EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of January, 2002, by and between XXXXXX BROTHERS BANK, FSB, a
federal savings bank (the "Seller" or "Xxxxxx Brothers Bank, FSB"), and
GREENPOINT MORTGAGE FUNDING, INC., a New York corporation (the "Servicer"),
having an office at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, recites and
provides as follows:
RECITALS
WHEREAS, the Seller acquired certain conventional, residential, fixed
rate, first lien mortgage loans (the "Mortgage Loans") from the Servicer, which
Mortgage Loans were either originated or acquired by the Servicer pursuant to
the Flow Mortgage Loan Purchase and Warranties Agreement, dated as of December
12, 2001 (the "Purchase Agreement"), relating to the Group Nos. 2001-24 and
2001-29 and annexed as Exhibit B hereto.
WHEREAS, the Seller has conveyed certain of the Mortgage Loans as
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 Bank One, National
Association, as trustee (the "Trustee"), pursuant to a trust agreement dated as
of January 1, 2002 (the "Trust Agreement"), among the Trustee, Xxxxx Fargo Bank
Minnesota, N.A., as securities administrator, 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, certain of these mortgage loans identified on Exhibit C are
currently being serviced by the Servicer for the Seller pursuant to a Flow
Interim Servicing Agreement for Conventional, Fixed and Adjustable Rate,
Residential Mortgage Loans, Group Nos. 2001-24 and 2001-29, dated as of December
12, 2001 (the "Flow Agreement") and annexed as Exhibit D hereto, by and between
the Seller, as owner of such mortgage loans, and the Servicer, as servicer.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller (with the consent of the Master Servicer) to terminate the
rights and obligations of the Servicer hereunder at any time without cause and
to the other conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the
Flow Agreement shall continue to 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 and until the Transfer Date.
WHEREAS, the Seller and Servicer agree that on the Transfer Date the
Servicer shall no longer service the Mortgage Loans and shall transfer servicing
of the Mortgage Loans to the successor servicer designated by the Seller herein.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right under the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the Flow Agreement
incorporated by reference herein (regardless of whether such terms are defined
in the Flow Agreement or Purchase Agreement), shall have the meanings ascribed
to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank Trust,
National Association will act as custodian of the Serviced Mortgage Files for
the Trustee pursuant to a Custodial Agreement, dated January 1, 2002, between
U.S. Bank Trust, National Association and the Trustee.
3. Servicing Transfer Date. 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
Flow Agreement, except as otherwise provided herein and on Exhibit A hereto, and
that the provisions of the Flow Agreement, as so modified, are and shall be a
part of this Agreement to the same extent as if set forth herein in full. The
parties hereto acknowledge and agree that the Transfer Date with respect to the
Mortgage Loans is February 1, 2002. On such date, the Servicer shall transfer
all servicing of the Mortgage Loans in accordance with the Flow Agreement and
the Purchase Agreement to the successor servicer designated by the Seller. The
Seller hereby designates Aurora Loan Services, Inc. ("ALS") to act as the
Servicer of the Mortgage Loans on and after the Transfer Date and to service
such Mortgage Loans pursuant to an exisiting servicing agreement between the
Seller and ALS.
4. Servicing Fee. The parties hereto acknowledge that with respect to
each Serviced Mortgage Loan and for each period of one full month during the
period commencing with the Cut-off Date (as defined in the Trust Agreement) and
ending with the Servicing Transfer Date (i.e., the date selected by mutual
agreement of the parties for the transfer of the servicing of the Serviced
Mortgage Loans to Aurora Loan Services Inc., but no later than February 1,
2002), the Servicing Fee for purposes of this Agreement shall equal one-twelfth
of the product of (a) the Servicing Fee Rate of 0.25% and (b) the outstanding
principal balance of each Serviced Mortgage Loan. Such fee shall be computed
monthly on the same principal amount and period respecting which any related
interest payment on such Serviced Mortgage Loan is computed. The obligation of
the Trust Fund to pay such Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, to the extent permitted by Section 2.05 of the Flow Agreement) of the
Monthly Payment collected by the Servicer or as otherwise provided under Section
2.05.
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 2002-1A Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Seller under the Flow Agreement to
enforce the obligations of the Servicer under the Flow Agreement and the term
"Purchaser" as used in the Flow Agreement in connection with any rights of the
Purchaser shall refer to the Trust Fund or, as the context requires, the Master
Servicer acting in its capacity as agent for the Trust Fund, except as otherwise
specified in Exhibit A hereto. The Master Servicer shall be entitled to
terminate the rights and obligations of the Servicer under this Agreement upon
the failure of the Servicer to perform any of its obligations under this
Agreement, which failure results in an Event of Default as provided in Article
XI of the Flow Agreement. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer assume any of the obligations of the Seller
under the Flow Agreement and in connection with the performance of the Master
Servicer's duties hereunder, the parties and other signatories hereto agree that
the Master Servicer shall be entitled to all of the rights, protections and
limitations of liability afforded to the Master Servicer under the Trust
Agreement.
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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 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.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing, SASCO 2002-1A
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc., Master Servicing
Payment Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO 2002-1A
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Bank One, National Association
0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Global Trust Services
Telephone: (000) 000-0000
Fascimile: (000) 000-0000
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All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
Xxxxxx Brothers Bank, FSB
3 World Financial Centre, 8th Floor
New York, New York 10038
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Xxxxxx, Xxxxx & Bockius, LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Servicer hereunder shall be
delivered to the address of its office as set forth in the first paragraph of
this Agreement.
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
GREENPOINT MORTGAGE FUNDING, INC.,
as Servicer
By:
--------------------------------
Name:
Title:
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
------------------------------
Name:
Title:
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
------------------------------
Name:
Title:
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EXHIBIT A
Modifications to the Flow Agreement
1. A new definition of "Best Efforts" is hereby added to Article I to
immediately follow the definition of "Agreement", to read as follows:
"Best Efforts": Efforts determined to be reasonably diligent
by the Servicer in its sole 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.
2. New definitions of "Determination Date", "Due Date" and "Due Period"
are hereby added to Article I to immediately follow the definition of
"Condemnation Proceeds", to read as follows:
"Determination Date": The fifteenth (15th) day of the calendar
month of the related Remittance Date (or if such day is not a
Business Day, the Business Day immediately preceding such
day).
"Due Date": The day of the month on which the scheduled
monthly payment is due on a Mortgage Loan, exclusive of any
days of grace. With respect to the Mortgage Loans for which
payment from the Mortgagor is due on a day other than the
first day of the month, such Mortgage Loans will be treated as
if the monthly payment is due on the first day of the
immediately succeeding month.
"Due Period": With respect to each Remittance Date, the period
commencing on the second day of the month immediately
preceding the month of such Remittance Date and ending on the
first day of the month of such Remittance Date.
3. The definition of "Eligible Investments" in Article I is hereby amended
in its entirety to read as follows:
"Eligible Investments": Any one or more of the obligations and
securities listed below which investment provides for a date
of maturity not later than the Determination Date in each
month:
(i) direct obligations of, and obligations fully
guaranteed as to timely payment of principal and interest by,
the United States of America or any agency or instrumentality
of the United States of America the obligations of which are
backed by the full faith and credit of the United States of
America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued
by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or
any agent of the Trustee, acting in its respective commercial
capacity) incorporated or organized under the laws of the
United States of America or any state thereof and subject to
supervision and examination by federal or state 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;
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(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by GNMA, Xxxxxx Xxx or
Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors' Protection Corporation jurisdiction or
any commercial bank insured by the FDIC, if such broker/dealer
or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws
of the United States of America or any state thereof which
have a credit rating from each Rating Agency, at the time of
investment or the contractual commitment providing for such
investment, at least equal to one of the two highest long-term
credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation
will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the
Trust Fund to exceed 20% of the sum of the aggregate principal
balance of the Mortgage Loans; provided, further, that such
securities will not be Eligible Investments if they are
published as being under review with negative implications
from any 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.
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4. A definition of "GNMA" is hereby added to Article I to immediately
follow the definition of "FNMA Guides," to read as follows:
"GNMA": The Government National Mortgage Association, or any
successor thereto.
5. A definition of "Monthly Advance" is hereby added to Article I to
immediately follow the definition of "Liquidation Proceeds," to read as
follows:
"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.
6. A new definition of "Mortgage Loan" is hereby added to Article I to
immediately follow the definition of "Mortgage Impairment Insurance
Policy," 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.
7. A new definition of "Mortgage Loan Schedule" is hereby added to Article
I to immediately follow the definition of "Mortgage Loan Remittance
Rate," to read as follows:
"Mortgage Loan Schedule": The schedule of Mortgage Loans
attached as Exhibit D to this Agreement setting forth certain
information with respect to the Mortgage Loans purchased from
the Servicer by Xxxxxx Brothers Bank, FSB pursuant to the
Purchase Agreement.
8. New definitions of "Prepayment Interest Shortfall Amount" and
"Prepayment Period" are hereby added to Article I to immediately follow
the definition of "PMI Policy", to read as follows:
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"Prepayment Interest Shortfall Amount": With respect to any
Mortgage Loan that was subject to a Principal Prepayment in
full or in part during any Due Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan's Due Date in such Due Period, the amount of
interest (net the related Servicing Fee for Principal
Prepayments in full) 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.
"Prepayment Period": The second day of the month preceding
the month in which the Distribution Date occurs and ending on
the first day of the month in which such Distribution Date
occurs.
9. A new definition of "Principal Prepayment" is hereby added to Article I
to immediately follow the definition of "Prime Rate", 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."
10. The definition of "Qualified Depository" is hereby amended and restated
in its entirety to read as follows:
"Qualified Depository": Any of (i) a federal or
state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term
debt obligations or other short-term deposits are rated at
least "A-1+" by Standard & Poor's if the deposits are to be
held in the account for less than 30 days, or whose long-term
unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the
account for more than 30 days, or (ii) the corporate trust
department of a federal or state-chartered depository
institution subject to regulations regarding fiduciary funds
on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or
(iii) Xxxxxx Brothers Bank, F.S.B., a federal savings bank.
11. A new definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
"Qualified GIC": A guaranteed investment contract or surety
bond providing for the investment of funds in the Custodial
Account and insuring a minimum, fixed or floating rate of
return on investments of such funds, which contract or surety
bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt is rated by each Rating
Agency in one of its two highest rating categories or, if such
insurance company has no long-term debt, whose claims paying
ability is rated by each Rating Agency in one of its two
highest rating categories, and whose short-term debt is rated
by each Rating Agency in its highest rating category;
(b) provide that the Servicer may exercise all of the
rights under such contract or surety bond without the
necessity of taking any action by any other Person;
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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.
12. A new definition of "Rating Agency" is hereby added to Article I to
immediately follow the definition of "Qualified Insurer", to read as
follows:
"Rating Agency": Xxxxx'x Investors Service, Inc., Fitch, Inc.
or Standard & Poor's, a division of the XxXxxx-Xxxx Companies,
Inc., or any successor of the foregoing.
13. The definition of "Remittance Date" which is incorporated in this
Agreement by reference to the Purchase Agreement is amended and
restated in its entirety to read as follows:
"Remittance Date": The 18th day (or if the 18th day is not a
Business Day, the first Business Day immediately following)
of any month.
14. The definition of "Servicing Fee" in Article I is hereby amended and
restated 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.
15. A new definition of "Servicing Fee Rate" is hereby added to Article I
to immediately follow the definition of "Servicing Fee", to read as
follows:
Servicing Fee Rate: A rate per annum equal to 0.25%.
16. Section 2.01 (Seller to Act as Servicer) is hereby amended as follows:
(i) by deleting the first sentence of the second
paragraph of such section and replacing it with the following:
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Consistent with the terms of this Agreement, the Seller 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 Seller's reasonable and
prudent determination such waiver, modification, postponement
or indulgence is not materially adverse to the Purchaser,
provided, however, that unless the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the
judgement of the Seller, imminent, the Seller 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 second
paragraph of such section:
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 the Flow 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.
17. Section 2.03 (Collection of Mortgage Loan Payments) is hereby amended
by replacing the words "Continuously from the related Cut-off Date
until the related Transfer Date" in the first line thereof to
"Continuously from the Closing Date until the date the Mortgage Loan
ceases to be subject to this Agreement".
18. Section 2.04 (Establishment of and Deposits to Custodial Account) is
hereby amended by:
(i) replacing the words "Xxxxxx Brothers Bank, FSB,
Residential Fixed and Adjustable Rate Mortgage Loans, Group Nos.
2001-24 and 2001-29 and various Mortgagors" with the words "the SASCO
2002-1A Trust Fund";
(ii) adding the words "including all Principal Prepayments" at
the end of clause (i) to such Section;
(iii) by deleting the word "and" at the end of clause (viii),
by replacing the period at the end clause (ix) with a semicolon, and by
adding the following new clauses (x) and (xi), to read as follows:
(x) all Monthly Advances made by the Servicer
pursuant to Section 3.03; and
(xi) any Prepayment Interest Shortfall Amount.
19. Section 2.05 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (v), by
replacing the period at the end of clause (vi) with a semicolon and by
adding the following new clauses (vii), (viii) and (ix):
(vii) to invest funds in the Custodial Account in
Eligible Investments in accordance with Section 2.10;
(viii) to reimburse itself for Monthly Advances of
the Servicer's funds made pursuant to Section 3.03, the
Servicer's right to reimburse itself pursuant to this clause
(viii) with respect to any Mortgage Loan being limited to
amounts received on or in respect of the related Mortgage
Loan which represent late recoveries of payments of principal
or interest with respect to which a Monthly Advance was made,
it being understood that, in the case of any such
reimbursement, the Servicer's right thereto shall be prior to
the rights of the Trust Fund; and
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(ix) to transfer funds to another Qualified
Depository in accordance with Section 2.10 hereof.
20. Section 2.06 (Establishment of and Deposits to Escrow Account) is
hereby amended by replacing the words "Xxxxxx Brothers Bank, FSB
Residential Fixed and Adjustable Rate Mortgage Loans, Group Nos.
2001-24 and 2001-29, and various Mortgagors" with "the SASCO 2002-1A
Trust Fund."
21. Section 2.17 (Title, Management and Disposition of REO Property) is
hereby amended by:
(i) adding the following paragraph as the third
paragraph of such Section:
Notwithstanding anything to the contrary contained in
this Section 2.17, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the
Servicer has reasonable cause to believe that a Mortgaged
Property is contaminated by hazardous or toxic substances or
wastes, or if the Trustee or the Master Servicer otherwise
requests, an environmental inspection or review of such
Mortgaged Property to be conducted by a qualified inspector
shall be arranged by the Servicer. Upon completion of the
inspection, the Servicer shall provide the Trustee and the
Master Servicer with a written report of such environmental
inspection. In the event that the environmental inspection
report indicates that the Mortgaged Property is contaminated
by hazardous or toxic substances or wastes, the Servicer shall
not proceed with foreclosure or acceptance of a deed in lieu
of foreclosure. In the event that the environmental inspection
report is inconclusive as to the whether or not the Mortgaged
Property is contaminated by hazardous or toxic substances or
wastes, the Servicer shall not, without the prior approval of
the Trustee, proceed with foreclosure or acceptance of a deed
in lieu of foreclosure. In such instance, the Trustee shall be
deemed to have approved such foreclosure or acceptance of a
deed in lieu of foreclosure unless the Trustee notifies the
Servicer in writing, within two (2) Business Days after its
receipt of written notice of the proposed foreclosure or deed
in lieu of foreclosure from the Servicer, that it disapproves
of the related foreclosure or acceptance of a deed in lieu of
foreclosure. The Servicer shall be reimbursed for all
Servicing Advances made pursuant to this paragraph with
respect to the related Mortgaged Property from the Custodial
Account.
(ii) by replacing the existing third paragraph of
such section (before the amendment made by (i) above) by the
following paragraph:
The Servicer shall use its Best Efforts to dispose of
the REO Property as soon as possible and shall sell such REO
Property in any event within three years after title has been
taken to such REO Property, unless (a) a REMIC election has
not been made with respect to the arrangement under which the
Mortgage Loans and the REO Property are held, and (b) the
Servicer determines, and gives an appropriate notice to the
Master Servicer to such effect, that a longer period is
necessary for the orderly liquidation of such REO Property. If
a period longer than three years is permitted under the
foregoing sentence and is necessary to sell any REO Property,
(i) the Servicer shall report monthly to the Master Servicer
as to the progress being made in selling such REO Property and
(ii) if, with the written consent of the Trustee, a purchase
money mortgage is taken in connection with such sale, such
purchase money mortgage shall name the Servicer as mortgagee,
and such purchase money mortgage shall not be held pursuant to
this Agreement, but instead a separate participation agreement
among the Servicer and Trustee shall be entered into with
respect to such purchase money mortgage. Notwithstanding
anything herein to the contrary, the Servicer shall not be
required to provide financing for the sale of any REO
Property.
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(iii) by adding the following paragraph to the end
of such section:
Prior to acceptance by the Servicer of an offer to
sell any REO Property, the Servicer shall notify the Master
Servicer of such offer in writing which notification shall set
forth all material terms of said offer (each a "Notice of
Sale"). The Master Servicer shall be deemed to have approved
the sale of any REO Property unless the Master Servicer
notifies the Servicer in writing, within five (5) days after
its receipt of the related Notice of Sale, that it disapproves
of the related sale, in which case the Servicer shall not
proceed with such sale.
22. Section 3.01 (Remittances) is hereby amended and restated in its
entirety to read as follows:
On each Remittance Date the Servicer shall remit by
wire transfer of immediately available funds to the Master
Servicer (a) all amounts deposited in the Custodial Account as
of the close of business on the last day of the related Due
Period (net of charges against or withdrawals from the
Custodial Account pursuant to Sections 2.04 and 2.05), plus
(b) all Monthly Advances, if any, which the Servicer is
obligated to make pursuant to Section 3.03, minus (c) any
amounts attributable to Principal Prepayments, Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds or REO
Disposition Proceeds received after the applicable Prepayment
Period, which amounts shall be remitted on the following
Remittance Date, together with any additional interest
required to be deposited in the Custodial Account in
connection with such Principal Prepayment in accordance with
Section 2.04(xi), and minus (d) any amounts attributable to
scheduled monthly payments on the Mortgage Loans collected but
due on a Due Date or Due Dates subsequent to the first day of
the month in which such Remittance Date occurs, which amounts
shall be remitted on the Remittance Date next succeeding the
Due Date related to such monthly payment.
With respect to any remittance received by the Master
Servicer after the Business Day on which such payment was due,
the Servicer shall pay to the Master Servicer interest on any
such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus two (2)
percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Servicer on the date
such late payment is made and shall cover the period
commencing with the day following such Business Day and ending
with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date.
The payment by the Servicer of any such interest shall not be
deemed an extension of time for payment or a waiver of any
Event of Default by the Servicer.
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 2002-1A
23. Section 3.02 (Statements to Purchaser) is hereby amended as follows:
(i) by replacing the first paragraph of such Section
in its entirety by the following two (2) paragraphs:
Not later than the fifth Business Day of each month,
the Servicer shall furnish to the Master Servicer (a) a
monthly remittance advice containing such information in the
form of FNMA Form 2010 or such other form as shall be required
by the FNMA Guides or by the Master Servicer as to the
accompanying remittance and the period ending on the last day
of the preceding Determination Date and (b) all such
information required pursuant to clause (a) above on a
magnetic tape or other similar media reasonably acceptable to
the Master Servicer.
(ii) by replacing the last paragraph of such Section
3.02 in its entirety with the following paragraph:
Beginning with calendar year 2002, 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.
24. Section 3.03 (Principal and Interest Advances by Seller) is hereby
deleted and replaced in its entirety by the following paragraph:
Section 3.03 Monthly Advances by Servicer.
On the Business Day immediately preceding each
Remittance Date, the Servicer shall deposit in the Custodial
Account from its own funds an amount equal to all Monthly
Payments (with interest adjusted to the Mortgage Loan
Remittance Rate) which were due on the Mortgage Loans during
the applicable Due Period and which were delinquent at the
close of business on the immediately preceding Determination
Date or which were deferred pursuant to Section 3.01. The
Servicer's obligation to make such Monthly Advances as to any
Mortgage Loan will continue through the last Monthly Payment
due prior to the payment in full of the Mortgage Loan, or
through the last Remittance Date prior to the Remittance Date
for the distribution of all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan
unless the Servicer deems such Monthly Advances to be
unrecoverable, as evidenced by an Officer's Certificate of the
Servicer delivered to the Master Servicer.
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Any amounts held for future distribution and so used
to make Monthly Advances shall be replaced by the Servicer by
deposit in the Custodial Account on or before any future
Remittance Date if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Trust Fund
required to be made on such Remittance Date.
25. A new Section 4.05 (Annual Independent Public Accountants Servicing
Report) is hereby added to the Agreement to read as follows:
Section 4.05 Annual Audit Report.
On or before July 31st 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 the
Seller and Master Servicer (i) year-end audited (if available)
financial statements of the Servicer and (ii) a statement to
the effect that such firm has examined certain documents and
records for the preceding fiscal year (or during the period
from the date of commencement of such Servicer's duties
hereunder until the end of such preceding fiscal year in the
case of the first such certificate) and that, on the basis of
such examination conducted substantially in compliance with
the Uniform Single Attestation Program for Mortgage Bankers,
such firm is of the opinion that Servicer's overall servicing
operations have been conducted in compliance with the Uniform
Single Attestation Program for Mortgage Bankers except for
such exceptions that, in the opinion of such firm, the Uniform
Single Attestation Program for Mortgage Bankers requires it to
report, in which case such exceptions shall be set forth in
such statement.
26. A new Section 4.06 is hereby added to the Agreement to read as follows:
Section 4.06 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.
27. The parties hereto acknowledge that Section 5.01 (Provision of
Information) and Section 5.02 (Financial Statements; Servicing
Facilities) are inapplicable to this Agreement.
28. Section 6.03 (Termination Upon Transfer of Servicing; Termination
Procedures) is hereby amended by replacing all references to
"Purchaser" in the second and fourth paragraphs with "Xxxxxx Brothers
Bank, FSB."
29. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of
Seller and Others) is replaced by the following:
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The Servicer shall indemnify the Trust Fund, the
Trustee and the Master Servicer and hold each of them harmless
against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related
costs, judgements, 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) the
defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgement 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 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.
The Trust Fund shall indemnify the Servicer and hold
it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees
and expenses that the Servicer may sustain in any way related
to the failure of the Trustee or the Master Servicer to
perform its duties in compliance with the terms of this
Agreement.
In the event a dispute arises between an indemnified
party and the Servicer with respect to any of the rights and
obligations of the parties pursuant to this Agreement and such
dispute is adjudicated in a court of law, by an arbitration
panel or any other judicial process, then the losing party
shall indemnify and reimburse the winning party for all
attorney's fees and other costs and expenses related to the
adjudication of said dispute.
30. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Seller) is hereby amended in its entirety to read as
follows:
The Servicer shall neither assign this Agreement or
the servicing hereunder or delegate its rights or duties
hereunder or any portion hereof (to other than a third party
in the case of outsourcing routine tasks such as taxes,
insurance and property inspection, in which case the Servicer
shall be fully liable for such tasks as if the Servicer
performed them itself) or sell or otherwise dispose of all or
substantially all of its property or assets without the prior
written consent of the Trustee and the Master Servicer, which
consent shall be granted or withheld in the reasonable
discretion of such parties; provided, however, that the
Servicer may assign its rights and obligations hereunder
without prior written consent of the Trustee and the Master
Servicer to any entity that is directly owned or controlled by
the Servicer, and the Servicer guarantees the performance of
such entity hereunder. In the event of such assignment by the
Servicer, the Servicer shall provide the Trustee and the
Master Servicer with a written statement guaranteeing the
successor entity's performance of the Servicer's obligations
under the Agreement.
A-12
31. Section 11.01 (Events of Default) is hereby amended as follows:
(a) Amending Subsection 11.01(f) in its entirety to read as follows:
"the Interim Servicer at any time is neither a Xxxxxx Mae or Xxxxxxx
Mac approved servicer, and the Master Servicer has not terminated the
rights and obligations of the Interim Servicer under this Agreement and
replaced the Interim Servicer with a Xxxxxx Mae or Xxxxxxx Mac approved
servicer within 30 days of the absence of such approval; or".
(b) Replacing the last paragraph thereof with the following:
Upon receipt by the Servicer of such written notice,
all authority and power of the Servicer under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in a successor Servicer appointed by the
Xxxxxx Brothers Bank, FSB and the Master Servicer. Upon
written request from the Seller, the Servicer shall prepare,
execute and deliver to the successor entity designated by the
Seller 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, including but not limited to the transfer and
endorsement or assignment of the Mortgage Loans and related
documents, at the Servicer's sole expense. The Servicer shall
cooperate with Xxxxxx Brothers Bank, FSB and the Master
Servicer and such successor in effecting the termination of
the Servicer's responsibilities and rights hereunder,
including without limitation, the transfer to such successor
for administration by it of all cash amounts which shall at
the time be credited by the Servicer to the Custodial Account
or Escrow Account or thereafter received with respect to the
Mortgage Loans.
32. The parties hereto acknowledge that the word "Purchaser" in Section
11.02 (Waiver of Defaults) shall refer to the "Master Servicer with the
prior consent of the Trustee."
33. A new Section 11.03 (Termination Without Cause) is hereby added to read
as follows:
Section 11.03 Termination Without Cause.
This Agreement shall terminate upon: (i) the later of
(a) the distribution of the final payment or liquidation
proceeds on the last Mortgage Loan to the Trust Fund (or
advances by the Servicer for the same), and (b) the
disposition of all REO Property acquired upon foreclosure of
the last Mortgage Loan and the remittance of all funds due
hereunder, or (ii) mutual consent of the Servicer, Xxxxxx
Brothers Bank, FSB and the Master Servicer in writing or (iii)
at the sole option of the Xxxxxx Brothers Bank, FSB, without
cause, upon 30 days written notice. Any such notice of
termination shall be in writing and delivered to the Servicer
by registered mail to the address set forth at the beginning
of this Agreement. The Master Servicer, the Trustee and the
Servicer shall comply with the termination procedures set
forth in Sections 11.01 and 11.03.
In connection with any such termination referred to
in clause (ii) or (iii) above, Xxxxxx Brothers Bank, FSB will
be responsible for reimbursing the Servicer for all
unreimbursed out-of-pocket Servicing Advances within 15
Business Days following the date of termination and other
reasonable and necessary out-of-pocket costs associated with
any transfer of servicing.
34. A new Section 11.04 (Successor to the Servicer) is hereby amended in
its entirety to read as follows:
A-13
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 8.03, 11.01 or 11.03, 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 (iii) 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, as
applicable, may make such arrangements for the compensation of
such successor out of payments on the Mortgage Loans as it and
such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Servicer
under this Agreement. In the event that the Servicer's duties,
responsibilities and liabilities under this Agreement should
be terminated pursuant to the aforementioned sections, the
Servicer shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to
exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or
financial condition of its successor. The resignation or
removal of the Servicer pursuant to the aforementioned
sections shall not become effective until a successor shall be
appointed pursuant to this Section 11.04 and shall in no event
relieve the Servicer of the representations and warranties
made pursuant to Article X shall be applicable to the Servicer
notwithstanding any such resignation or termination of the
Servicer, or the termination of this Agreement.
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Servicer shall prepare, execute and deliver to the
successor entity any and all documents and other instruments,
place in such successor's possession all Servicing Files, and
do or cause to be done all other acts or things necessary or
appropriate to effect the purposes of such notice of
termination. The Servicer shall cooperate with the Trustee and
the Master Servicer, as applicable, and such successor in
effecting the termination of the Servicer's responsibilities
and rights hereunder and the transfer of servicing
responsibilities to the successor Servicer, including without
limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited
by the Servicer to the Custodial Account or any Escrow Account
or thereafter received with respect to the Mortgage Loans.
A-14
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Servicer
and the Master Servicer an instrument (i) accepting such
appointment, wherein the successor shall make 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 Sections 11.01 or
11.03 shall not affect any claims that the Master Servicer or
the Trustee may have against the Servicer arising out of the
Servicer's actions or failure to act prior to any such
termination or resignation.
The Servicer shall deliver within three (3) Business
Days to the successor Servicer the funds in the Custodial
Account and Escrow Account and all Mortgage Loan Documents and
related documents and statements held by it hereunder and the
Servicer shall account for all funds and shall execute and
deliver such instruments and do such other things as may
reasonably be required to more fully and definitively vest in
the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer.
Upon a successor's acceptance of appointment as such,
the Servicer shall notify the Trustee and Master Servicer of
such appointment in accordance with the notice procedures set
forth herein.
Except as otherwise provided in this Agreement, all
reasonable costs and expenses incurred in connection with any
transfer of servicing hereunder (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.
35. 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.
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EXHIBIT B
Purchase Agreement
[Intentionally Omitted]
B-1
EXHIBIT C
Mortgage Loan Schedule
[Intentionally Omitted]
C-1
EXHIBIT D
Flow Agreement
[See Exhibit 99.16]
D-1
