EXHIBIT 99.12
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of May, 2002, by and between XXXXXX CAPITAL, A DIVISION OF
XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation ("Xxxxxx Capital"), and
GREENPOINT MORTGAGE FUNDING, INC., a New York corporation (the "Interim
Servicer"), having an office at 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000,
recites and provides as follows:
RECITALS
WHEREAS, Centre Capital Group, Inc. ("CCGI") acquired certain first
lien, fixed and adjustable rate, conventional mortgage loans on a
servicing-retained basis from the Interim Servicer, which mortgage loans were
either originated or acquired by the Interim Servicer.
WHEREAS, such mortgage loans are currently being serviced by the
Interim Servicer for CCGI pursuant to a Master Interim Servicing Agreement for
Conventional Fixed and Adjustable Rate Residential Mortgage Loans (the "Master
Servicing Agreement"), dated as of March 17, 2000 and annexed as Exhibit B
hereto, by and between CCGI, as purchaser, and the Interim Servicer, as interim
servicer.
WHEREAS, pursuant to the Master Mortgage Loan Purchase and Warranties
Agreement, dated as of February 18, 2000 (the "Master Mortgage Loan Purchase
Agreement"), and annexed as Exhibit C hereto, by and between CCGI, as seller,
and Xxxxxx Capital, as purchaser, has purchased or received from CCGI all of
CCGI's right, title and interest in and to certain of the mortgage loans
currently serviced under the Master Servicing Agreement (hereinafter, the
"Mortgage Loans") and assumed for the benefit of the Interim Servicer the
obligations of CCGI as owner under such Agreement.
WHEREAS, Xxxxxx Capital has conveyed certain of the Mortgage Loans, as
identified on Exhibit D 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 LaSalle Bank, N.A.
(the "Trustee"), pursuant to a trust agreement dated as of May 1, 2002 (the
"Trust Agreement"), among the Trustee, Aurora Loan Services Inc., as master
servicer ("Aurora," and, together with any successor Master Servicer appointed
pursuant to the provisions of the Trust Agreement, the "Master Servicer") and
SASCO.
WHEREAS, Xxxxxx Capital desires that the Interim Servicer continue to
service the Serviced Mortgage Loans, and the Interim Servicer has agreed to do
so, subject to the rights of Xxxxxx Capital (with the consent of the Master
Servicer) to terminate the rights and obligations of the Interim Servicer
hereunder at any time without cause in accordance with Section 11.02 of the
Master Servicing Agreement and to the other conditions set forth herein.
WHEREAS, Xxxxxx Capital and the Interim Servicer agree that the
provisions of the Master Servicing 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 until the
Transfer Date.
WHEREAS, Xxxxxx Capital and the Interim Servicer agree that on the
Transfer Date the Interim Servicer shall no longer service the Mortgage Loans
and shall transfer servicing of the Mortgage Loans to the successor servicer
designated by Xxxxxx Capital 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 Interim Servicer under this Agreement.
WHEREAS, Xxxxxx Capital and the Interim 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, Xxxxxx Capital and the Interim
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 Master Servicing
Agreement incorporated by reference herein (regardless of whether such terms are
defined in the Master Servicing Agreement or Master Mortgage Loan 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 May 1, 2002, between U.S.
Bank Trust, National Association and the Trustee.
3. Servicing Transfer Date. The Interim 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 Master Servicing Agreement, except as otherwise provided
herein and on Exhibit A hereto, and that the provisions of the Master Servicing
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 June 1, 2002. On
such date, the Interim Servicer shall transfer all servicing of the Mortgage
Loans in accordance with the Master Servicing Agreement and the Master Mortgage
Loan Purchase Agreement to the successor servicer designated by Xxxxxx Capital.
Xxxxxx Capital hereby designates Aurora Loan Services, Inc. ("ALS") to act as
the Interim Servicer of the Mortgage Loans on and after the Transfer Date and to
service such Mortgage Loans pursuant to an existing servicing agreement between
Xxxxxx Capital 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 June 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 2.04 of the Master Servicing Agreement) of the
Monthly Payment collected by the Interim Servicer or as otherwise provided under
Section 2.04.
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5. Master Servicing; Termination of Interim Servicer. The Interim
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 Interim 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 2002-10H Trust Fund (the "Trust Fund")
created pursuant to the Trust Agreement, shall have the same rights as Xxxxxx
Capital under the Master Servicing Agreement to enforce the obligations of the
Interim Servicer under the Master Servicing Agreement and the term "Purchaser"
as used in the Master Servicing 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 Interim Servicer under this
Agreement upon the failure of the Interim 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 Master Servicing Agreement. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer assume
any of the obligations of Xxxxxx Capital under the Master Servicing 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.
6. No Representations. Neither the Interim 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 0000-00X
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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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 2002-10H
All notices required to be delivered to the Trustee hereunder
shall be delivered to the Trustee at the following address:
LaSalle Bank, N.A.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Asset Backed Securities SASCO 0000-00X
Telephone: 000-000-0000
Facsimile: 000-000-0000
All notices required to be delivered to Xxxxxx Capital hereunder shall
be delivered to Xxxxxx Capital at the following address:
Xxxxxx Capital, A Division of Xxxxxx
Brothers Holdings Inc.
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Xxxxxx, Xxxxx & Xxxxxxx, LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
All notices required to be delivered to the Interim 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 CAPITAL, A DIVISION OF XXXXXX
BROTHERS HOLDINGS, INC.,
as Owner
By:
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
GREENPOINT MORTGAGE FUNDING, INC.,
as Interim Servicer
By:
------------------------------------------
Name:
Title:
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
----------------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:
----------------------------------------------
Name:
Title:
EXHIBIT A
Modifications to the Master Servicing 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 Interim Servicer in its sole discretion. Such efforts
do not require the Interim Servicer to enter into any
litigation, arbitration or other legal or quasi-legal
proceeding, nor do they require the Interim Servicer to
advance or expend fees or sums of money in addition to those
specifically set forth in this Agreement.
2. The definition of "Determination Date" in Article I is hereby amended
in its entirety 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).
3. New definitions of "Due Date" and "Due Period" are hereby added to
Article I to immediately follow the definition of "Determination Date",
to read as follows:
"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.
4. 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
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authorities, so long as at the time of investment or the
contractual commitment providing for such investment the
commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short-term debt or deposit obligations of such holding company
or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category
or one of its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by Xxxxxx Xxx, Xxxxxx Xxx
or Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors' Protection Corporation jurisdiction or
any commercial bank insured by the FDIC, if such broker/dealer
or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest
short-term rating category;
(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
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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.
5. A definition of "Xxxxxx Xxx" is hereby added to Article I to
immediately follow the definition of "Fidelity Bond," to read as
follows:
"Xxxxxx Mae": The Government National Mortgage Association, or
any successor thereto.
6. A definition of "Monthly Advance" is hereby added to Article I to
immediately follow the definition of "LPMI Fee," 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 Interim
Servicer, to be recoverable from collections or other
recoveries in respect of such Mortgage Loan. To the extent
that the Interim 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 Interim 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 Interim Servicer which may support
such determinations.
7. The definition of "Mortgage Loan" in Article I is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing released Mortgage
Loan which has been assigned by CCGI to Xxxxxx Capital 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 and all other
rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan.
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8. The definition of "Mortgage Loan Schedule" in Article I is hereby
amended in its entirety 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
CCGI by Xxxxxx Brothers Bank, FSB pursuant to the Master
Mortgage Loan Purchase Agreement.
9. 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:
"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.
10. 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."
11. 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.
12. 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;
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(b) provide that the Interim Servicer may exercise
all of the rights under such contract or surety bond without
the necessity of taking any action by any other Person;
(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 Interim Servicer, the Interim 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 Interim Servicer's interest
therein shall be transferable to any successor Interim
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.
13. 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
Ratings or Standard & Poor's, a division of the XxXxxx-Xxxx
Companies, Inc., or any successor of the foregoing.
14. The definition of "Remittance Date" which is incorporated in this
Agreement by reference to the Master Mortgage Loan 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.
15. 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 and Insurance Proceeds) of such Monthly Payment
collected by the Interim Servicer or as otherwise provided
under this Agreement.
16. 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%.
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17. Section 2.01 (Interim Servicer 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:
Consistent with the terms of this Agreement, Xxxxxx Capital
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 Xxxxxx Capital'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 Xxxxxx Capital, imminent,
Xxxxxx Capital 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 Interim
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 Master Servicing Agreement, the
Interim 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.
18. Section 2.02 (Collection of Mortgage Loan Payments) is hereby amended
by replacing the words "Continuously from the date hereof 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".
19. Section 2.03 (Establishment of and Deposits to Custodial Account) is
hereby amended by:
(i) replacing the words "Centre Capital Group, Inc.
Residential Fixed and Adjustable Rate Mortgage Loans, Group
No. 2000-1 and various Mortgagors" with the words "the SASCO
2002-10H Trust Fund";
(ii) adding the words "including all Principal
Prepayments" at the end of clause (i) to such Section;
(iii) by replacing the period at the end of clause
(v) with a semicolon, and by adding the following new clauses
(vi) and (vii), to read as follows:
(vi) all Monthly Advances made by the
Interim Servicer pursuant to Section 3.03; and
(vii) any Prepayment Interest Shortfall
Amount.
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20. Section 2.04 (Permitted Withdrawals From Custodial Account) is hereby
amended by deleting the word "and" at the end of clause (vi), by
replacing the period at the end of clause (vii) with a semicolon and by
adding the following new clauses (viii), (ix) and (x):
(viii) to invest funds in the Custodial Account in
Eligible Investments in accordance with Section 2.09;
(ix) to reimburse itself for Monthly Advances of the
Interim Servicer's funds made pursuant to Section 3.03, the
Interim Servicer's right to reimburse itself pursuant to this
clause (ix) 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 Interim Servicer's right thereto shall be prior to the
rights of the Trust Fund; and
(x) to transfer funds to another Qualified Depository
in accordance with Section 2.09 hereof.
21. Section 2.05 (Establishment of and Deposits to Escrow Account) is
hereby amended by replacing the words "Centre Capital Group, Inc.
Residential Fixed and Adjustable Rate Mortgage Loans, Group No. 2000-1,
and various Mortgagors" with "the SASCO 2002-10H Trust Fund."
22. Section 3.01 (Remittances) is hereby amended and restated in its
entirety to read as follows:
On each Remittance Date the Interim 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 2.03 and 2.04),
plus (b) all Monthly Advances, if any, which the Interim
Servicer is obligated to make pursuant to Section 3.03, minus
(c) any amounts attributable to Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds or Condemnation
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 2.03(vii), 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 Interim 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 Interim 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 Interim 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 Interim Servicer.
A-7
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:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SASCO 2002-10H
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 each month (or
if such calendar day is not a Business Day, the immediately
succeeding Business Day), the Interim Servicer shall furnish
to the Master Servicer (a) a monthly remittance advice in the
format set forth in Exhibit E-1 hereto and a monthly defaulted
loan report in the format set forth in Exhibit E-2 hereto (or
in such other format mutually agreed upon by the Interim
Servicer and 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 accepted by 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 Interim
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 Interim 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 Interim 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.
A-8
24. Section 3.03 (Principal and Interest Advances by Interim Servicer) is
hereby deleted and replaced in its entirety by the following paragraph:
Section 3.03 Monthly Advances by Interim Servicer.
On the Business Day immediately preceding each
Remittance Date, the Interim 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
Interim 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 Interim Servicer deems such Monthly Advances to be
unrecoverable, as evidenced by an Officer's Certificate of the
Interim Servicer delivered to the Master Servicer.
Any amounts held for future distribution and so used
to make Monthly Advances shall be replaced by the Interim
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. The parties hereto acknowledge that Section 5.01 (Provision of
Information) and Section 5.02 (Financial Statements; Servicing
Facilities) are inapplicable to this Agreement.
26. A new Section 5.03 (Annual Independent Public Accountants Servicing
Report) is hereby added to the Agreement to read as follows:
Section 5.03 Annual Audit Report.
On or before July 31st of each year, beginning with
July 31, 2002, Interim Servicer shall, at its own expense,
cause a firm of independent public accountants (who may also
render other services to Interim 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 Interim 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
Interim 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 Interim 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.
A-9
27. A new Section 5.04 is hereby added to the Agreement to read as follows:
Section 5.04 Annual Officer's Certificate.
On or before July 31st of each year, beginning with
July 31, 2002, the Interim 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 Interim
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 Interim 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 Interim Servicer to remedy such default.
28. Section 6.02 (Termination Upon Transfer of Servicing; Termination
Procedures) is hereby amended by replacing all references to
"Purchaser" with "Xxxxxx Brothers Bank, FSB."
29. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of
Interim Servicer and Others) is replaced by the following:
The Interim 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 Interim Servicer to perform its
duties and service the Mortgage Loans in strict compliance
with the terms of this Agreement. The Interim 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 Interim 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 Interim 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 Interim Servicer to service and administer the
Mortgage Loans in strict compliance with the terms of this
Agreement.
The Trust Fund shall indemnify the Interim 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 Interim 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 Interim 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.
A-10
30. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Interim Servicer) is hereby amended in its entirety to
read as follows:
The Interim 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 Interim
Servicer shall be fully liable for such tasks as if the
Interim 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 Interim 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 Interim Servicer, and the Interim
Servicer guarantees the performance of such entity hereunder.
In the event of such assignment by the Interim Servicer, the
Interim Servicer shall provide the Trustee and the Master
Servicer with a written statement guaranteeing the successor
entity's performance of the Interim Servicer's obligations
under the Agreement.
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 Interim Servicer of such written
notice, all authority and power of the Interim 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 Xxxxxx Capital, the
Interim Servicer shall prepare, execute and deliver to the
successor entity designated by Xxxxxx Capital 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 Interim
Servicer's sole expense. The Interim Servicer shall cooperate
with Xxxxxx Brothers Bank, FSB and the Master Servicer and
such successor in effecting the termination of the Interim
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 Interim 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
distribution of the final payment or liquidation proceeds on
the last Mortgage Loan to the Trust Fund (or advances by the
Interim Servicer for the same), (ii) mutual consent of the
Interim 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 Interim Servicer by registered mail to the
address set forth at the beginning of this Agreement. The
Master Servicer, the Trustee and the Interim Servicer shall
comply with the termination procedures set forth in Sections
11.01 and 11.03.
A-11
In connection with any such termination referred to
in clause (ii) or (iii) above, Xxxxxx Brothers Bank, FSB will
be responsible for reimbursing the Interim 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 Interim Servicer) is hereby
amended in its entirety to read as follows:
Simultaneously with the termination of the Interim
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 Interim
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 Interim
Servicer under this Agreement with the termination of the
Interim Servicer's responsibilities, duties and liabilities
under this Agreement. Any successor to the Interim Servicer
that is not at that time a Interim 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 Interim Servicer under this Agreement. In the
event that the Interim Servicer's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant
to the aforementioned sections, the Interim 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 Interim 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 Interim
Servicer of the representations and warranties made pursuant
to Article X shall be applicable to the Interim Servicer
notwithstanding any such resignation or termination of the
Interim Servicer, or the termination of this Agreement.
A-12
Within a reasonable period of time, but in no event
longer than 30 days of the appointment of a successor entity,
the Interim 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 Interim Servicer shall cooperate with the
Trustee and the Master Servicer, as applicable, and such
successor in effecting the termination of the Interim
Servicer's responsibilities and rights hereunder and the
transfer of servicing responsibilities to the successor
Interim 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 Interim Servicer to
the Custodial Account or any Escrow Account or thereafter
received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Interim
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 Interim Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights,
powers, duties, responsibilities, obligations and liabilities
of the Interim Servicer, with like effect as if originally
named as a party to this Agreement. Any termination or
resignation of the Interim 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 Interim Servicer arising out of the Interim
Servicer's actions or failure to act prior to any such
termination or resignation.
The Interim 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 Interim 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
Interim Servicer.
Upon a successor's acceptance of appointment as such,
the Interim 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 Interim Servicer or resignation
of the Interim 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
Interim 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 Interim
Servicer from its own funds without reimbursement.
A-13
35. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby
added to read as follows
Intended Third Party Beneficiaries. Notwithstanding any
provision herein to the contrary, the parties to this
Agreement agree that it is appropriate, in furtherance of the
intent of such parties as set forth herein, that the Master
Servicer and the Trustee receive the benefit of the provisions
of this Agreement as intended third party beneficiaries of
this Agreement to the extent of such provisions. The Interim
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
Interim Servicer shall only take direction from the Master
Servicer (if direction by the Master Servicer is required
under this Agreement) unless otherwise directed by this
Agreement. Notwithstanding the foregoing, all rights and
obligations of the Master Servicer and the Trustee hereunder
(other than the right to indemnification) shall terminate upon
termination of the Trust Agreement and of the Trust Fund
pursuant to the Trust Agreement.
A-14
EXHIBIT B
Master Servicing Agreement
[See Exhibit #99.21]
B-1
EXHIBIT C
Mortgage Loan Purchase Agreement
[INTENTIONALLY OMITTED]
C-1
EXHIBIT D
Serviced Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
D-1
EXHIBIT E-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- --------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT1ADJ CURTAILMENT 1 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals
CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
CURT2ADJ CURTAILMENT 2 ADJUSTMENT, .00 IF NOT APPLICABLE Number two decimals
LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals
PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals
.00 IF NOT APPLICABLE
TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals
ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals
ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDACTBAL ENDING TRIAL BALANCE Number two decimals
.00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF
ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-MMM-YY
ACTCODE 60 IF PAIDOFF, BLANK IF NOT APPLICABLE Number no decimals
ACTDATE ACTUAL PAYOFF DATE, BLANK IF NOT APPLICABLE DD-MMM-YY
INTRATE INTEREST RATE, REQUIRED Number seven decimals
Example .0700000 for 7.00%
SFRATE SERVICE FEE RATE, REQUIRED Number seven decimals
Example .0025000 for .25%
PTRATE PASS THRU RATE, REQUIRED Number seven decimals
Example .0675000 for 6.75%
PIPMT P&I CONSTANT, REQUIRED Number two decimals
.00 IF PAIDOFF
E-1-1
EXHIBIT E-2
STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT
1. Deal Identifier by Loan
2. SBO Loan Number
3. Loan Number
4. Investor Loan Number
5. Street Address
6. City
7. State
8. Zip Code
9. Original Loan Amount
10. Origination Date
11. First Payment Date
12. Current Loan Amount
13. Current Interest Rate
14. Current P&I Payment Amount
15. Scheduled Balance
16. Scheduled Due Date
17. Next Rate Adjustment Date
18. Next Payment Adjustment Date
19. Loan Term
20. Loan Type
21. Servicing Fee
22. Product Type
23. Property Type
24. Ownership Code
25. Actual Due Date
26. Delinquency Status
27. Reason for Default
28. FC Flag
29. Date Loan Reinstated
30. FC Suspended Date
31. Reason Suspended
32. FC Start Date (referral date)
33. Actual Notice of Intent Date
34. Actual First Legal Date
35. Date Bid Instructions Sent
36. Date F/C Sale Scheduled
37. Foreclosure Actual Sale Date
38. Actual Redemption End Date
39. Occupancy Status
40. Occupancy Status Date
41. Actual Eviction Start Date
42. Actual Eviction Complete Date
43. Loss Mit Workstation Status
44. Loss Mit Flag
45. Loss Mit Type
46. Loss Mit Start Date
47. Loss Mit Approval Date
48. Loss Mit Removal Date
49. REO Flag
50. Actual REO Start Date
51. REO List Date
E-2-1
52. REO List Price
53. Date REO Offer Received
54. Date REO Offer Accepted
55. REO Scheduled Close Date
56. REO Actual Closing Date
57. REO Net Sales proceeds
58. REO Sales Price
59. Paid Off Code
60. Paid in Full Date
61. MI Certificate Number
62. MI Cost
63. Other Advance Expenses
64. T&I Advances
65. Interest Advances
66. Liquidation Status
67. BK Atty Fees & Costs
68. FC Atty Fees & Costs
69. Eviction Atty Fees & Costs
70. Appraisal, BPO Costs
71. Property Preservation Fees
72. Actual Claim Filed Date
73. Actual Claim Amount Filed
74. Claim Amount Paid
75. Claim Funds Received Date
76. Realized Gain or Loss
77. BK Flag
78. Bankruptcy Chapter
79. Actual Bankruptcy Start Date
80. Actual Payment Plan Start Date
81. Actual Payment Plan End Date
82. Date POC Filed
83. Date Filed Relief/Dismissal
84. Relief/Dismissal Hearing Date
85. Date Relief/Dismissal Granted
86. Post Petition Due Date
87. Prepayment Flag
88. Prepayment Waived
89. Prepayment Premium Collected
90. Partial Prepayment Amount Collected
91. Prepayment Expiration Date
92. Origination Value Date
93. Origination Value Source
94. Original Value Amount
95. FC Valuation Amount
96. FC Valuation Source
97. FC Valuation Date
98. REO Value Source
99. REO Value(As-is)
100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
E-2-2
