Mortgage Loan $ _______________(1)
Interest accrued at Net Rate ________________(2)
Attorney's Fees ________________(3)
Taxes ________________(4)
Property Maintenance ________________(5)
MI/Hazard Insurance Premiums ________________(6)
Hazard Loss Expenses ________________(7)
Accrued Servicing Fees ________________(8)
Other (itemize) ________________(9)
_________________________________________ $__________________
_________________________________________ __________________
_________________________________________ __________________
_________________________________________ _________________-
Total Expenses $ ______________(10)
Credits:
Escrow Balance $ ______________(11)
HIP Refund ________________(12)
Rental Receipts ________________(13)
Hazard Loss Proceeds ________________(14)
Primary Mortgage Insurance Proceeds ________________(15)
Proceeds from Sale of Acquired Property ________________(16)
Other (itemize) ________________(17)
_________________________________________ ____________________
_________________________________________ ____________________
Total Credits $________________(18)
Total Realized Loss (or Amount of Gain) $________________(19)
Schedule I
Schedule of Serviced Mortgage Loans
