EXHIBIT 10.10.1
AMENDMENT
Amendment dated as of April 29, 2003, but effective as of April 3, 2003, to
the Trust, Pooling and Servicing Agreement dated as of March 1, 2003 relating to
Xxxxxxxxx Mortgage Securities Trust 2003-2, Mortgage Pass-through Certificates,
Series 2003-2 among Structured Asset Mortgage Investments Inc. (the "Seller"),
Deutsche Bank National Trust Company (the "Trustee"), Deutsche Bank Trust
Company Delaware (the "Delaware Trustee"), Xxxxx Fargo Bank Minnesota, National
Association (the "Master Servicer"), Xxxxx Fargo Bank Minnesota, National
Association (the "Securities Administrator") and Xxxxxxxxx Mortgage Home Loans,
Inc. ("TMHL") (the "Agreement"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Agreement.
WHEREAS, the parties hereto entered into the Agreement providing for the
creation of Xxxxxxxxx Mortgage Securities Trust 2003-2 (the "Trust"), the
issuance by the Trust of its Mortgage Pass-Through Certificates, Series 2003-2
(the "Certificates") and the transfer to the Trust of the Mortgage Loans and
certain other assets; and
WHEREAS, the parties desire to amend the Agreement in certain respects as
set forth herein:
NOW, THEREFORE, in consideration of the above premises and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Agreement is hereby amended to add a new Section 3.13(A)
to read as follows:
"Section 3.13A. Realization upon Troubled Mortgage
Loans. The Master Servicer shall have the right to sell
or work out (or to cause a Servicer to sell or work out)
any Mortgage Loan as to which the Master Servicer
reasonably believes that default in payment is likely,
provided, however, that, with respect to any such sale
of a Mortgage Loan by the Master Servicer or a Servicer,
the related sale price shall be no less than the
Scheduled Principal Balance of such Mortgage Loan as of
the last day of the Due Period immediately preceding the
date of such sale plus accrued interest thereon through
such sale date. Any and all proceeds from such a sale
shall be deemed to be Liquidation Proceeds hereunder and
any such Mortgage Loan which has been sold shall be
deemed a Liquidated Mortage Loan hereunder."
2. A new Section 11.13 is hereby added following Section 11.12
which shall read as follows:
"Section 11.13 Derivative Transactions. The Trust and
the Trustee are authorized, at the direction and the
expense of the Holder of the Class R-1 Certificate, to
enter into such derivative transactions for the benefit
of any Certificateholders as may be deemed desirable by
the Holder of the Class R-1 Certificate, so long as (i)
as evidenced by an Opinion of Counsel addressed to the
Trustee (at the expense of
the Holder of the Class R-1 Certificate), the inclusion
of such derivative in the Trust will not be inconsistent
with the ERISA provisions contained herein or cause the
Class A Certificates to fail to qualify for Prohibited
Transaction Exemption 90-30, as amended, (ii) a REMIC
Opinion (at the expense of the Holder of the Class R-1
Certificate) is delivered to the Trustee and (iii) each
Rating Agency shall have confirmed in writing that the
inclusion of such derivative would not result in a
downgrade of its then rating of any Class of
Certificates."
3. Except as amended hereby, the Agreement shall remain in full
force and effect.
4. This Amendment may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS
INC., the Seller
By:
---------------------------------
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST COMPANY,
the Trustee
By:
---------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY DELAWARE,
the Delaware Trustee
By:
---------------------------------
Name:
Title:
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, the Master Servicer
By:
---------------------------------
Name:
Title:
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, the Securities Administrator
By:
---------------------------------
Name:
Title:
XXXXXXXXX MORTGAGE HOME LOANS, INC
By:
---------------------------------
Name:
Title:
