AMENDED AND RESTATED SPECIFIC TERMS AND CONDITIONS OF SERVICING, dated
as of March 1, 1995, by and among FLC Financial Corp., a Delaware corporation
(the "Depositor"), Federal Leasing Corp., a New Jersey corporation, as the
Servicer hereunder (the "Servicer"), Norwest Bank Minnesota, National
Association, a national banking association (the "Back-up Servicer") and Norwest
Bank Minnesota, National Association, a national banking association, as trustee
(the "Indenture Trustee") under the Indenture (defined below).
PRELIMINARY STATEMENT
This Amended and Restated Specific Terms and Conditions of Servicing
(the "Specific Servicing Terms") is intended to incorporate by reference all of
the provisions of the Standard Terms and Conditions of Servicing attached hereto
as Appendix 1 (the "Standard Servicing Terms"). Together the Specific Servicing
Terms and the Standard Servicing Terms are intended to form the Servicing
Agreement entered into in connection with the financing described below.
The Depositor has entered into an Indenture dated as of March 1, 1995,
(the "Indenture"), with the Indenture Trustee, the Back-up Servicer and the
Servicer, pursuant to which the Depositor intends to issue one or more Series of
Warehouse Notes and Term Notes (the "Notes").
The Depositor and Federal Leasing Corp. (the "Company") have entered
into a Lease Acquisition Agreement dated as of March 1, 1995 (the "Lease
Acquisition Agreement"), providing for, among other things, the contribution and
sale, from time to time, by the Company to the Depositor of all of its right,
title and interest in and to certain Lease Assets which the Depositor is and
will be pledging with the Indenture Trustee, and in which the Depositor will be
granting to the Indenture Trustee a security interest, as security for the
Notes. As a precondition to the effectiveness of such Lease Acquisition
Agreement, the Lease Acquisition Agreement requires that the Servicer, the
Depositor, the Indenture Trustee and the Back-up Servicer enter into this
Agreement to provide for the servicing of the Lease Assets.
In order to further secure the Notes, the Depositor is granting to the
Indenture Trustee a security interest in, among other things, the Depositor's
rights derived under this Servicing Agreement and the Lease Acquisition
Agreement, and the Servicer agrees that all covenants and agreements made by the
Servicer herein with respect to the Lease Assets shall also be for the benefit
and security of the Indenture Trustee and all holders from time to time of the
Notes. For its services under the Servicing Agreement, the Servicer will receive
a Servicer Fee as provided herein and in the Indenture. For its services
hereunder the Back-up Servicer will receive a Back-up Servicer Fee as provided
herein and in the Indenture.
Section 1. Specific Definitions and Designations
"ACH Bank": None.
"Back-up Servicer": shall initially mean Norwest Bank Minnesota,
National Association.
"Company": shall mean Federal Leasing Corp.
"Depositor": shall mean FLC Financial Corp.
"Indenture Trustee": shall initially mean Norwest Bank Minnesota,
National Association.
"Initial Net Worth Standard": shall mean that the Reported Companies'
total net worth, consisting of preferred stock and warrants and shareholders'
equity, as reflected in the most recent Reported Companies' Financial
Statements, is equal to at least $900,000.
"Reported Companies": shall mean Federal Leasing Corp., New Jersey
Mortgage Investment Corp. ("NJMIC"), and any other wholly-owned
subsidiary of the Company, on a consolidated basis, and in addition, any
successor Servicer appointed pursuant to the Servicing Agreement.
"Servicer": shall initially mean Federal Leasing Corp.
"Servicer State of Incorporation": is New Jersey.
Section 2. The Servicer Fee
The Servicer Fee shall be equal to $5.00 per Lease Contract, per
Scheduled Payment; provided, however, that if the Servicer is anyone other than
Federal Leasing Corp. or one of its affiliates, (i) the Servicer Fee shall be
equal to the lesser of (a) $5.00 per Lease Contract, per Scheduled Payment or
(b) the fee provided for in Section 6.02 of the Standard Servicing Terms and
(ii) such successor Servicer shall be entitled to any Additional Servicer Fee as
provided in the Standard Servicing Terms.
Section 3. Commencement of Independent Accounting Reports
The annual independent accountants' reports referred to in Section 4.03
of the Standard Servicing Terms shall commence with the fiscal year ended
February 28, 1995.
Section 4. Addresses for Notices
All demands, notices and communications referred to in Section 8.04 of
the Standard Servicing Terms shall be addressed as follows:
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(a) if to the Depositor, at 0 Xxxxxx Xxxx Xxxx, Xxxxx X, Xxxxxxxx, Xxx
Xxxxxx 00000, Attention: President;
(b) if to the Servicer, at 0 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx
00000, Attention: President;
(c) if to the Back-up Servicer, at 6th & Marquette Avenue, Minneapolis,
Minnesota, 55479-0069, Attention: Corporate Trust Department;
(d) if to the Indenture Trustee, at 6th Street & Marquette Avenue,
Minneapolis, Minnesota 55479-0069, Attention: Corporate Trust Department;
(e) if to any Noteholder, at its address for notices specified in the
Note Register;
(f) if to the Rating Agencies, at Standard & Poor's, 00 Xxxxxxxx, Xxx
Xxxx, XX 00000 and Xxxxx'x Investor Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx,
XX 00000.
Any of the Persons in subclauses (a) through (f) above may change the
address for notices hereunder by giving notice of such change to the other
Persons. Any change of address shown on the Note Register shall, after the date
of such change, be effective to change the address for such Noteholder
hereunder.
Section 5. Servicing Agreement Comprised of Specific Servicing Terms
and Standard Servicing Terms
This Specific Servicing Terms incorporates by reference all of the
provisions of the Standard Servicing Terms attached hereto as Appendix 1, which
together form the Servicing Agreement. Notwithstanding the foregoing, if any
provision of the Standard Servicing Terms conflicts with the provisions of the
Specific Servicing Terms, the provisions of the Specific Servicing Terms shall
control.
Section 6. Counterparts
This Servicing Agreement may be executed in one or more counterparts
all of which together shall constitute one original document.
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IN WITNESS WHEREOF, the Depositor, the Servicer, the Back-up Servicer
and the Indenture Trustee have caused this Servicing Agreement to be duly
executed by their respective officers thereunto duly authorized as of the date
and year first above written.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Indenture Trustee
By: /s/ Xxxxxx X. Maple
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, Back-up Servicer
By: /s/ Xxxxxx X. Maple
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
FLC FINANCIAL CORP.
Depositor
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: President
FEDERAL LEASING CORP.,
Servicer
By: /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
Title: Chairman
EXHIBIT A
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FEDERAL LEASING CORP. SPC Name: FLC Financial Corp.
MONTHLY SERVICER REPORT Month:_________, 1995
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To Norwest Bank Minnesota, National Association,
as Trustee and Backup Servicer Determination Date:__________
MBIA as the Financial Guarantor
Rothschild Inc. as Placement Agent Calculation Date:____________
Dear Sirs:
In accordance with Section 4.01 of the Standard Terms and Conditions of
Servicing, dated March 1, 1995, by and among Federal Leasing Corp. as Servicer,
Norwest Bank Minnesota, N.A., as Indenture Trustee and Backup Servicer and FLC
Financial Corp., as Depositor ("SV"), this letter constitutes the Monthly
Servicer's Report for the Payment Date occurring on __________ 20, 1995. Unless
otherwise expressly noted, all data contained herein has been calculated as of
the related Calculation Date and with respect to the related Due Period.
Reference is also made to the Standard Terms and Conditions of Indenture, dated
as of March 1, 1995 ("IN") and the Specific Terms & Conditions of Indenture,
dated March 1, 1995 by and among the Depositor and the Servicer and the
Indenture Trustee and Back-Up Servicer ("IN-SUP").
Deposits into Collection Account for prior Due Period
Deposits by or on behalf of the Servicer:
Scheduled and Overdue Payments Received under the Lease Contracts directly by the Service $___________
Prepayments received $___________
Residual Proceeds $___________
Recoveries $___________
Purchase Price received $___________
Guaranty Amounts $___________
Insurance Proceeds $___________
Servicer Advances $___________
Prepayments received above $_________
PV of Prepayments (incl. residuals) $_________
Net Prepayments Due to Servicer (if negative, will be 0) $___________
Taxes received by Servicer $___________
Other amounts received by Servicer $___________
Total $
===========
Transfers made by Trustee to the Collection Account
Transfer from Advance Payment Account (per 3.03(c)(ii) of SV) $___________
Advance Payment Account Investment Earnings (per 3.03(c)(i) of SV) $___________
Transfer from Cash Collateral Account (per 12.03(d)(i) and (d) (iii) of IN) $___________
Collection Account Investment Earnings $___________
___________
Total $___________
Amounts from other sources (e.g. Depositor reimbursement of losses on eligible investments) $___________
Total deposited into the Collection Account $
(other than payments from MBIA) ===========
Disbursements from Collection Account:
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FEDERAL LEASING CORP. SPC Name: FLC Financial Corp.
MONTHLY SERVICER REPORT Month:_________, 1995
--------------------------------------------------------------------------------
Prior to Payment of Principal and Interest Due
---------------------------------------------
Servicer Fee $___________
Reinvestment Income (Collection Account and Advance
Payment Account) to Servicer) $___________
Reimburse Servicer and Back-up Servicer pursuant to Section
3.09 of SV (for costs associated with Defaulted Leases) $___________
Pay Servicer any tax amounts deposited in Collection
Account pursuant to Section 3.07 of SV $___________
Transfer to Advance Payment Account payments in excess of scheduled amounts due $___________
Reimburse prepaid amounts greater than IPB and residual $___________
Unreimbursed Servicer Advances now collected $___________
Nonrecoverable Servicer Advances
Trustee Fee $___________
Backup Servicer Fee $___________
MBIA Premium (starting on March 20, 1996) $___________
Total $___________
Total Balance Available for Noteholder Payments $___________
Disbursements to Noteholder
---------------------------
Total Interest Due (current and overdue) $___________
Warehouse Note Int $___________@___________
Term Notes 1994-A Int $___________@___________
Term Notes 1995-A Int $___________@___________
Principal Distribution Amount $___________
Warehouse Note Prin $___________
Term Notes 1994-A Prin $___________
Term Notes 1995-A Prin $___________
Portion covered by MBIA Policy, (for every Payment Date
before stated Maturity Date, only Interest Due; for Stated
Maturity Date, Interest due plus outstanding Note Amount) $___________
Amounts received under the MBIA Policy (Article 8 of IN) $___________
Total Balance Available for Other Payments $___________
Other Disbursements
-------------------
Deposit to the Cash Collateral Account to its Cash
Collateral Account Required Balance (see below) $___________
Any Insurance Premiums pursuant to 12.02(d)(viii) of IN $___________
Unpaid MBIA amounts, if any $___________
Additional Servicer Fee, if any $___________
Successor Servicer, MBIA and Trustee Transition Costs specified in 12.02(d)(x) of IN $___________
2
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FEDERAL LEASING CORP. SPC Name: FLC Financial Corp.
MONTHLY SERVICER REPORT Month:_________, 1995
--------------------------------------------------------------------------------
Note Principal, if a Trigger Event has occurred (per 12.02(d)(xi) of IN) $___________
Warehouse Note Prin $___________
Term Notes 1994-A Prin $___________
Term Notes 1995-A Prin $___________
To the Servicer amounts specified in 12.02(d)(xii) of IN $___________
To the Servicer any unreimbursed Servicer Advances $___________
To MBIA, amounts specified in the Insurance Agreement $___________
To Trustee and Back-Up Servicer, amounts specified in 12.02(d)(xiv) of IN $___________
To the Warehouse Lender, excess costs pursuant to 12.02(d)(xv) $___________
To Rating Agencies $___________
To the Depositor, any excess amount remaining in the Collection Account $___________
Total deposited into the Collection Account, including payments from MBIA $___________
Total disbursed from Collection Account $___________
Servicer Advances
Amount of Scheduled Payments not received (includes both Scheduled
Payments on Delinquent Leases as well as leases which have
become Defaulted Leases in the current Monthly Period) $___________
Cumulative unreimbursed Servicer Advances as of
the previous Servicer Remittance Date $___________
Plus Servicer Advances for the current Monthly Period $___________
Less Aggregate amount of Servicer Advance reimbursements
for the current Monthly Period $___________
Cumulative unreimbursed Servicer Advances $___________
Cash CoHateral Account
Beginning Balance $___________
Plus Deposit made to the Cash Collateral Account due to rate adjustment $___________
Plus Amount transferred from Collection Account $___________
Investment Earnings on Cash Collateral Account $___________
Less Amount transferred to Collection Account $___________
Less amounts in excess of Cash Collateral Account Required Balance
transferred to Depositor pursuant to Section 12.03(d)(ii) of IN $___________
Ending Balance $___________
Cash Collateral Account Factor
Cash Collateral Account Required Balance:
Product of (a) Required Collateralization Amount (see below)- (Implicit
Principal Balance -ending Note balance)) and (b) Cash Collateral
Account Factor or zero if a Trigger Event has occurred 1.0067
___________
3
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FEDERAL LEASING CORP. SPC Name: FLC Financial Corp.
MONTHLY SERVICER REPORT Month:_________, 1995
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Advance Payment Account
Beginning Balance $___________
Plus amount received during the Monthly Period and Remitted by Servicer $___________
Plus Investment Earnings on Advance Payment Account $___________
Less amount transferred by Trustee to Collection Account $___________
Ending Balance $___________
Implicit Principal Balance Decrease
(As of Calculation Date, for all leases acquired through Implicit
Determination Date) Principal Balance # of Contracts
----------------- --------------
Beginning Aggregate Implicit Principal Balance $________________ ______________
Less Amortization of Scheduled Payments $________________ ______________
Less Unamortized Implicit Principal balance of:
Defaulted Contracts $________________ ______________
Matured Contracts $________________ ______________
Casualty Contracts (to extent of Insurance Proceeds) $________________ ______________
Plus IPB of Substitute Contracts transferred into the Trust $________________ ______________
Less IPB of Substitute Contracts transferred out of the Trust $________________ ______________
Less IPB of Contracts repurchased by the Seller or Transferor
or purchased by the Servicer during the current Due Period $________________ ______________
Other $________________ ______________
Aggregate Implicit Principal Balance Decrease $________________ ______________
Ending IPB before current period Warehouse Fundings ________________ ______________
Plus IPB of Lease Contracts acquired through Warehouse Fundings $________________ ______________
Ending Aggregate Implicit Principal Balance $________________ ______________
Series Initial Implicit Principal Balance
-----------------------------------------
1994-A Series Initial IPB $___________
1995-A Series Initial IPB $___________
Warehouse Initial IPB $___________
Total Initial Series IPB $___________
Note Information Beginning Note Less Principal Plus Warehouse Ending Note
Balance Payment Fundings Balance
------- -------------- -------------- ------------
Series 1994-A $______________ $______________ $_____________ $____________
Series 1995-A $______________ $______________ $_____________ $____________
Warehouse Note $______________ $______________ $_____________ $____________
Total $______________ $______________ $_____________ $____________
4
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FEDERAL LEASING CORP. SPC Name: FLC Financial Corp.
MONTHLY SERVICER REPORT Month:_________, 1995
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Required Collateralization Amount, as last calculated plus
Warehouse Funding IPB times Holdback Rate, if any, on Payment
Date $____________
Required Collateralization Amount
Floor Percentage 3.50%
-----------
Collateralization Percentage 10.00%
-----------
a) Minimum Required Collateralization Amount $____________
b) the greatest of A, B, or C $____________
A) Collateralization Percentage multiplied by the
Aggregate Implicit Principal Balance $____________
B) Implicit Principal Balance of the 3 largest Customers $____________
C) Floor Percentage multiplied by the Initial Aggregate
Implicit Principal Balance $____________
Required Collateralization Amount equals the lesser of a) or b) $____________
Actual overcollateralization amount:
(Implicit Principal Balance plus Cash Collateral Account balance)
minus the Outstanding Note Amount $____________
Trigger Event Calculations:
Calculate Annualized Default Rate:
---------------------------------
# of months after Servicer Advance made to declare Defaulted Lease:
Implicit Principal Balance of Defaulted Lease Contracts during
current Due Period (including repurchased and Substitute Contracts) $____________
Less Recoveries received during the current Due Period $____________
Less Residuals $____________
Total $____________
Current Month Annualized Default Rate ___________________
Detail on Defaulted Contracts (excluding Repurchased or Substituted Contracts):
-------------------------------------------------------------------------------
Implicit Principal
Balance # of Contracts
------------------- ---------------
Servicer did not make Advance $___________________ _______________
Prior Advance Deemed Unrecoverable $___________________ _______________
Prior Advance not Reimbursed by Deadline $___________________ _______________
Total Defaulted Contracts $___________________ _______________
5
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FEDERAL LEASING CORP. SPC Name: FLC Financial Corp.
MONTHLY SERVICER REPORT Month:_________, 1995
--------------------------------------------------------------------------------
Calculate Delinquency Rate:
---------------------------
% of Aggregate
Delinquencies Implicit Implicit Number of
Principal Balance Principal Balance Contracts
---------------- ----------------- ---------
31-60 days delinquent $________________ _________________ __________
61-90 days delinquent $________________ _________________ __________
91-120 days delinquent $________________ _________________ __________
121-150 days delinquent $________________ _________________ __________
151-180 days delinquent $________________ _________________ __________
181 + days $________________ _________________ __________
Delinquency Rate $________________ _________________ __________
Check Default and Delinquency Triggers:
--------------------------------------
Monthly Period
Sum of Current & Prior to
Average Immediately Immediately Immediately
Past 3 Months Preceding Month Current Month Preceding Month Preceding Month
------------- ----------------- ------------- --------------- ---------------
Annualized
Default Rate _____________ _______________ _____________ _______________ ________________
Delinquency Rate _____________ _______________ _____________ _______________ ________________
Curr Mo + Current
3 Mo Avg. Last Mo Month
------------- ------------ ---------
Max. Default Rates: 2.10% 6.30% 6.30%
------------- ------------ ----------
Applicable Maximum Delinquency Rate 5.75%
-----------
Net Worth:
----------
Net Worth Minimum $ 900,000.00
------------
Federal Leasing Corp.'s Net Worth $ (as of _________, 1995 audited)
------------
6
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FEDERAL LEASING CORP. SPC Name: FLC Financial Corp.
MONTHLY SERVICER REPORT Month:_________, 1995
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Detail on Substitutions and Purchases: Cumulative Implicit
Cumulative Principal Balance
Implicit Implicit Divided by Initial
Principal Balance Principal Balance Implicit Principal Balance
----------------- ----------------- --------------------------
Leases Terminated or Prepaid and
Substituted per 4.04(d) of IN $________________ $________________ ________________ (< 10%)
Delinquent Lease Contracts
Repurchased or Substituted
per 4.04(d) of IN $________________ $________________ ________________ (<6%)
Defaulted Lease Contracts,
Repurchased or Substituted
per 4.04(d) of IN $________________ $________________ ________________ (< 3.5 %)
Substitution Limit on Aggregate IPB:
Defaulted and Delinquent Lease Contracts
Repurchased or Substituted
per 4.04(d) of IN $________________ $________________ ________________ (<20%)
Transition Costs:
Cumulative Transition Costs Paid to Date
pursuant to 12.02(d)(x) of IN $ 0.00
________________
Explanatory Notes:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Contact: _____________________
Phone: _____________________
The undersigned officer of the Servicer hereby certifies that
the information contained in this Monthly Servicer Report is true and
accurate in all respects.
Federal Leasing Corp.
Servicer
By:__________________________
Name:
Title:
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APPENDIX I
STANDARD TERMS AND CONDITIONS OF SERVICING
Appendix I to this document, the Standard Terms and Conditions of Servicing, is
Document Number 5.
