EXHIBIT 99.4
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of October, 2002, by and between ▇▇▇▇▇▇ BROTHERS BANK, FSB, a
federal savings bank (the "Seller" or "▇▇▇▇▇▇ Brothers Bank, FSB"), and BANK OF
AMERICA, N.A., a national banking association (referred to herein as the
"Servicer"), recites and provides as follows:
RECITALS
WHEREAS, the Seller acquired certain conventional, residential,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") from the
Servicer, which Mortgage Loans were either originated or acquired by the
Servicer pursuant to a Mortgage Loan Sale and Servicing Agreement between ▇▇▇▇▇▇
Brothers Bank, FSB, as "Purchaser," and the Servicer, as "Seller" and as
"Servicer," dated August 1, 2002 for Adjustable-Rate Mortgage Loans, Loan
Package LBB02-4 (the "MLSSA") which is annexed hereto as Exhibit B.
WHEREAS, the Seller has conveyed certain Mortgage Loans identified on
Exhibit C hereto (the "Serviced Mortgage Loans") to Structured Asset Securities
Corporation, a Delaware special purpose corporation ("SASCO"), which in turn has
conveyed the Serviced Mortgage Loans to JPMorgan Chase Bank (the "Trustee"),
pursuant to a trust agreement, dated as of October 1, 2002 (the "Trust
Agreement"), among the Trustee, Aurora Loan Services Inc., as master servicer
("Aurora," and, together with any successor Master Servicer appointed pursuant
to the provisions of the Trust Agreement, the "Master Servicer") and SASCO.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by the
Servicer pursuant to the MLSAA.
WHEREAS, the Seller desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Seller and the Master Servicer to terminate the rights and
obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, the Seller and the Servicer agree that the provisions of the MLSSA
shall apply to the Serviced Mortgage Loans, but only to the extent provided
herein, 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 that the provisions of the MLSSA shall apply to all Mortgage Loans
other than the Serviced Mortgage Loans without giving effect to the terms of
this Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Agreement.
WHEREAS, the Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Seller and the Servicer hereby agree as
follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the MLSSA incorporated by
reference herein (regardless if such terms are defined in the MLSSA), shall have
the meanings ascribed to such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that U.S. Bank, National
Association will act as custodian of the Serviced Mortgage Files for the Trustee
pursuant to the Trust Agreement.
3. Servicing. The Servicer agrees, with respect to the Serviced Mortgage
Loans, to perform and observe the duties, responsibilities and obligations that
are to be performed and observed under the provisions of the MLSSA, except as
otherwise provided herein and on Exhibit A hereto, and that the provisions of
the MLSSA, as so modified, are and shall be a part of this Agreement to the same
extent as if set forth herein in full.
4. Trust Cut-off Date. The parties hereto acknowledge that by operation of
Subsection 11.05 and Subsection 11.15 of the MLSSA, the remittance on November
18, 2002 to the Trust Fund is to include principal due after October 1, 2002
(the "Trust Cut-off Date") plus interest, at the Mortgage Loan Remittance Rate
collected during the related Due Period exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, with the adjustments
specified in clauses (b), (c) and (d) of Subsection 11.15 of the MLSSA.
5. Master Servicing; Termination of Servicer. The Servicer, including any
successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer
services the Serviced Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO
2002-21A Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as ▇▇▇▇▇▇ Brothers Bank, FSB under the MLSSA to
enforce the obligations of the Servicer under the MLSSA and the term "Purchaser"
as used in the MLSSA in connection with any rights of the Purchaser shall refer
to the Trust Fund or, as the 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 Subsection 13.01 of the MLSSA.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of obligations of ▇▇▇▇▇▇ Brothers Bank, FSB under the MLSSA
and in connection with the performance of the Master Servicer's duties
hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations of
liability afforded to the Master Servicer under the Trust Agreement.
6. No Representations. Neither the Servicer nor the Master Servicer shall
be obligated or required to make any representations and warranties regarding
the characteristics of the Serviced Mortgage Loans (other than those
representations and warranties made as of the Closing Date defined in the MLSSA
by the Servicer in Subsection 7.01 of the MLSSA) in connection with the
transactions contemplated by the Trust Agreement and issuance of the
Certificates issued pursuant thereto.
7. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may
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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.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Master Servicing,
SASCO 2002-21A
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled to the following wire account:
JPMorgan Chase Bank
New York, New York
ABA#: ▇▇▇-▇▇▇-▇▇▇
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 2002-21A
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attention: Corporate Trust Services Group
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller, at the following address:
▇▇▇▇▇▇ Brothers Bank, FSB
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
All notices required to be delivered to the Servicer hereunder shall be
delivered to its office at the address for notices as set forth in the MLSSA.
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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.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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Executed as of the day and year first above written.
▇▇▇▇▇▇ BROTHERS BANK, FSB,
as Seller
By:
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.,
as Servicer
By:
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Acknowledged:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
-----------------------------------
Name: E. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
JPMORGAN CHASE BANK,
as Trustee
By:
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
EXHIBIT A
Modifications to the MLSSA
1. Unless otherwise specified herein, any provisions of the MLSSA, including
definitions, relating to (i) representations and warranties relating to the
Mortgage Loans and not relating to the servicing of the Mortgage Loans,
(ii) Mortgage Loan repurchase obligations, (iii) Whole-Loan Transfers,
Agency Transfers and Securitizations, and (iv) Assignments of Mortgage,
shall be disregarded for purposes relating to this Agreement. The exhibits
to the MLSSA and all references to such exhibits shall also be disregarded.
2. A new definition of "Best Efforts" is hereby added to Section 1 to
immediately follow the definition of "Assignment of Mortgage", to read as
follows:
Best Efforts: Efforts determined to be reasonably diligent by the
Servicer in its reasonable discretion. Such efforts do not require the
Servicer to enter into any litigation, arbitration or other legal or
quasi-legal proceeding, nor do they require the Servicer to advance or
expend fees or sums of money in addition to those specifically set
forth in this Agreement.
3. The definition of "Eligible Investments" in Section 1 is hereby amended in
its entirety to read as follows:
Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of
maturity not later than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of
America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and
credit of the United States of America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository
institution or trust company (including U.S. subsidiaries of foreign
depositories and the Trustee or any agent of the Trustee, acting in
its respective commercial capacity) incorporated or organized under
the laws of the United States of America or any state thereof and
subject to supervision and examination by federal or state banking
authorities, so long as at the time of investment or the contractual
commitment providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial
paper or other short-term debt or deposit obligations of such holding
company or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category or one of
its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ 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
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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 either Rating Agency;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than 180 days after the date of
issuance thereof) rated by each Rating Agency in its highest
short-term rating category;
(vi) a Qualified GIC;
(vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of
the United States of America or its agencies or instrumentalities
(which obligations are backed by the full faith and credit of the
United States of America) held by a custodian in safekeeping on behalf
of the holders of such receipts; and
(viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating
Agency or (B) that would not adversely affect the then current rating
by each Rating Agency of any of the Certificates. Such investments in
this subsection (viii) may include money market mutual funds or common
trust funds, including any fund for which the Trustee, the Master
Servicer or an affiliate thereof serves as an investment advisor,
administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that (x) the Trustee, the Master
Servicer or an affiliate thereof charges and collects fees and
expenses from such funds for services rendered, (y) the Trustee, the
Master Servicer or an affiliate thereof charges and collects fees and
expenses for services rendered pursuant to this Agreement, and (z)
services performed for such funds and pursuant to this Agreement may
converge at any time, provided, however, that no such instrument shall
be an Eligible Investment if such instrument evidences either (i) a
right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and
interest payments derived from obligations underlying such instrument
and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the
yield to maturity at par of such underlying obligations.
4. A new definition of "▇▇▇▇▇▇ Mae" is hereby added to Section 1 to
immediately follow the definition of "▇▇▇▇▇▇▇ Mac," to read as follows:
▇▇▇▇▇▇ Mae: The Government National Mortgage Association, or any
successor thereto.
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5. The definition of "Mortgage Loan" in Section 1 is hereby amended in its
entirety to read as follows:
Mortgage Loan: An individual servicing retained Mortgage Loan which
has been purchased from the Servicer by ▇▇▇▇▇▇ Brothers Bank, FSB and
is subject to this Agreement, being identified on the Mortgage Loan
Schedule attached to this Agreement, which Mortgage Loan includes
without limitation the Mortgage Loan Documents, the Monthly Reports,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds and all other rights,
benefits, proceeds and obligations arising from or in connection with
such Mortgage Loan.
6. The definition of "Mortgage Loan Schedule" in Section 1 is hereby amended
in its entirety to read as follows:
Mortgage Loan Schedule: The schedule of Mortgage Loans setting forth
certain information with respect to the Mortgage Loans which were
purchased from the Servicer by ▇▇▇▇▇▇ Brothers Bank, FSB, which
Mortgage Loan Schedule is attached as Exhibit C to this Agreement.
7. The definition of "Opinion of Counsel" in Section 1 is hereby amended by
replacing the period with a semicolon at the end of such definition and
adding the following proviso:
provided that any Opinion of Counsel relating to (a) qualification of
the Mortgage Loans in a REMIC or (b) compliance with the REMIC
Provisions, must be an opinion of counsel who (i) is in fact
independent of the Servicer and the Master Servicer of the Mortgage
Loans, (ii) does not have any material direct or indirect financial
interest in the Servicer or the Master Servicer of the Mortgage Loans
or in an affiliate of either and (iii) is not connected with the
Servicer or the Master Servicer of the Mortgage Loans as an officer,
employee, director or person performing similar functions.
8. The definition of "P&I Advance" in Section 1 is hereby amended in its
entirety to read as follows and moved in Section 1 to immediately follow
the definition of "MERS" (with each reference in the MLSSA to "P&I
Advance", for purposes of this Agreement, hereafter being deemed to be a
reference to "Monthly Advance"):
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.
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9. A new definition of "Prepayment Interest Shortfall Amount" is hereby added
to Section 1 to immediately follow the definition of "Person," to read as
follows:
Prepayment Interest Shortfall Amount: With respect to any Mortgage
Loan that was subject to a voluntary (not including discounted
payoffs) Principal Prepayment in full or in part during any Due
Period, which Principal Prepayment was applied to such Mortgage Loan
prior to such Mortgage Loan's Due Date in such Due Period, the amount
of interest (net of the related Servicing Fee for Principal
Prepayments in full only) that would have accrued on the amount of
such Principal Prepayment during the period commencing on the date as
of which such Principal Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date, inclusive;
provided, however, that the Servicer's aggregate obligations to pay
the Prepayment Interest Shortfall Amount for any month shall be
limited to the total amount of Servicing Fees actually received with
respect to the Mortgage Loans by the Servicer during such month.
10. The definition of "Principal Prepayment" is hereby amended and restated to
read as follows:
Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date,
including any prepayment charge or premium thereon, and which is not
accompanied by an amount of interest representing scheduled interest
due on any date or dates in any month or months subsequent to the
month of prepayment.
11. A new definition of "Principal Prepayment Period" is hereby added to
Section 1 to immediately follow the definition of "Principal Prepayment,"
to read as follows:
Principal Prepayment Period: The month preceding the month in which
the related Remittance Date occurs.
12. The definition of "Qualified Depository" is hereby amended and restated 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)
▇▇▇▇▇▇ Brothers Bank, F.S.B., a federal savings bank.
13. A new definition of "Qualified GIC" is hereby added to Section 1 to
immediately follow the definition of "Qualified Depository", to read as
follows:
Qualified GIC: A guaranteed investment contract or surety bond
providing for the investment of funds in the Custodial Account and
insuring a minimum, fixed or floating rate of return on investments of
such funds, which contract or surety bond shall:
(a) be an obligation of an insurance company or other corporation
whose long-term debt is rated by each Rating Agency in one of its two
highest rating categories or, if such insurance company has no
long-term debt, whose claims paying ability is rated
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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;
(c) provide that if at any time the then current credit standing
of the obligor under such guaranteed investment contract is such that
continued investment pursuant to such contract of funds would result
in a downgrading of any rating of the Servicer, the Servicer shall
terminate such contract without penalty and be entitled to the return
of all funds previously invested thereunder, together with accrued
interest thereon at the interest rate provided under such contract to
the date of delivery of such funds to the Trustee;
(d) provide that the Servicer's interest therein shall be
transferable to any successor Servicer or the Master Servicer
hereunder; and
(e) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Custodial Account, as the case
may be, not later than the Business Day prior to any Determination
Date.
14. A new definition of "Rating Agency" is hereby added to Section 1 to
immediately follow the definition of "Qualified GIC," to read as follows:
Rating Agency: Any of Fitch, Inc., ▇▇▇▇▇'▇ Investors Service, Inc. or
Standard & Poor's, A Division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or
any successor of the foregoing.
15. The definition of "Servicing Fee" in Section 1 is hereby amended in its
entirety to read as follows:
Servicing Fee: An amount equal to one-twelfth the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of the
Mortgage Loan. The Servicing Fee is payable solely from the interest
portion (including recoveries with respect to interest from
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds) of such Monthly Payment collected by the
Servicer or as otherwise provided under this Agreement.
16. The parties acknowledge that Section 2 shall be inapplicable to this
Agreement.
17. The parties acknowledge that the provisions of Section 3 are superseded by
Exhibit C attached hereto.
18. The parties acknowledge that Section 4 shall be inapplicable to this
Agreement.
19. The parties acknowledge that Section 5 shall be inapplicable to this
Agreement.
20. The parties hereto acknowledge that Section 6 (Delivery of Mortgage Loan
Documents) of the MLSSA shall be (i) superseded by the provisions of the
Custodial Agreement, and (ii) modified
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to indicate that the Servicer shall prepare and execute at the direction of
▇▇▇▇▇▇ Brothers Bank, FSB any note endorsements in connection with the
transfer of the Mortgage Loans to the Trust Fund as the Owner of the
Mortgage Loans and that ▇▇▇▇▇▇ Brothers Bank, FSB shall pay for any fees
associated with the preparation and execution of such note endorsements to
the Trust Fund.
21. Subsection 7.03 (Remedies for Breach of Representations and Warranties) is
hereby amended in its entirety to read as follows:
It is understood and agreed that the representations and
warranties set forth in Subsection 7.02 shall survive the engagement
of the Servicer to perform the servicing responsibilities hereunder
and the delivery of the Servicing Files to the Servicer and shall
inure to the benefit of the Trustee, the Trust Fund and the Master
Servicer. Upon discovery by either the Servicer, the Master Servicer
or the Trustee of a breach of any of the foregoing representations and
warranties set forth in Subsection 7.02 which materially and adversely
affects the ability of the Servicer to perform its duties and
obligations under this Agreement or otherwise materially and adversely
affects the value of the Mortgage Loans, the Mortgaged Property or the
priority of the security interest on such Mortgaged Property or the
interest of the Trustee or the Trust Fund, the party discovering such
breach shall give prompt written notice to the other.
Within 60 days of the earlier of either discovery by or notice to
the Servicer of any breach of a representation or warranty set forth
in Subsection 7.02 which materially and adversely affects the ability
of the Servicer to perform its duties and obligations under this
Agreement or otherwise materially and adversely affects the value of
the Mortgage Loans, the Mortgaged Property or the priority of the
security interest on such Mortgaged Property, the Servicer shall use
its Best Efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Servicer shall, at the
Trustee's option, assign the Servicer's rights and obligations under
this Agreement (or respecting the affected Mortgage Loans) to a
successor Servicer selected by the Trustee with the prior consent and
approval of the Master Servicer. Such assignment shall be made in
accordance with Subsection 14.03.
In addition, the Servicer shall indemnify (from its own funds)
the Trustee, the Trust Fund and Master Servicer and hold each of them
harmless against any costs resulting from any claim, demand, defense
or assertion based on or grounded upon, or resulting from, a breach of
the Servicer's representations and warranties contained in Subsections
7.01 or 7.02 of this Agreement. It is understood and agreed that the
remedies set forth in this Subsection 7.03 constitute the sole
remedies of the Master Servicer, the Trust Fund and the Trustee
respecting a breach of the foregoing representations and warranties.
Any cause of action against the Servicer relating to or arising
out of the breach of any representations and warranties made in
Subsection 7.02 shall accrue upon (i) discovery of such breach by the
Servicer or notice thereof by the Trustee or Master Servicer to the
Servicer, (ii) failure by the Servicer to cure such breach within the
applicable cure period, and (iii) demand upon the Servicer by the
Trustee or the Master Servicer for compliance with this Agreement.
22. The parties acknowledge that Section 8 shall be inapplicable to this
Agreement.
23. The parties acknowledge that Section 9 shall be inapplicable to this
Agreement.
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24. The parties acknowledge that Section 10 shall be inapplicable to this
Agreement.
25. Subsection 11.01 (Servicer to Act as Servicer; Subservicing) is hereby
amended as follows:
(a) by deleting the fifth paragraph of such subsection and replacing
it with the following:
Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of any such term or in any manner grant indulgence to any
Mortgagor if in the Servicer's reasonable and prudent determination
such waiver, modification, postponement or indulgence is not
materially adverse to the Master Servicer, the Trustee or the Trust,
provided, however, that unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of
the Servicer, imminent, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, forgive the payment of principal or interest, reduce or
increase the outstanding principal balance (except for actual payments
of principal) or change the final maturity date on such Mortgage Loan.
(b) by adding the following to the end of the fifth paragraph of such
subsection:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Servicer shall
forward to the Master Servicer copies of any documents evidencing such
assumption, modification, consolidation or extension. Notwithstanding
anything to the contrary contained in this Agreement, the Servicer
shall not make or permit any modification, waiver or amendment of any
term of any Mortgage Loan that would cause any REMIC created under the
Trust Agreement to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860F(a) or Section 860G(d) of the
Code.
26. Subsection 11.03 (Collection of Mortgage Loan Payments) is hereby amended
by replacing the words "Continuously from the date hereof until the
principal and interest on all Mortgage Loans are paid in full" in the first
and second lines thereof to "Continuously from the Closing Date until the
date the Mortgage Loans cease to be subject to this Agreement".
27. Subsection 11.04 (Establishment of Custodial Account; Deposits in Custodial
Account) is hereby amended as follows:
(a) the words "Bank of America, N.A. in trust for ▇▇▇▇▇▇ Brothers
Bank, FSB as Purchaser of Mortgage Loans and various Mortgagors"
in the fourth and fifth lines of the first paragraph shall be
replaced by the following words: "Bank of America, N.A. in trust
for the SASCO 2002-21A Trust Fund";
(b) the words "commercial bank, a savings bank or a savings and loan
association (which may be a depository affiliate of the Servicer)
which meets the guidelines set forth by ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac
as an eligible depository institution for custodial accounts" in
the sixth, seventh and eighth lines of the first paragraph shall
be replaced by the following words" "Qualified Depository";
(c) by amending clause (i) to read as follows:
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(i) the amount of any Prepayment Interest Shortfall Amount paid
out of the Servicer's own funds without any right to
reimbursement therefor;
28. Subsection 11.05 (Withdrawals From the Custodial Account) is hereby amended
as follows:
(a) by replacing the last five lines of clause (c) with the
following:
Servicer's right thereto shall be prior to the rights of the
Trust Fund; provided however, that in the event that the
Servicer determines in good faith that any unreimbursed
Monthly Advances will not be recoverable from amounts
representing late recoveries of payments of principal or
interest respecting the particular Mortgage Loan as to which
such Monthly Advance was made or from Liquidation Proceeds
or Insurance Proceeds with respect to such Mortgage Loan,
the Servicer may reimburse itself for such amounts from the
Custodial Account, it being understood, in the case of any
such reimbursement, that the Servicer's right thereto shall
be prior to the rights of the Trust Fund;
(b) by deleting the word "and" at the end of clause (h), by replacing
the period at the end of clause (i) with a semicolon and by
adding the following new clauses (j) and (k):
(j) to invest funds in the Custodial Account in Eligible
Investments in accordance with Subsection 11.04; and,
(k) to transfer funds to another Qualified Depository in
accordance with Subsection 11.09 hereof.
29. Subsection 11.06 (Establishment of Escrow Account; Deposits in Escrow
Account) shall be amended by deleting the words: "Bank of America, N.A., in
trust for ▇▇▇▇▇▇ Brothers Bank, FSB as Purchaser of Mortgage Loans and
various Mortgagors" in the fourth and fifth lines of the first paragraph,
and replacing them with the following words: "Bank of America, N.A., in
trust for the SASCO 2002-21A Trust Fund."
30. Subsection 11.13 (Title, Management and Disposition of REO Property) is
hereby amended (i) by adding two new paragraphs after the second paragraph
thereof to read as follows:
In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage Loan, the
Servicer shall dispose of such REO Property not later than the end of
the third taxable year after the year of its acquisition by the Trust
Fund unless the Servicer has applied for and received a grant of
extension from the Internal Revenue Service to the effect that, under
the REMIC Provisions and any relevant proposed legislation and under
applicable state law, the applicable Trust REMIC may hold REO Property
for a longer period without adversely affecting the REMIC status of
such REMIC or causing the imposition of a federal or state tax upon
such REMIC. If the Servicer has received such an extension, then the
Servicer shall continue to attempt to sell the REO Property for its
fair market value for such period longer than three years as such
extension permits (the "Extended Period"). If the Servicer has not
received such an extension and the Servicer is unable to sell the REO
Property within the period ending 3 months before the end of such
third taxable year after its acquisition by the Trust Fund or if the
Servicer has received such an extension, and the Servicer is unable to
sell the REO Property within the period ending three months before the
close of
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the Extended Period, the Servicer shall, before the end of the three
year period or the Extended Period, as applicable, (i) purchase such
REO Property at a price equal to the REO Property's fair market value
or (ii) auction the REO Property to the highest bidder (which may be
the Servicer) in an auction reasonably designed to produce a fair
price prior to the expiration of the three-year period or the Extended
Period, as the case may be. The Trustee shall sign any document or
take any other action reasonably requested by the Servicer which would
enable the Servicer, on behalf of the Trust Fund, to request such
grant of extension.
Notwithstanding any other provisions of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would: (i) cause
such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code; or (ii) subject any
Trust REMIC to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes imposed by
reason of Sections 860F or 860G(c) of the Code, unless the Servicer
has agreed to indemnify and hold harmless the Trust Fund with respect
to the imposition of any such taxes;
(ii) by replacing the word "advances" in the eighth line of the third
paragraph thereof with "Monthly Advances"; and,
(iii) by adding the following to the end of such Subsection:
Prior to acceptance by the Servicer of an offer to sell any REO
Property, the Servicer shall notify the Master Servicer of such offer
in writing which notification shall set forth all material terms of
said offer (each a "Notice of Sale"). The Master Servicer shall be
deemed to have approved the sale of any REO Property unless the Master
Servicer notifies the Servicer in writing, within five (5) days after
its receipt of the related Notice of Sale, that it disapproves of the
related sale, in which case the Servicer shall not proceed with such
sale.
31. Subsection 11.15 (Distributions) is hereby amended by adding the following
after the second paragraph of such Subsection:
All remittances required to be made to the Master Servicer shall
be made to the following wire account or to such other account as may
be specified by the Master Servicer from time to time:
JPMorgan Chase Bank
New York, New York
ABA#: ▇▇▇-▇▇▇-▇▇▇
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 2002-21A
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32. Subsection 11.16 (Statements to Purchaser) is hereby amended in its
entirety to read as follows:
Subsection 11.16 Statements to Master Servicer.
Not later than the tenth calendar day of each month (or if such
calendar day is not a Business Day, the immediately succeeding
Business Day), the Servicer shall furnish to the Master Servicer (a) a
monthly remittance advice in the format set forth in Exhibit D-1
hereto and a monthly defaulted loan report in the format set forth in
Exhibit D-2 hereto (or in such other format mutually agreed between
the Servicer and the Master Servicer) relating to the period ending on
the last day of the preceding calendar month, (b) all such information
required pursuant to clause (a) above on a magnetic tape or other
similar media reasonably acceptable to the Master Servicer, (c) with
respect to those Serviced Mortgage Loans covered by any PMI Policy, on
a current and cumulative basis the amount of any (i) claims filed,
(ii) claims payments made, (iii) claims denied, (iv) policies
cancelled with respect to those Serviced Mortgage Loans covered by any
PMI Policy and (d) all such other information reasonably required by
the Master Servicer and (e) the amount of any Monthly Advances made by
the Servicer on such Monthly Remittance Date.
Beginning with the year 2003, the Servicer shall prepare and file
any and all tax returns, information statements or other filings for
the portion of the tax year 2002 and the portion of subsequent tax
years for which the Servicer has serviced some or all of the Mortgage
Loans hereunder as such returns, information statements or other
filings are required to be delivered to any governmental taxing
authority or to the Master Servicer pursuant to any applicable law
with respect to the Mortgage Loans and the transactions contemplated
hereby. In addition, the Servicer shall provide the Master Servicer
with such information concerning the Mortgage loans as is necessary
for the Master Servicer to prepare the Trust Fund's federal income tax
return as the Master Servicer may reasonably request from time to
time.
33. Subsection 11.20 (Annual Statement as to Compliance) is hereby amended and
restated in its entirety to read as follows:
Subsection 11.20 Annual Officer's Certificate.
On or before March 15 of each year, beginning with March 15,
2003, the Servicer, at its own expense, will deliver to ▇▇▇▇▇▇
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 officer's
supervision, and (ii) to the best of such officer's 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.
34. Subsection 11.21 (Annual Independent Public Accountants' Servicing Report)
is hereby amended and restated in its entirety to read as follows:
Subsection 11.21 Annual Independent Public Accountants' Servicing
Report.
On or before March 15 of each year, beginning with March 15,
2003, 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 ▇▇▇▇▇▇ Brothers Bank, FSB and Master
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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.
35. Subsection 12.01 (Indemnification; Third Party Claims) is hereby amended
and restated in its entirety to read as follows:
Subsection 12.01 Indemnification; Third Party Claims.
The Servicer shall indemnify ▇▇▇▇▇▇ Brothers Bank, FSB, the Trust
Fund, the Trustee and the Master Servicer and hold each of them
harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and any other costs, fees and expenses that any of
such parties may sustain in any way related to the failure of the
Servicer to perform its duties and service the Mortgage Loans in
compliance with the terms of this Agreement. The Servicer immediately
shall notify ▇▇▇▇▇▇ Brothers Bank, FSB, the Master Servicer and the
Trustee or any other relevant party if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans, assume
(with the prior written consent of the indemnified party, which
consent shall not be unreasonably withheld or delayed) the defense of
any such claim and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or any of such parties in
respect of such claim. The Servicer shall follow any written
instructions received from the Trustee in connection with such claim.
The Servicer shall provide the Trustee with a written report of all
expenses and advances incurred by the Servicer pursuant to this
Subsection 12.01, and the Trustee from the assets of the Trust Fund
promptly shall reimburse the Servicer for all amounts advanced by it
pursuant to the preceding sentence except when the claim is in any way
relates to the failure of the Servicer to service and administer the
Mortgage Loans in compliance with the terms of this Agreement or the
gross negligence, bad faith or willful misconduct of this Servicer.
36. Subsection 12.04 (Seller and Servicer Not to Resign) is hereby amended and
restated in its entirety to read as follows:
Subsection 12.04 Limitation on Resignation and Assignment by Servicer
The Servicer shall neither assign this Agreement or the servicing
hereunder nor 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 or
upon the
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determination that the Servicer's duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured
by the Servicer. Any such determination permitting the unilateral
resignation of the Servicer shall be evidenced by an Opinion of
Counsel to such effect delivered to the Purchaser, which Opinion of
Counsel shall be in form and substance acceptable to the Purchaser. No
such resignation or assignment shall become effective until a
successor has assumed the Servicer's responsibilities and obligations
hereunder in accordance with Subsection 14.03. Notwithstanding the
foregoing, 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.
37. Subsection 13.01 (Events of Default) is hereby amended by:
(a) changing any reference to "Purchaser" to "Master Servicer"
(b) adding the words "within the applicable cure period" after the
word "remedied" in the fourth line of subclause (b); and
(c) amending subclause (g) as follows: "the Servicer at any time is
neither a ▇▇▇▇▇▇ ▇▇▇ nor ▇▇▇▇▇▇▇ Mac approved servicer, and the
Master Servicer has not terminated the rights and obligations of
the Servicer under this Agreement and replaced the Servicer with
a ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac approved servicer within 30 days of
the absence of such approval;".
38. Subsection 13.02 (Waiver of Defaults) is hereby amended by changing the
reference to "Purchaser" in such Subsection to "Master Servicer with the
prior written consent of the Trustee".
39. Subsection 14.01 (Termination) is hereby amended by (i) changing the word
"Purchaser" to "▇▇▇▇▇▇ Brothers Bank, FSB."
40. Subsection 14.02 (Termination of the Servicer Without Cause) is hereby
amended by replacing the first reference to "Purchaser" with "▇▇▇▇▇▇
Brothers Bank, FSB (with the prior consent of the Trustee)" and by
replacing all other references to "Purchaser" with "▇▇▇▇▇▇ Brothers Bank,
FSB."
41. Subsection 14.03 (Successors to the Servicer) is hereby amended in its
entirety to read as follows:
Subsection 14.03 Successors to the Servicer.
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Subsections 12.04, 13.01, 14.01 or 14.02, the Master Servicer shall,
in accordance with the provisions of the Trust Agreement (i) succeed
to and assume all of the Servicer's responsibilities, rights, duties
and obligations under this Agreement, or (ii) appoint a successor
meeting the eligibility requirements of this Agreement, and which
shall succeed to all rights and assume all of the responsibilities,
duties and liabilities of the Servicer under this Agreement with the
termination of the Servicer's responsibilities, duties and liabilities
under this Agreement. Any successor to
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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, ▇▇▇▇▇▇ Brothers Bank, FSB, the Trustee and each
Rating Agency. 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 ▇▇▇▇▇▇ Brothers Bank, FSB, as applicable, may make such
arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that
permitted the Servicer under this Agreement. In the event that the
Servicer's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned
Subsections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires knowledge
of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise
under this Agreement, and shall take no action whatsoever that might
impair or prejudice the rights or financial condition of its
successor. The resignation or removal of the Servicer pursuant to the
aforementioned Subsections shall not become effective until a
successor shall be appointed pursuant to this Subsection 14.03 and
shall in no event relieve the Servicer of the representations and
warranties made pursuant to Section 7 and the remedies available to
the Trust Fund under Subsection 7.03 shall be applicable to the
Servicer notwithstanding any such resignation or termination of the
Servicer, or the termination of this Agreement.
Within a reasonable period of time, but in no event longer than
30 days of the appointment of a successor entity, the Servicer shall
prepare, execute and deliver to the successor entity any and all
documents and other instruments, place in such successor's possession
all Servicing Files, and do or cause to be done all other acts or
things necessary or appropriate to effect the purposes of such notice
of termination. The Servicer shall cooperate with the Trustee and the
Master Servicer, as applicable, and such successor in effecting the
termination of the Servicer's responsibilities and rights hereunder
and the transfer of servicing responsibilities to the successor
Servicer, including without limitation, the transfer to such successor
for administration by it of all cash amounts which shall at the time
be credited by the Servicer to the Account or any Escrow Account or
thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Trustee, the Servicer and the Master
Servicer an instrument (i) accepting such appointment, wherein the
successor shall make an assumption of the due and punctual performance
and observance of each covenant and condition to be performed and
observed by the Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Servicer or termination of this
Agreement pursuant to Subsections 12.04, 13.01, 14.01 or 14.02 shall
not affect any claims that the Master Servicer or the Trustee may have
against the Servicer arising out of the Servicer's actions or failure
to act prior to any such termination or resignation.
The Servicer shall deliver within three (3) Business Days of the
appointment of a successor Servicer the funds in the Account and
Escrow Account held by it hereunder to the successor Servicer and the
Servicer shall account for all funds and shall execute and
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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.
42. The parties acknowledge that Section 22 shall be inapplicable to this
Agreement.
43. Section 25 (Amendment) is hereby amended by replacing the words "by the
Purchaser, the Seller and the Servicer by written agreement signed by the
parties hereto" with the words "by written agreement by the Servicer and
▇▇▇▇▇▇ Brothers Bank, FSB, with the written consent of the Master Servicer
and the Trustee".
44. Section 29 (Successors and Assigns) is hereby deleted in its entirety.
45. Section 30 (Non-Solicitation) is hereby amended by replacing the words "the
Purchaser" with "▇▇▇▇▇▇ Brothers Bank, FSB" in each instance.
46. A new Section 31 (Intended Third Party Beneficiaries) is hereby added below
Section 30 to read as follows:
Intended Third Party Beneficiaries. Notwithstanding any provision
herein to the contrary, the parties to this Agreement agree that it is
appropriate, in furtherance of the intent of such parties as set forth
herein, that the Master Servicer and the Trustee receive the benefit
of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. The
Servicer shall have the same obligations to the Master Servicer and
the Trustee as if they were parties to this Agreement, and the Master
Servicer and the Trustee shall have the same rights and remedies to
enforce the provisions of this Agreement as if they were parties to
this Agreement. The Servicer shall only take direction from the Master
Servicer (if direction by the Master Servicer is required under this
Agreement) unless otherwise directed by this Agreement.
Notwithstanding the foregoing, all rights and obligations of the
Master Servicer and the Trustee hereunder (other than the right to
indemnification) shall terminate upon termination of the Trust
Agreement and of the Trust Fund pursuant to the Trust Agreement.
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EXHIBIT B
Mortgage Loan Sale and Servicing Agreement
[See Exhibit #99.6]
EXHIBIT C
Schedule of Serviced Mortgage Loans
[Intentionally Omitted]
EXHIBIT D-1
STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE
FIELD NAME DESCRIPTION FORMAT
---------- ----------- ------
INVNUM INVESTOR LOAN NUMBER Number no decimals
SERVNUM SERVICER LOAN NUMBER, REQUIRED Number no decimals
BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals
BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL,
REQUIRED
SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals
ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL,
REQUIRED, .00 IF NO COLLECTIONS
CURT1 CURTAILMENT 1 ▇▇▇▇▇▇, .▇▇ 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 ▇▇▇▇▇▇, .▇▇ 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
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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
D-2-1
47. Loss Mit Approval Date
48. Loss Mit Removal Date
49. REO Flag
50. Actual REO Start Date
51. REO List Date
52. REO List Price
53. Date REO Offer Received
54. Date REO Offer Accepted
55. REO Scheduled Close Date
56. REO Actual Closing Date
57. REO Net Sales proceeds
58. REO Sales Price
59. Paid Off Code
60. Paid in Full Date
61. MI Certificate Number
62. MI Cost
63. Other Advance Expenses
64. T&I Advances
65. Interest Advances
66. Liquidation Status
67. BK Atty Fees & Costs
68. FC Atty Fees & Costs
69. Eviction Atty Fees & Costs
70. Appraisal, BPO Costs
71. Property Preservation Fees
72. Actual Claim Filed Date
73. Actual Claim Amount Filed
74. Claim Amount Paid
75. Claim Funds Received Date
76. Realized Gain or Loss
77. BK Flag
78. Bankruptcy Chapter
79. Actual Bankruptcy Start Date
80. Actual Payment Plan Start Date
81. Actual Payment Plan End Date
82. Date POC Filed
83. Date Filed Relief/Dismissal
84. Relief/Dismissal Hearing Date
85. Date Relief/Dismissal Granted
86. Post Petition Due Date
87. Prepayment Flag
88. Prepayment Waived
89. Prepayment Premium Collected
90. Partial Prepayment Amount Collected
91. Prepayment Expiration Date
92. Origination Value Date
93. Origination Value Source
94. Original Value Amount
95. FC Valuation Amount
96. FC Valuation Source
97. FC Valuation Date
D-2-2
98. REO Value Source
99. REO Value(As-is)
100. REO Repaired Value
101. REO Value Date
102. Investor/Security Billing Date Sent
D-2-3