EXECUTION
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of May, 2000, by and between LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation ("Lehman Capital"), and
OPTION ONE MORTGAGE CORPORATION, a California corporation ("the Servicer"),
recites and provides as follows:
RECITALS
WHEREAS, Lehman Capital has conveyed certain Mortgage Loans identified
on Schedule I hereto (the "Serviced Mortgage Loans") to Structured Asset
Securities Corporation, a Delaware special purpose corporation ("SASCO"),
which in turn has conveyed the Serviced Mortgage Loans to First Union National
Bank, a national banking association, as trustee (the "Trustee"), under a
trust agreement dated as of May 1, 2000 (the "Trust Agreement"), among the
Trustee, Norwest Bank Minnesota, National Association, as master servicer
("Norwest," and, together with any successor Master Servicer appointed
pursuant to the provisions of the Trust Agreement, the "Master Servicer"),
SASCO, Lehman Brothers Holdings Inc., as seller, The Murrayhill Company, as
loss mitigation advisor and the Federal Home Loan Mortgage Corporation
("Freddie Mac"), as guarantor (the "Guarantor").
WHEREAS, multiple classes of certificates (the "Certificates"),
including the Class X Certificate, will be issued on the Closing Date pursuant
to the Trust Agreement, and Lehman Brothers Inc. or a nominee thereof
(together with any successor in interest thereto and any permitted assignee or
transferee thereof, the "Directing Holder") is expected to be the initial
registered holder of the Class X Certificate.
WHEREAS, the Serviced Mortgage Loans are currently being serviced by the
Servicer pursuant to an Amended and Restated Flow Interim Servicing Agreement
between Lehman Brothers Bank, F.S.B. (the "Bank") and the Servicer dated as of
May 1, 2000 (for Fixed and Adjustable Rate Mortgage Loans) (the "Flow
Agreement"), a Seller's Warranties and Servicing Agreement between the Bank
and the Servicer, dated as of September 1, 1999 (for Conventional Residential
Adjustable and Fixed Rate Mortgage Loans) (the "9/1/99 SWSA") and a Seller's
Warranties and Servicing Agreement between Lehman Capital and the Servicer,
dated June 23, 1999 (for Conventional Residential Adjustable and Fixed Rate
Mortgage Loans, Group No. 1999 LB/00I) (the "6/23/99 SWSA").
WHEREAS, pursuant to an Assignment, Assumption and Recognition
Agreement, dated as of May 1, 2000, the Bank has assigned all of its right,
title and interest in the Serviced Mortgage Loans to Lehman Capital and
delegated all of its duties and obligations as purchaser under the 9/1/99 SWSA
to Lehman Capital, and Lehman Capital has accepted such assignment and
delegation.
WHEREAS, Lehman Capital desires that the Servicer continue to service
the Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to
the rights of the Directing Holder, the Master Servicer and the Guarantor to
terminate the rights and obligations of the Servicer hereunder as set forth
herein and to the other conditions set forth herein.
WHEREAS, Lehman Capital and the Servicer desire to consolidate the
servicing of those Serviced Mortgage Loans currently serviced under the Flow
Agreement and the 9/1/99 SWSA with those Serviced Mortgage Loans currently
serviced by the Servicer pursuant to the provisions of the 6/23/99 SWSA.
WHEREAS, Lehman Capital and the Servicer desire that the provisions of
the 6/23/99 SWSA shall apply to the Serviced Mortgage Loans, but only to the
extent provided herein and that this Agreement shall constitute a
Reconstitution Agreement which shall govern the Serviced Mortgage Loans for so
long as such Serviced Mortgage Loans remain subject to the provisions of the
Trust Agreement.
WHEREAS, the Master Servicer and any successor master servicer shall be
obligated, among other things, to supervise the servicing of the Serviced
Mortgage Loans on behalf of the Trustee, and shall have the right, under
certain circumstances, to terminate the rights and obligations of the Servicer
under this Agreement.
WHEREAS, Lehman Capital and the Servicer intend that each of the Master
Servicer, the Directing Holder, the Trustee and the Guarantor is an intended
third party beneficiary of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Lehman Capital and the Servicer
hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the 6/23/99 SWSA
between Lehman Capital and the Servicer incorporated by reference herein
(regardless if such terms are defined in the 6/23/99 SWSA), shall have the
meanings ascribed to such terms in the Trust Agreement.
2. Merger. For administrative convenience, the Servicer and Lehman
Capital hereby agree that the servicing of those Serviced Mortgage Loans
currently serviced under the Flow Agreement and the 9/1/99 SWSA shall be
serviced under the 6/23/99 SWSA as reconstituted by this 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 6/23/99
SWSA, except as otherwise provided herein and on Exhibit A hereto, and that
the provisions of the 6/23/99 SWSA, as so modified, are and shall be a part of
this Agreement to the same extent as if set forth herein in full.
4. Master Servicing; Termination of Servicer. The Servicer, including
any successor servicer hereunder, shall be subject to the supervision of the
Master Servicer, which Master Servicer shall be obligated to ensure that the
Servicer services the Serviced Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the
Trustee and the trust fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as Lehman Capital under the 6/23/99 SWSA
to enforce the obligations of the Servicer under the 6/23/99 SWSA and the term
"Purchaser" as used in the 6/23/99 SWSA in connection with any rights of the
Purchaser shall refer to the Master Servicer, except as otherwise specified in
Exhibit A hereto. The Master Servicer, with the prior consent of Freddie Mac,
shall be entitled to terminate the rights and obligations of the Servicer
under this Agreement upon the failure of the Servicer to perform any of its
obligations under this Agreement, as provided in Article X of the 6/23/99
SWSA. Notwithstanding anything herein to the contrary, in no event shall the
Master Servicer assume any of the obligations of Lehman Capital under the
6/23/99 SWSA; 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.
5. Compliance with HOEPA. The Servicer is currently in compliance with
the Home Ownership and Equity Protection Act ("HOEPA") and will continue to
operate its business in compliance with HOEPA.
6. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Serviced Mortgage Loans in connection
with the transactions contemplated by the Trust Agreement and issuance of the
Certificates 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.
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.
10. Reconstitution. Lehman Capital and the Servicer agree that this
Agreement is a "Reconstitution Agreement" and that the date hereof is the
"Reconstitution Date", each as defined in the 6/23/99 SWSA.
11. Notices and Remittances to the Master Servicer and Trustee. All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
Attn: Master Servicing Department, ARC 2000-BC2
Telephone: (410) 884-2000
Facsimile: (410) 884-2360
All remittances required to be made to the Master Servicer under this
Agreement shall be made to the following wire account:
Norwest Bank Minnesota, National Association
Minneapolis, Minnesota
ABA#: 091-000-019
Account Name: Corporate Trust Clearing
Account Number: 3970771416
For further credit to: #13671500 ARC 2000-BC2
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
First Union National Bank
401 S. Tryon Street NC.1179
Charlotte, North Carolina 28288-1174
Attention: Structured Finance Trust Services
Telephone: (704) 383-9468
Facsimile: (704) 383-6039
All notices required to be delivered to the Guarantor hereunder shall be
delivered to the Guarantor at the following address:
Federal Home Loan Mortgage Corporation
8200 Jones Branch Road
McLean, Virginia 22102
Attention: Structured Finance - Director of Specialized
Business Services
Telephone: (703) 903-2935
Facsimile: (703) 903-4228
<PAGE>
Executed as of the day and year first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
By: _______________________________
Name:
Title:
OPTION ONE MORTGAGE CORPORATION
By: _______________________________
Name:
Title:
Acknowledged:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Master Servicer
By: _______________________________
Name:
Title:
FIRST UNION NATIONAL BANK,
as Trustee
By: _______________________________
Name:
Title:
FEDERAL HOME LOAN MORTGAGE CORPORATION,
as Guarantor
By: _______________________________
Name:
Title:
<PAGE>
EXHIBIT A
Modifications to the 6/23/99 SWSA
1. Unless otherwise specified herein, any provisions of the 6/23/99 SWSA,
including definitions, relating to (i) representations and warranties
relating to the Mortgage Loans and not relating to servicing of the
Mortgage Loans, (ii) Mortgage Loan repurchase obligations, (iii)
representations and warranties of the Purchaser, (iv) Agency Transfers,
Pass-Through Transfers and reconstitution, (v) Groups and Pools, (vi)
Initial Mortgage Interest Rate Cap, (vii) Net and Gross Margins and
(viii) Assignments of Mortgage, shall be disregarded. The exhibits to
the 6/23/99 SWSA and all references to such exhibits shall also be
disregarded.
2. For reporting purposes, a Mortgage Loan is "delinquent" when any payment
contractually due thereon has not been made by the close of business on
the Due Date therefor. Such Mortgage Loan is "30 days Delinquent" if
such payment has not been received by the close of business on the
corresponding day of the month immediately succeeding the month in which
such payment was first due, or, if there is no such corresponding day
(e.g., as when a 30-day month follows a 31-day month in which a payment
was due on the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for "60 days Delinquent" and the
second immediately succeeding month and "90 days Delinquent" and the
third immediately succeeding month.
3. The definition of "Custodial Agreement" in Article I is hereby amended
in its entirety to read as follows:
Custodial Agreement: The custodial agreement relating to the
custody of the Serviced Mortgage Loans among U.S. Bank Trust
National Association, as Custodian, the Trustee and Structured
Asset Securities Corporation (the "Depositor").
4. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
Custodian: U.S. Bank Trust National Association, any successor in
interest or any successor custodian appointed pursuant to the
Custodial Agreement.
5. The definition of "Determination Date" in Article I is hereby amended by
replacing the words "month immediately preceding the month of the
related Remittance Date" with "Due Period immediately preceding the
related Remittance Date".
6. The definition of "Eligible Investments" in Article I is hereby amended
by deleting the word "timely" in clause (c).
7. The definition of "Monthly Advance" in Article I is hereby amended by
deleting the word "and" at the end of clause (i) and deleting clause
(ii).
8. The definition of "Prepayment Interest Shortfall Amount" in Article I is
hereby amended by (i) inserting the words "or in part" between the words
"full" and "during" in the second line thereof and (ii) amending the
parenthetical in the fourth line thereof to read as follows:
(net of related Servicing Fee for Principal Prepayments in full
only).
9. The definition of "Prime Rate" in Article I is hereby amended by adding
"Northeast Edition" after the word "Journal".
10. The definition of "Qualified Depository" in Article I is hereby amended
in its entirety to read as follows:
"Qualified Depository: Either (i) a depository the accounts of
which are insured by the FDIC through the BIF or the SAIF and the
short-term unsecured debt obligations of which are rated "A-1" or
better by S&P or "Prime-1" or better by Moody's (or a comparable
rating if another rating agency is specified by the Master
Servicer by written notice to the Servicer) or (ii) the corporate
trust department of any bank the debt obligations of which are
rated at least "A-" or its equivalent by either of S&P or
Moody's."
11. The definition of "Remittance Date" in Article I is hereby replaced by
the following:
The 18th day (or if such 18th day is not a Business Day, the first
Business Day immediately following) of any month.
12. The definition of "REO Property" in Article I is hereby amended by
replacing the word "Purchaser" with "the Trustee on behalf of the Trust
Fund".
13. New definitions of "Retained Interest", "Retained Interest Holder" and
"Retained Interest Rate" are hereby added to Article I after the
definition of "Repurchase Price" to read as follows:
Retained Interest: With respect to each Mortgage Loan identified
on Schedule I-A hereto, interest in respect of each such Mortgage
Loan retained by the Retained Interest Holder at the Retained
Interest Rate.
Retained Interest Holder: Lehman Capital or any successor in
interest by assignment or otherwise.
Retained Interest Rate: Initially, 0.10% per annum. In the event
that the Servicing Fee Rate is modified, the Retained Interest
Rate shall be modified by a corresponding amount so that the sum
of the Servicing Fee Rate and the Retained Interest Rate
applicable to each Mortgage Loan shall always equal 0.50% per
annum.
14. The definition of "Servicing Fee" in Article I is hereby amended by
deleting the words "obligation of the Purchaser to pay the Servicing Fee
is limited to, and the" in the third sentence. For purpose of the
definition of "Prepayment Interest Shortfall Amount" and the calculation
of compensating interest (Section 4.21), the Servicing Fee shall always
be calculated on the basis of a Servicing Fee Rate of 0.50% per annum.
15. The definition of "Servicing Fee Rate" in Article I is hereby replaced
by the following:
Servicing Fee Rate: With respect to the Mortgage Loans listed on
Schedule I-A hereto, 0.40% per annum; with respect to the Mortgage
Loans listed on Schedule I-B hereto, 0.50% per annum. In the event
servicing is transferred to a successor servicer, the Servicing
Fee Rate may not exceed 0.50% per annum. For purpose of the
definition of "Mortgage Loan Remittance Rate", the Servicing Fee
Rate shall always be 0.50% per annum.
16. The definition of "Servicing File" in Article I is hereby replaced by
the following:
Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer.
17. The definition of "Special Servicer" in Article I is hereby amended by
replacing the reference to "Section 11.02" with "Section 11.03".
18. Article II (Conveyance of Mortgage Loans; Possession of Mortgage Files;
Books and Records; Custodial Agreement; Delivery of Documents) is hereby
deleted in its entirety.
19. Article III (Representation and Warranties; Remedies and Breach) is
hereby amended as follows:
(a) by deleting ", and the transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Company pursuant to this
Agreement are not subject to the bulk transfer or any similar
statutory provisions in effect in any applicable jurisdiction"
from Section 3.01(b);
(b) by deleting "the acquisition of the Mortgage Loans by the Company,
the sale of the Mortgage Loans to the Purchaser" from Section
3.01(c);
(c) by replacing "Fannie Mae" with "Freddie Mac" in Section 3.01(d);
(d) by adding the words "is solvent" after the word "Company" in the
first sentence of Section 3.01(f) and by deleting the second
sentence of Section 3.01(f);
(e) by deleting "or the sale of the Mortgage Loans" from Section
3.01(h); and
(f) by adding the following Section 3.01(r):
(r) It is understood and agreed that the representations and
warranties set forth in Section 3.1(a) through (h) and (q) 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 and
the Trust Fund. Upon discovery by either the Servicer, the Master
Servicer or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely
affects the ability of the Servicer to perform its duties and
obligations under this Agreement or otherwise materially and
adversely affects the value of the Mortgage Loans, the Mortgaged
Property or the priority of the security interest on such
Mortgaged Property or the interest of the Trustee or the Trust
Fund, the party discovering such breach shall give prompt written
notice to the other.
Within 60 days of the earlier of either discovery by or
notice to the Servicer of any breach of a representation or
warranty set forth in Section 3.01 which materially and adversely
affects the ability of the Servicer to perform its duties and
obligations under this Agreement or otherwise materially and
adversely affects the value of the Loans, the Mortgaged Property
or the priority of the security interest on such Mortgaged
Property, the Servicer shall use its best efforts promptly to cure
such breach in all material respects and, if such breach cannot be
cured within such 60 days, the Servicer shall, at the Trustee's
option, assign the Servicer's rights and obligations under this
Agreement (or respecting the affected Loans) to a successor
Servicer selected by the Trustee with the prior consent and
approval of the Master Servicer and the Guarantor. Such assignment
shall be made in accordance with Section 12.01.
In addition, the Servicer shall indemnify the Trustee, the
Trust Fund, the Guarantor 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 this Agreement. It is understood and agreed that the
remedies set forth in this Section 3.1 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 Section 3.01 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.
20. Section 3.05(c) is hereby deleted in its entirety and replaced by the
following:
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 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.
21. Section 4.01 (Administration and Servicing of Mortgage Loans) is hereby
amended as follows:
(a) The second paragraph of Section 4.01 is hereby amended by
replacing the word "Purchasers" in the fifth and twentieth lines
thereof with "Trustee and the Trust Fund", adding "Notwithstanding
anything to the contrary in this Agreement, the Servicer shall
not, unless default by the related Mortgagor is, in the reasonable
judgment of the Servicer, imminent, knowingly permit any
modification, waiver or amendment of any material term of any
Mortgage Loan (including but not limited to the interest rate, the
principal balance, the amortization schedule, or any other term
affecting the amount or timing of payments on the Mortgage Loan or
the collateral therefor) unless the Servicer shall have provided
to the Master Servicer, the Trustee and the Guarantor an Opinion
of Counsel in writing to the effect that such modification, waiver
or amendment would not cause an Adverse REMIC Event." after the
first sentence, and replacing the word "Purchaser" in the 23rd
line thereof with "Trustee".
(b) The fourth and fifth paragraphs are hereby replaced with the
following:
If the Servicer is notified that any superior lienholder has
accelerated or intends to accelerate the obligations secured by
the superior lien, or has declared or intends to declare a default
under the Mortgage or the Mortgage Note secured thereby, or has
filed or intends to file an election to have the Mortgaged
Property sold or foreclosed, the Servicer shall advance the
necessary funds to cure the default or reinstate the superior lien
if the Servicer believes such actions are in the best interest of
the Trust Fund, or take alternative actions so as to best protect
the Trust Fund's interest in and the security of the related
Mortgage Loan. The Servicer shall thereafter take immediate action
to recover from the Mortgagor the amount so advanced. In the event
the Servicer is unable to recover any such advances from the
Mortgagor, the Servicer shall reimburse itself for such
outstanding advances pursuant to Section 4.05(ii).
(c) The sixth paragraph of Section 4.01 is hereby amended by deleting
(i) the words "a Fannie Mae-approved servicer or" in the second
line thereof, (ii) the words "lenders imposed by Fannie Mae or
for" in the fifth line thereof, and (iii) the words "Fannie Mae
or" in the sixth line thereof.
(d) The seventh paragraph of Section 4.01 is hereby amended by
replacing all references to the word "Purchaser" with "Master
Servicer, the Trustee or the Trust Fund".
(e) The eighth paragraph of Section 4.01 is hereby amended by
replacing the word "Purchaser" with "Trustee, the Master Servicer
and the Trust Fund".
(f) The ninth paragraph of Section 4.01 is hereby amended by replacing
all references to the word "Purchaser" with "Master Servicer, the
Trustee or the Trust Fund".
22. Section 4.02 (Liquidation of Mortgage Loans) is hereby amended by
replacing the number "120" with "65" in each instance, by replacing the
word "Purchaser" in the seventh and nineteenth lines of the first
paragraph thereof with "Trustee and the Trust Fund", replacing the word
"Purchaser" in the first line of the third paragraph thereof with
"Master Servicer and Guarantor" and replacing the word "Purchaser" in
the fourth line of the third paragraph thereof with "Master Servicer,
with the Guarantor's consent".
23. Section 4.04 (Establishment of and Deposit to Custodial Account) is
hereby amended as follows:
(a) the words "in trust for the Purchaser of Conventional
Residential Adjustable and Fixed Rate Mortgage Loans, Group
No. 1999 LB/00I" in the fourth and fifth lines of the first
sentence of the first paragraph shall be replaced by the
following: "in trust for Norwest Bank Minnesota, National
Association, as Master Servicer for ARC 2000-BC2 Trust".
(b) by deleting the word "and" at the end of clause (ix), by
removing the period from the end of clause (x) and replacing
it with a semi-colon followed by the word "and", and by
adding a new clause (xi) to read as follows:
(xi) the amount of any Prepayment Interest Shortfall
Amount required to be paid by the Servicer
pursuant to Section 7.04.
(c) by adding the words "and the Retained Interest" after the
words "Servicing Fees" in clause (z) of the last paragraph;
and
(d) by adding a new paragraph to the end of such section to read
as follows:
On each Remittance Date, the Servicer shall remit the
Retained Interest to the Retained Interest Holder.
24. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended as follows:
by adding the following to the beginning of clause (i): "to pay
any outstanding MGIC Insurance Premiums", by deleting the word
"and" at the end of clause (vi), by removing the period from the
end of clause (vii) and replacing it with a semi-colon followed by
the word "and", and by adding a new clause (viii) to read as
follows:
"to reimburse itself for Monthly Advances of the Servicer's
funds made pursuant to Section 4.20. The Servicer's right to
reimburse itself pursuant to this subclause (viii) with
respect to any Mortgage Loan being limited to amounts
received on the related Mortgage Loan which represent late
payments of principal and/or interest respecting which any
such advance was made, it being understood that, in the case
of any such reimbursement, the Servicer's right to such
reimbursement shall be prior to the rights of the Trust
Fund; provided, however, that following the final
liquidation of a Mortgage Loan, the Servicer may reimburse
itself for previously unreimbursed Monthly Advances in
excess of Liquidation Proceeds or Insurance Proceeds with
respect to such Mortgage Loan from the Collection Account,
it being understood, in the case of any such reimbursement,
that the Servicer's right thereto shall be prior to the
rights of the Trust Fund;"
25. Section 4.06 (Establishment of and Deposits to Escrow Account) shall be
amended by deleting the words "the Purchaser of Conventional Residential
Adjustable and Fixed Rate Mortgage Loans, Group No. 1999 LB/00I" in the
fourth, fifth and sixth lines of the first sentence of the first
paragraph, and replacing it with the following:
"Norwest Bank, Minnesota, National Association, as Master Servicer
for the ARC 2000-BC2 Trust".
26. Section 4.09 (Protection of Accounts) is hereby amended by replacing the
word "Purchaser" in the twelfth line of the third paragraph thereof with
"Trustee and the Trust Fund".
27. Section 4.10 (Maintenance of Hazard Insurance) is hereby amended by
replacing the words "a generally acceptable insurer" in the first
paragraph thereof with "an insurer reasonably acceptable to the
Guarantor (the Servicer shall be responsible for ascertaining whether
the insurer is acceptable to the Guarantor)", replacing the words
"Fannie Mae" in the second and third paragraphs thereof with "Freddie
Mac", and adding the words "on behalf of the Trust Fund" after the words
"loss payee" in the sixth paragraph thereof.
28. Section 4.12 (Maintenance of Fidelity Bond and Errors and Omissions
Insurance) is hereby amended by deleting the words "Fannie Mae in the
FNMA Mortgage-Backed Securities Selling and Servicing Guide or by".
29. Section 4.15 (Title, Management and Disposition of REO Property) is
hereby amended by replacing the word "Purchaser" in the first paragraph
with "Trustee" and replacing the word "Purchaser" in the second
paragraph with "Trustee and the Trust Fund".
30. Section 4.16 (Real Estate Owned Reports) is hereby amended by replacing
the words "Remittance Date upon request by the Purchaser" with "10th
calendar day of each month".
31. Section 4.20 (Monthly Advances) is hereby deleted in its entirety and
replaced with the following:
On the Business Day immediately preceding each Remittance
Date, the Servicer shall deposit in the Custodial Account from its
own funds or from amounts held for future distribution an amount
equal to all Monthly Payments 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.
Any amounts held for future distribution and so used shall be
replaced by the Servicer by deposit in the Custodial Account on or
before any future Remittance Date if funds in the Custodial
Account on such Remittance Date shall be less than remittances to
the Master Servicer required to be made on such Remittance Date.
The Servicer shall keep appropriate records of such amounts and
will provide such records to the Master Servicer and the Guarantor
upon request. The Guarantor, in its reasonable judgment, shall
have the right to require the Servicer to remit from its own funds
to the Collection Account an amount equal to all Monthly Advances
previously made out of funds held in the Collection Account and
not previously reimbursed from collections on the Mortgage Loans,
and in such event, the Servicer shall thereafter remit all Monthly
Advances from its own funds. In no event shall the preceding
sentence be construed as limiting the Servicer's right to (i) pass
through late collections on the related Mortgage Loans in lieu of
making Monthly Advances or (ii) reimburse itself for such Monthly
Advances from late collections on the related Mortgage Loans.
The Servicer shall make Monthly Advances through the
Distribution Date immediately preceding the distribution of all
Liquidation Proceeds and other payments or recoveries (including
insurance proceeds and condemnation proceeds) with respect to the
related Mortgage Loans.
32. New Sections 4.21 and 4.22 are hereby added to Article IV as follows:
Section 4.21 Compensating Interest.
The Servicer shall deposit in the Custodial Account on a
daily basis, and retain therein with respect to each Principal
Prepayment, the Prepayment Interest Shortfall Amount, if any, for
the month of such distribution. Such deposit shall be made from
the Servicer's own funds, without reimbursement therefor up to a
maximum amount per month of the Servicing Fee actually received
for such month for the Mortgage Loans.
Section 4.22 Credit Reporting.
For each Mortgage Loan, in accordance with its current
servicing practices, the Servicer will accurately and fully report
its underlying borrower credit files to each of the following
credit repositories: Equifax Credit Information Services, Inc.,
Trans Union, LLC and Experian Information Solution, Inc., on a
monthly basis in a timely manner.
33. Section 5.01 (Remittances) is hereby amended by deleting the first
paragraph thereof and replacing it with the following paragraph:
On each Remittance Date the Servicer shall remit (i) the Retained
Interest for such Due Period to the Retained Interest Holder, and (ii)
on a scheduled/scheduled basis 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 Due Period
(net of any charges against or withdrawals from the Custodial Account
pursuant to Section 4.05, plus (b) all Monthly Advances, if any, which
the Servicer is obligated to make pursuant to Section 4.20 minus (c) any
amounts attributable to Principal Prepayments, Liquidation Proceeds,
Insurance Proceeds, Condemnation Proceeds or REO Disposition proceeds
received after the applicable Due 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 a Prepayment Interest Shortfall Amount pursuant to Section 4.21 and
minus (d) any amounts attributable to Monthly Payments collected but due
on a due date or dates subsequent to the first day of the month in which
such Remittance Date occurs, which amounts shall be remitted on the
Remittance Date or Dates next succeeding the Due Period for such
amounts.
All remittances required to be made to the Master Servicer shall
be made to the following wire account:
Norwest Bank Minnesota, National Association
Minneapolis, Minnesota
ABA# 091-000-019
Account #: 3970771416
Account Name: Corporate Trust Clearing
For further credit to: 13671500 ARC 2000-BC2
34. Section 5.02 (Statements to Purchaser) is hereby amended by (i)
replacing the words "Remittance Date" in the first line thereof with the
words "10th calendar day (or if such 10th calendar day is not a Business
Day, the immediately preceding Business Day)"; (ii) deleting the words
"Exhibit J annexed hereto" with "Exhibit A-1 attached hereto or other
mutually acceptable format", and (iii) inserting the following sentences
immediately following the first sentence in the first paragraph of such
Section:
Such Monthly Remittance Advice shall also include on a cumulative
and aggregate basis (i) the amount of claims filed, (ii) the
amount of any claim payments made, (iii) the amount of claims
denied and (iv) policies cancelled with respect to those Serviced
Mortgage Loans covered by the loan-level primary mortgage
insurance policies provided by MGIC or any other provider of
primary mortgage insurance purchased by the Trust. The Master
Servicer will convert such data (and the data provided pursuant to
Section 6.07) into a format acceptable to the Guarantor and
provide monthly reports to the Guarantor pursuant to the Trust
Agreement.
35. Section 5.03 (Due Dates Other Than the First of the Month) is hereby
amended by deleting the first, fourth and sixth sentences thereto.
36. Section 6.01 (Transfers of Mortgaged Property) is hereby amended by
replacing the word "Purchaser" in the sixth line thereof with "Trustee
and the Trust Fund".
37. Section 6.02 (Satisfaction of Mortgages and Release of Mortgage Files)
is hereby amended by replacing the word "Purchaser" in the first
paragraph with "Trustee", adding "arrange for the Custodian to" after
the words "the Trustee shall" in the second sentence, replacing the
first reference to "Purchaser" with "Trustee and the Trust Fund" in the
first sentence of the second paragraph,
38. Section 6.04 (Annual Statement as to Compliance) is hereby amended by
changing the reference therein to "July 31, 2000" to "July 31, 2001".
39. Section 6.05 (Annual Independent Public Accountants' Servicing Report)
is hereby amended by changing each reference therein to "July 31, 2000"
to "July 31, 2001", by deleting the words "at the Purchaser's request"
in the second paragraph thereto, and by replacing the words "Purchaser's
expense" with "Servicer's expense".
40. Section 6.07 (Servicing Tape) is hereby amended by replacing the words
"Remittance Date" with "10th calendar day of each month" and adding the
words "in the form attached hereto as Exhibit A-1 or other mutually
acceptable format" after the words "computer readable file".
41. Section 6.08 (Prepayment Penalties) is hereby amended by replacing the
word "Seller" with "Servicer".
42. Section 9.01 (Indemnification; Third Party Claims) is hereby amended by
changing the word "Purchaser" in the first line thereof to "the Master
Servicer, the Guarantor and the Trust Fund"; by changing the word
"Purchaser" in the third line thereof to "the Master Servicer, the
Guarantor or the Trust Fund"; by changing the word "Purchaser" in the
twelfth line thereof to "the Master Servicer, the Guarantor or the Trust
Fund"; and by changing the word "Purchaser" in the fourteenth line
thereof to the "Trust Fund".
43. Section 9.02 (Merger or Consolidation of the Company) is hereby amended
by replacing the words "Fannie Mae" in the second paragraph thereof with
"Freddie Mac".
44. Section 9.03 (Limitation on Liability of Company and Others) is hereby
amended by changing the word "Purchaser" in the second line thereof to
"Trust Fund, the Trustee and the Master Servicer"; and by changing the
word "Purchaser" in the sixteenth line thereof to "Trust Fund".
45. Section 9.04 (Limitation on Resignation and Assignment by Company) is
hereby amended by deleting the first sentence, deleting the word
"Therefore," at the beginning of the second sentence, and replacing the
word "Purchaser" with "the parties and other signatories hereto" in each
instance.
46. Section 10.01 (Events of Default) is hereby amended by changing the
words "Fannie Mae" to "Freddie Mac" in clause (g).
47. Section 11.01 (Termination) is hereby amended by restating subclause
(ii) thereof to read as follows:
(ii) mutual consent of the Servicer and the Trustee in writing,
provided such termination is also acceptable to the Master
Servicer, the Guarantor and the Rating Agencies.
48. The first paragraph of Section 11.02 (Termination Without Cause) is
hereby deleted and replaced with the following:
With the prior written consent of Freddie Mac, the Directing
Holder may terminate the rights and obligations of the Servicer under
this Agreement without cause. Any such termination shall be with 30
days' prior notice, in writing and delivered to the Trustee, the Master
Servicer and the Servicer by registered mail as provided herein. The
Servicer shall comply with the termination procedures set forth in
Section 12.01 hereof. The Master Servicer or the Trustee shall have no
right to terminate the Servicer pursuant to the foregoing sentences of
this Section 11.02. The termination fee to be paid by the Directing
Holder from its own funds without reimbursement for the termination of
servicing without cause pursuant to this Section 11.02 shall be 1.25% of
the outstanding principal balance of the Mortgage Loans for which
servicing is being terminated.
49. A new Section 11.03 (Termination of Distressed Mortgage Loans) is hereby
added to the 6/23/99 SWSA before the second paragraph of the existing
Section 11.02 to read as follows:
Section 11.03 Termination of Distressed Mortgage Loans.
Subject to the requirements set forth in this Section 11.03, the
Directing Holder may terminate this Agreement, with the prior written
consent of the Master Servicer, the Trustee, the Guarantor and the
Depositor, with respect to the servicing of those Mortgage Loans that
are determined to be Distressed Mortgage Loans as of the Notice Date and
servicing of such Mortgage Loans will be transferred to the Special
Servicer. The appointment of a Special Servicer by the Directing Holder
and the execution of a special servicing agreement between the Directing
Holder and the Special Servicer shall be subject to the consent of the
Master Servicer, the Trustee, the Guarantor and the Depositor, and the
receipt of confirmation from the Rating Agencies that the transfer of
servicing to the Special Servicer shall not result in a reduction of any
rating previously given by such Rating Agency to any Certificate. Any
monthly fee paid to the Special Servicer in connection with any Mortgage
Loan serviced by such Special Servicer shall not exceed one-twelfth of
the product of (a) 0.50% and (b) the outstanding principal balance of
such Mortgage Loan.
The termination fee for termination of servicing pursuant to this
Section 11.03 shall be 1.25% of the outstanding principal balance of the
Mortgage Loans for which servicing is being terminated and is payable by
the Directing Holder from its own funds without reimbursement.
All reasonable costs and expenses incurred in connection with a
transfer of servicing to the Special Servicer including, without
limitation, the costs and expenses of the Master Servicer or any other
Person in appointing a Special Servicer, or of transferring the
Servicing Files and the other necessary data to the Special Servicer
shall be paid by the Directing Holder from its own funds without
reimbursement.
The Directing Holder shall be responsible for the delivery of all
required Transfer Notices and will send a copy of the Transfer Notice to
the Master Servicer.
50. The last paragraph of Section 11.03 (as amended) is hereby amended by
changing references to "Section 7.01" in the last paragraph of such
section to "Section 4.20".
51. Section 12.01 (Successor to Company) is hereby amended as follows:
(i) by replacing the words "Prior to" with "Upon" in the first line of
the first paragraph thereto;
(ii) by replacing the words "to Section 11.02 after the 90 day period
has expired" with "Section 12.14" in the second and third lines of
the first paragraph thereof;
(iii) by adding the words ", in accordance with the Trust Agreement,"
after the word "shall" in the third line of the first paragraph
thereto;
(iv) by adding the following new sentences immediately following the
first sentence of the first paragraph thereof to read as follows:
Prior to the termination of the Servicer's responsibilities,
rights, duties and obligations under this Agreement pursuant to
the first paragraph of Section 11.02, the Directing Holder shall
appoint a successor which shall succeed to all rights and assume
all of the responsibilities, duties and liabilities of the
Servicer under this Agreement. Any successor to the Servicer shall
be subject to the approval of the Master Servicer, the Depositor,
the Guarantor and each Rating Agency as evidenced by a letter from
such Rating Agency delivered to the Trustee that the transfer of
servicing will not result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates.
(v) by amending the second sentence of the first paragraph thereof by
(a) changing the word "Purchaser" to "Depositor and the Master
Servicer" and (b) by adding the following proviso at the end of
such sentence:
; provided, however, that no such compensation shall be in excess
of that permitted the Servicer under this Agreement.
(vi) by replacing the word "promptly" in the first line of the third
paragraph thereof with "within three (3) Business Days";
(vii) by adding the following new sentence at the end of the third
paragraph of such Section.
In the event the Servicer is terminated pursuant to Section
11.02, the Directing Holder shall be responsible for payment from
its own funds without reimbursement of any out-of-pocket costs
incurred by the Servicer and the Master Servicer in connection
with the transfer of the Serviced Mortgage Loans to a successor
servicer.
Except as otherwise provided in this Agreement, all
reasonable costs and expenses incurred in connection with any
transfer of servicing hereunder (whether as a result of
termination or removal of the Servicer 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.
52. Section 12.07 (Relationship of Parties) is hereby amended by replacing
the word "Purchaser" with "Trustee, the Trust Fund, the Master Servicer,
the Guarantor or Lehman Capital".
53. New Sections 12.12 (Intended Third Party Beneficiaries), 12.13
(Guarantor Audit and Inspection Rights; Access to Financial Statements),
12.14 (Guarantor Right of Termination or Declaration of Event of
Default), 12.15 (Fees for Failure to Provide Timely Reports), 12.16
(Confidentiality) and 12.17 (Deficiency Judgments) are added to the
6/23/99 SWSA to read as follows:
Section 12.12 Intended Third Party Beneficiaries.
Notwithstanding any provision herein to the contrary, the parties
to this Agreement agree that it is appropriate, in furtherance of the
intent of such parties as set forth herein, that the Master Servicer,
the Trustee, the Guarantor and the Directing Holder receive the benefit
of the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. The
Servicer shall have the same obligations to the Master Servicer, the
Trustee, the Guarantor and the Directing Holder as if they were parties
to this Agreement, and the Master Servicer, the Trustee, the Guarantor
and the Directing Holder shall have the same rights and remedies to
enforce the provisions of this Agreement as if they were parties to this
Agreement. The Servicer shall only take direction from the Master
Servicer (if direction by the Master Servicer is required under this
Agreement) unless otherwise directed by this Agreement or the Loss
Mitigation Advisory Agreement. Notwithstanding the foregoing, all rights
and obligations of the Master Servicer and the Trustee hereunder (other
than the right to indemnification) shall terminate upon termination of
the Trust Agreement and of the Trust Fund pursuant to the Trust
Agreement, and all rights of the Guarantor hereunder (other than the
right to indemnification) shall terminate upon termination of the
Guaranty.
Section 12.13 Guarantor Audit and Inspection Rights: Access to
Financial Statements.
(a) During business hours, or at such other times as may be
reasonable under the applicable circumstances, and upon reasonable
advance notice to the Servicer, the Guarantor, with the assistance and
cooperation of an appropriate Servicing Officer or other knowledgeable
financial officer of the Servicer, shall have the right to (i) review
and audit the Servicer's servicing procedures as they relate to the
Serviced Mortgage Loans and (ii) examine and audit the Servicing Files
and related book, records and other information of the Servicer, but
solely as they relate to the Serviced Mortgage Loans and this Agreement.
(b) Within ninety days after the Closing Date, to the extent the
Servicing Files contain information relating to the underwriting
criteria used in the origination of each Mortgage Loan, the Guarantor
will have the right to review up to 800 of the Servicing Files and the
related underwriting documentation in order to ascertain whether each
such Mortgage Loan was originated generally in accordance with the
applicable underwriting standards. If the Guarantor determines that more
than 20% (by number) of such 800 Mortgage Loans were not originated in
accordance with the applicable underwriting standards, the Guarantor
will have the right to review additional Servicing Files until the
Guarantor obtains a sample containing less than 20% (by number) of
Mortgage Loans not so originated.
(c) With respect to any Mortgage Loan that goes into foreclosure,
the Guarantor will have the right to request the Servicer to deliver a
copy of the related Servicing File to the Guarantor to review.
(d) Within thirty days of their issuance to the public (in the
event that Servicer is a SEC reporting company) or to its members or
stockholders, the Servicer shall make available to the Guarantor a copy
of its audited financial statements. The Servicer shall also make
available upon the request of the Guarantor any comparable interim
financial statements, but only to the extent that such statements have
been prepared by or on behalf of the Servicer in the normal course of
its business and are available upon request to its members or
stockholders or to the public at large.
Section 12.14 Guarantor Right of Termination or Declaration of
Event of Default.
Notwithstanding any other provision of this Agreement, in the
event either (i) any Class of Certificates issued by the Trust Fund with
an initial rating assigned by the Rating Agencies of "AA" (or an
equivalent rating) is downgraded to "A" (or an equivalent rating) or
lower, or (ii) a Realized Loss is applied to reduce the principal
balance of the Class B Certificates, the Guarantor, in its sole
discretion, shall have the right to terminate the Servicer or Servicers
(or any subservicers) of the Serviced Mortgage Loans to which such
applied Realized Loss is attributable and to appoint a successor
servicer in accordance with the procedures set forth in Section 12.01.
Section 12.15 Fees for Failure to Provide Timely Reports.
In the event the Master Servicer fails to provide certain reports
to the Guarantor accurately, completely and timely due to the Servicer's
failure to timely provide the necessary information to the Master
Servicer, and the Master Servicer is required to pay a fee to the
Guarantor, such fee shall be paid by the Servicer. The fees are as
follows:
1. For the first such failure, the amount of $500; provided,
however, that the Master Servicer shall not be required to
make any such payment upon the first such failure during
each successive two-year period following the Closing Date.
2. For the second such failure, the amount of $750.
3. For the third such failure, the amount of $1,000.
The Master Servicer shall not be required to make any such
payments upon the first such failure during each successive two year
period following the Closing Date.
Section 12.16 Confidentiality.
The Servicer and the Master Servicer shall keep the terms of this
Agreement and the Trust Agreement regarding fees and expenses
confidential to the extent such information is not otherwise disclosed
in or pursuant to the Trust Agreement or any publicly available
documents.
Section 12.17. Deficiency Judgments.
Pursuant to the Trust Agreement, the Holders of the Subordinate
Certificates that are or may be affected by a Realized Loss on a
Liquidated Mortgage Loan are deemed to have repurchased the ownership
interest in such Liquidated Mortgage Loan held by Holders of the Senior
Certificates. In connection with the liquidation of a Mortgage Loan, if
(i) the Servicer is directed by the Master Servicer to seek a deficiency
judgment, (ii) the Servicer is offered suitable indemnification and
reimbursement for expenses from the Holders of Subordinate Certificates,
and (iii) such action is permitted by law, the Servicer shall seek a
deficiency judgment under such Liquidated Mortgage Loan on behalf of the
Holders of the Subordinate Certificates to the extent of any Realized
Loss.
<PAGE>
EXHIBIT A-1
MONTHLY REPORTING FORMAT TO NORWEST BANK
The format for the tape should be:
1. Record length of 240
2. Blocking factor of 07 records per block
3. ASCII
4. Unlabeled tape
5. 6250 or 1600 BPI (please indicate)
<TABLE>
<CAPTION>
COBOL
Field Name Position Length "picture"
---------- -------- ------ ---------
<S> <C> <C> <C>
Master Servicer No. 001-002 2 "01"
Unit Code 003-004 2 " "
Loan Number 005-014 10 X(10)
Borrower Name 015-034 20 X(20)
Old Payment Amount 035-045 11 S9(9)V9(02)
Old Loan Rate 046-051 6 9(2)V9(04)
Servicer Fee Rate 052-057 6 9(2)V9(04)
Servicer Ending Balance 058-068 11 S9(9)V9(02)
Servicer Next Due Date 069-076 8 CCYYMMDD
Curtail Amt 1 - Before 077-087 11 S9(9)V9(02)
Curtail Date 1 088-095 8 CCYYMMDD
Curtail Amt 1 - After 096-106 11 S9(9)V9(02)
Curtail Amt 2 - Before 107-117 11 S9(9)V9(02)
Curtail Date 2 118-125 8 CCYYMMDD
Curtail Amt 2 - After 126-136 11 S9(9)V9(02)
Curtail Amt 3 - Before 137-147 11 S9(9)V9(02)
Curtail Date 3 148-155 8 CCYYMMDD
Curtail Amt 3 - After 156-166 11 S9(9)V9(02)
New Payment Amount 167-177 11 S9(9)V9(02)
New Loan Rate 178-183 6 9(2)V9(04)
Index Rate 184-189 6 9(2)V9(04)
Remaining Term 190-192 3 9(3)
Liquidation Amount 193-203 11 S9(9)V9(02)
Action Code 204-205 2 X(02)
Scheduled Principal 206-216 11 S9(9)V9(02)
Scheduled Interest 217-227 11 S9(9)V9(02)
Scheduled Ending Balance 228-238 11 S9(9)V9(02)
FILLER 239-240 2 X(02)
Trailer Record:
Number of Records 001-006 6 9(06)
FILLER 007-240 234 X(234)
</TABLE>
<PAGE>
Field Names and Descriptions:
<TABLE>
<CAPTION>
Field Name Description
---------- -----------
<S> <C>
Master Servicer No. Hard code as "01" used internally
Unit Code Hard code as " " used internally
Loan Number Investor's loan number
Borrower Name Last name of borrower
Old Payment Amount P&I amount used for the applied payment
Old Loan Rate Gross interest rate used for the applied payment
Servicer Fee Rate Servicer's fee rate
Servicer Ending Balance Ending actual balance after a payment has been applied
Servicer Next Due Date Borrower's next due date for a payment
Curtailment Amount 1 - Before Amount of curtailment applied before the payment
Curtailment Date 1 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 1 - After Amount of curtailment applied after the payment
Curtailment Amount 2 - Before Amount of curtailment applied before the payment
Curtailment Date 2 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 2 - After Amount of curtailment applied after the payment
Curtailment Amount 3 - Before Amount of curtailment applied before the payment
Curtailment Date 3 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 3 - After Amount of curtailment applied after the payment
New Payment Amount For ARM, Equal, or Buydown loans, when
a payment change occurs, this is
the scheduled payment
New Loan Rate For ARM loans, when the gross
interest rate change occurs, this
is the scheduled rate
Index Rate For ARM loans, the index rate used in calculating the new
gross interest rate
Remaining Term For ARM loans, the number of months left on the loan used
to determine the new P&I amount
Liquidation Amount The payoff amount of the loan
Action Code For delinquent loans:
12 -- Relief Provisions
15 -- Bankruptcy/Litigation
20 -- Referred for Deed-in-lieu, short sale
30 -- Referred to attorney to begin foreclosure
60 -- Loan Paid in full
70 -- Real Estate Owned
Scheduled Principal Amount of principal from borrower payment due to
bondholder
Scheduled Interest Amount of interest from borrower payment due to bondholder
Scheduled Ending Balance Ending scheduled balance of loan
FILLER Should be filled with spaces
</TABLE>
<PAGE>
Delinquency Reporting Data Fields to be
provided to Master Servicer
Servicer Loan #
Investor Loan #
Borrower Name
Address
State
Due Date
Action Code
FC Received
File Referred to Atty
NOD
Complaint Filed
Sale Published
Target Sale Date
Actual Sale Date
Loss Mit Approval Date
Loss Mit Type
Loss Mit Estimated Completion Date
Loss Mit Actual Completion Date
Loss Mit Broken Plan Date
BK Chapter
BK Filed Date
Post Petition Due
Motion for Relief
Lift of Stay
RFD
Occupant Code
Eviction Start Date
Eviction Completed Date
List Price
List Date
Accepted Offer Price
Accepted Offer Date
Estimated REO Closing Date
Actual REO Sale Date
