EXHIBIT 99.13
EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of May 2002, by and between XXXXXX BROTHERS BANK, a federal
savings bank (the "Bank"), and WASHINGTON MUTUAL BANK, FA, a savings association
organized under the laws of the United States, successor in interest to NORTH
AMERICAN MORTGAGE COMPANY, a Delaware corporation (together, the "Servicer"),
recites and provides as follows:
RECITALS
WHEREAS, Centre Capital Group, Inc. ("CCGI") acquired certain first
lien, fixed and adjustable rate, conventional mortgage loans on a
servicing-retained basis from the Servicer, which mortgage loans were either
originated or acquired by the Servicer.
WHEREAS, such mortgage loans are currently being serviced by the
Servicer for CCGI pursuant to a Master Servicing Agreement (the "Master
Servicing Agreement"), dated as of April 18, 2000 and annexed as Exhibit B
hereto, by and between CCGI, as owner, and the Servicer, as servicer.
WHEREAS, pursuant to the Master Mortgage Loan Purchase and Warranties
Agreement, dated as of February 1, 2002 (the "Master Mortgage Loan Purchase
Agreement"), and annexed as Exhibit C hereto, the Bank has purchased or received
from CCGI all of CCGI's right, title and interest in and to certain of the
mortgage loans currently serviced under the Master Servicing Agreement
(hereinafter, the "Mortgage Loans") and assumed for the benefit of the Servicer
the obligations of CCGI as owner under such Agreement.
WHEREAS, the Bank has conveyed certain of the Mortgage Loans, as
identified on Exhibit D hereto (the "Serviced Mortgage Loans"), to Structured
Asset Securities Corporation, a Delaware special purpose corporation ("SASCO"),
which in turn has conveyed the Serviced Mortgage Loans to LaSalle Bank National
Association (the "Trustee"), pursuant to a trust agreement dated as of May 1,
2002 (the "Trust Agreement"), among the Trustee, Aurora Loan Services Inc., as
master servicer ("Aurora," and, together with any successor Master Servicer
appointed pursuant to the provisions of the Trust Agreement, the "Master
Servicer") and SASCO.
WHEREAS, the Bank desires that the Servicer continue to service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
conditions set forth herein.
WHEREAS, the Bank and the Servicer agree that the provisions of the
Master Servicing Agreement shall continue to apply to the Serviced Mortgage
Loans, but only to the extent provided herein and that this Agreement shall
constitute a Reconstitution Agreement (as such term is defined in the Master
Servicing 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 the
conditions specified herein to terminate for cause the rights and obligations of
the Servicer under this Agreement.
WHEREAS, the Bank 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 Bank 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 Master Servicing
Agreement incorporated by reference herein (regardless of whether such terms are
defined in the Master Servicing Agreement), shall have the meanings ascribed to
such terms in the Trust Agreement; provided, however, Event of Default shall
have the meaning ascribed to it in the Master Servicing Agreement.
2. 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
Master Servicing Agreement, except as otherwise provided herein and on Exhibit A
hereto, and that the provisions of the Master Servicing Agreement, as so
modified, are and shall be a part of this Agreement to the same extent as if set
forth herein in full.
3. 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 2002-10H Trust Fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the Bank, as owner, under the Master
Servicing Agreement to enforce the obligations of the Servicer under the Master
Servicing Agreement and the term "Owner" as used in the Master Servicing
Agreement in connection with any rights of the Owner 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 Article IX of the Master Servicing Agreement.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer assume any of the obligations of the Bank under the Master Servicing
Agreement; and in connection with the performance of the Master Servicer's
duties hereunder, the parties and other signatories hereto agree that the Master
Servicer shall be entitled to all of the rights, protections and limitations of
liability afforded to the Master Servicer under the Trust Agreement.
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4. 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 issued pursuant thereto.
5. Notices. All notices and communications between or among the parties
hereto (including any third party beneficiary thereof) or required to be
provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
All notices required to be delivered to the Master Servicer under this
Agreement shall be delivered to the Master Servicer at the following address:
Aurora Loan Services Inc.
0000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: E. Xxxx Xxxxxxxxxx, Master Servicing, SASCO/ALS 0000-00X
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All remittances required to be made to the Master Servicer under this
Agreement shall be made on a scheduled/scheduled basis to the following wire
account:
JPMorgan Chase Bank
New York, New York
ABA#: 000-000-000
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account Number: 066-611059
Beneficiary: Aurora Loan Services, Inc.
For further credit to: SASCO 2002-10H
All notices required to be delivered to the Trustee hereunder
shall be delivered to the Trustee at the following address:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Asset Backed Securities SASCO 0000-00X
Telephone: 000-000-0000
Facsimile: 000-000-0000
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All notices required to be delivered to the Bank hereunder shall be
delivered to the Bank at the following addresses:
Xxxxxx Brothers Bank, FSB
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
All notices required to be delivered to the Servicer hereunder shall be
delivered to the following address:
Washington Mutual Bank, FA
1201 Third Avenue, WMT 0511
Xxxxxxx, XX 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Washington Mutual Xxxx, XX
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
6. 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.
7. 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.
8. Reconstitution. The Bank 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 Master Servicing Agreement.
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Executed as of the day and year first above written.
XXXXXX BROTHERS BANK, FSB,
as Owner
By:
-------------------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
WASHINGTON MUTUAL BANK, FA, successor in interest to
NORTH AMERICAN MORTGAGE COMPANY,
as Servicer
By:
-------------------------------------------------
Name:
Title:
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:
------------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Executive Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:
-----------------------------------------
Name:
Title:
EXHIBIT A
Modifications to the Master Servicing Agreement
1. Unless otherwise specified herein, any provisions of the Master
Servicing Agreement, including definitions, relating to (i)
representations and warranties of the Owner and (ii) Whole-Loan
Transfers, Pass-Through Transfers, Acknowledgement Agreements, Closing
Dates, Cut-off Dates and First Remittance Dates shall be disregarded.
Unless otherwise specified herein, for purposes of this Agreement, the
exhibits to the Master Servicing Agreement and all references to such
exhibits shall also be disregarded.
2. The definition of "Custodial Agreement" in Article I is hereby amended
in its entirety to read as follows:
"Custodial Agreement" means the Trust Agreement.
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3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means Xxxxx Fargo Bank Minnesota, N.A.
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4. The definition of "Due Period" in Article I is hereby amended in its
entirety to read as follows:
"Due Period": With respect to each Remittance Date, the period
commencing on the second day of the month immediately
preceding the month of such Remittance Date and ending on the
first day of the month of such Remittance Date.
5. The definition of "Eligible Investments" in Article I is hereby amended
in its entirety to read as follows:
"Eligible Investments": Any one or more of the obligations and
securities listed below which investment provides for a date
of maturity not later than the Determination Date in each
month:
(i) direct obligations of, and obligations fully
guaranteed as to timely payment of principal and interest by,
the United States of America or any agency or instrumentality
of the United States of America the obligations of which are
backed by the full faith and credit of the United States of
America ("Direct Obligations");
(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued
by, any depository institution or trust company (including
U.S. subsidiaries of foreign depositories and the Trustee or
any agent of the Trustee, acting in its respective commercial
capacity) incorporated or organized under the laws of the
United States of America or any state thereof and subject to
supervision and examination by federal or state banking
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authorities, so long as at the time of investment or the
contractual commitment providing for such investment the
commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short-term debt or deposit obligations of such holding company
or deposit institution, as the case may be) have been rated by
each Rating Agency in its highest short-term rating category
or one of its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by Xxxxxx Mae, Xxxxxx Xxx
or Xxxxxxx Mac with any registered broker/dealer subject to
Securities Investors' Protection Corporation jurisdiction or
any commercial bank insured by the FDIC, if such broker/dealer
or bank has an uninsured, unsecured and unguaranteed
obligation rated by each Rating Agency in its highest
short-term rating category;
(iv) securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws
of the United States of America or any state thereof which
have a credit rating from each Rating Agency, at the time of
investment or the contractual commitment providing for such
investment, at least equal to one of the two highest long-term
credit rating categories of each Rating Agency; provided,
however, that securities issued by any particular corporation
will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the
Trust Fund to exceed 20% of the sum of the aggregate principal
balance of the Mortgage Loans; provided, further, that such
securities will not be Eligible Investments if they are
published as being under review with negative implications
from 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,
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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.
6. The definition of "Xxxxxx Xxx" is hereby added to Article I to
immediately follow the definition of "Xxxxxxx Mac":
"Xxxxxx Xxx": The Government National Mortgage Association, or
any successor thereto.
7. The definition of "Monthly Advance" in Article I is hereby amended in
its entirety to read as follows:
"Monthly Advance" means 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.
8. The definition of "Mortgage Loan" in Article I is hereby amended in its
entirety to read as follows:
"Mortgage Loan": An individual servicing retained Mortgage
Loan which has been assigned by CCGI to the Bank pursuant to
the Master Mortgage Loan Purchase Agreement and is subject to
this Agreement being identified on the Mortgage Loan Schedule
to this Agreement, which Mortgage Loan includes without
limitation the Mortgage Loan documents, the Monthly Reports,
Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds and all
other rights, benefits, proceeds and obligations arising from
or in connection with such Mortgage Loan.
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9. The definition of "Mortgage Loan Schedule" in Article I is hereby
amended in its entirety to read as follows:
"Mortgage Loan Schedule": The schedule of Mortgage Loans
setting forth certain information with respect to the Mortgage
Loans which were acquired by the Bank from CCGI pursuant to
the Master Mortgage Loan Purchase Agreement, which Mortgage
Loan Schedule is attached as Exhibit D to this Agreement.
10. The definition of "Opinion of Counsel" in Article I is hereby amended
by adding the following proviso at the end of such definition:
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.
11. The definition of "Prepayment Interest Shortfall Amount" in Article I
is hereby amended and restated in its entirety to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any
Mortgage Loan that was subject to a Principal Prepayment in
full or in part during any Due Period, which Principal
Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan's Due Date in such Due Period, the amount of
interest (net 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.
12. The definition of "Qualified Depository" is hereby amended and restated
in its entirety to read as follows:
"Qualified Depository": Any of (i) a federal or
state-chartered depository institution the accounts of which
are insured by the FDIC and whose commercial paper, short-term
debt obligations or other short-term deposits are rated at
least "A-1+" by Standard & Poor's if the deposits are to be
held in the account for less than 30 days, or whose long-term
unsecured debt obligations are rated at least "AA-" by
Standard & Poor's if the deposits are to be held in the
account for more than 30 days, (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,
(iii) Xxxxxx Brothers Bank, F.S.B., a federal savings bank, or
(iv) Washington Mutual Bank, FA as long as its long-term debt
obligations are rated at least "A-" by Standard and Poor's and
"A2" by Moody's
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13. The definition of "Qualified GIC" is hereby added to Article I to
immediately follow the definition of "Qualified Depository", to read as
follows:
"Qualified GIC": A guaranteed investment contract or surety
bond providing for the investment of funds in the Custodial
Account and insuring a minimum, fixed or floating rate of
return on investments of such funds, which contract or surety
bond shall:
(a) be an obligation of an insurance company or other
corporation whose long-term debt is rated by each Rating
Agency in one of its two highest rating categories or, if such
insurance company has no long-term debt, whose claims paying
ability is rated by each Rating Agency in one of its two
highest rating categories, and whose short-term debt is rated
by each Rating Agency in its highest rating category;
(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. The definition of "Servicing Fee" in Article I 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.
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15. The parties hereto acknowledge that Section 2.02 (Books and Records) of
the Master Servicing Agreement shall be modified to indicate that the
Servicer shall prepare and execute at the direction of the Bank any
note endorsements in connection with transfer of the Mortgage Loans to
the Trust Fund as the Owner of the Mortgage Loans and that the Bank
shall pay for any fees associated with the preparation and execution of
such note endorsements to the Trust Fund.
16. The parties hereto acknowledge that Section 2.03 (Commencement of
Servicing Responsibilities) shall be inapplicable to this Agreement.
17. The parties hereto acknowledge that Section 2.04 (Custodial Agreement)
shall be inapplicable to this Agreement, as superseded by the
provisions of the Custodial Agreement and the Trust Agreement.
18. Section 3.01 (Servicer to Service) is hereby amended and restated in
its entirety to read as follows:
Section 3.01 Servicer to Service.
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From the date of origination of the related Mortgage
Loans to the related Closing Date, the Servicer shall have
serviced the related Mortgage Loans in accordance with
Accepted Servicing Practices. From and after the related
Closing Date, the Servicer, as an independent contractor,
shall service and administer the Mortgage Loans pursuant to
this Agreement and shall have full power and authority, acting
alone, to do any and all things in connection with such
servicing and administration which the Servicer may deem
necessary or desirable, consistent with the terms of this
Agreement and with Accepted Servicing Practices.
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 strict compliance with
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 Owner, 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 and the Servicer has obtained the prior
written consent of the Owner) the Servicer shall not permit
any modification with respect to any Mortgage Loan that would
change the Mortgage Interest Rate, defer or 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. With respect to a Reconstitution Agreement, in the event
of any such modification which permits the deferral of
interest or principal payments on any Mortgage Loan, the
Servicer shall, on the Business Day immediately preceding the
Remittance Date in any month in which any such principal or
interest payment has been deferred, deposit in the Custodial
Account from its own funds, in accordance with Section 3.04,
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the difference between (a) such month's principal and one
month's interest at the Mortgage Loan Remittance Rate on the
unpaid principal balance of such Mortgage Loan and (b) the
amount paid by the Mortgagor. Without limiting the generality
of the foregoing, the Servicer shall continue, and is hereby
authorized and empowered, to execute and deliver on behalf of
itself and the Owner, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all
other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. If
reasonably required by the Servicer, the Owner shall furnish
the Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties under this Agreement.
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.
In servicing and administering the Mortgage Loans,
the Servicer shall employ procedures (including collection
procedures) and exercise the same care that it customarily
employs and exercises in servicing and administering mortgage
loans for its own account, giving due consideration to
Accepted Servicing Practices where such practices do not
conflict with the requirements of this Agreement, and the
Owner's reliance on the Servicer.
Unless written consultation and approval by the
Owner, is required pursuant to this Section 3.01, the Servicer
may, without such consultation and approval, take actions
relative to the servicing and administration of the Mortgage
Loans that are consistent with Accepted Servicing Practices.
19. The parties hereto acknowledge that references to the "Owner" in the
second and third paragraphs of Section 3.02 shall refer to the Master
Servicer, except that the expense of any environmental inspection or
review at the request of the Master Servicer shall be an expense of the
Trust Fund.
20. The parties hereto acknowledge that the (i) reference to "[Servicer]"
in the fourth line of the first paragraph of Section 3.04 shall be to
"Washington Mutual Bank, FA," (ii) reference to"[Owner]" in the fourth
line of the first paragraph of Section 3.04 shall be to the "SASCO
2002-10H Trust Fund", (iii) the third sentence of the first paragraph
of Section 3.04 shall be deleted in its entirety and (iv) reference to
"Cut-off Date" in the second paragraph of Section 3.04 shall mean "May
1, 2002."
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21. Section 3.06 (Establishment of and Deposits to Escrow Account) is
hereby amended by (i) changing the words "Washington Mutual Bank, FA in
trust for Centre Capital Group, Inc., owner of Fixed and Adjustable
Rate Mortgage Loans, and various Mortgagors" appearing in the fourth,
fifth and sixth lines of the first paragraph thereof to "Washington
Mutual Bank, FA in trust for the SASCO 2002-10H Trust Fund," and (ii)
deleting the following words from the end of the second sentence of the
first paragraph of Section 3.06: "in a manner that shall provide
maximum available insurance hereunder."
22. Section 3.10 is hereby amended by deleting in its entirety the proviso
to the first sentence of the third paragraph of Section 3.10.
23. Section 3.18 (Title, Management and Disposition of REO Property) is
hereby amended by (i) replacing the reference to "one year" in the
seventh line of the second paragraph thereof with "three years" and
(ii) 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
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.
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(iii) deleting the first sentence of the third paragraph thereof, and
(iv) replacing the words "one and a half" and "sentence" with "three"
and "paragraph", respectively, in the sixth and seventh lines of the
third paragraph thereto; and,
(v) by adding the following to the end of such Section:
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.
24. Section 4.02 (Statements to Owner) is hereby amended by (i) renaming
the section "Statements to Master Servicer," (ii) adding the words "or,
if such calendar day is not a Business Day, the immediately preceding
Business Day" after the words "tenth calendar day of each month", (iii)
changing the words "preceding Determination Date" to the words "last
calendar day of the preceding month" and (iv) adding the following
paragraph (d) to such Section to read as follows:
(d) The Monthly Remittance Advice shall also include on a
current and cumulative basis the amount of any (i) claims
filed, (ii) claim payments made, (iii) claims denied and (iv)
policies cancelled with respect to those Serviced Mortgage
Loans covered by any PMI Policy or LPMI Policy.
25. Section 4.03 (Monthly Advances by Servicer) is hereby amended by adding
the following new sentence immediately following the first sentence of
such section:
Any amounts held for future distribution and so used
to make Monthly Advances 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 payments to the Trust Fund
required to be made on such Remittance Date.
26. Section 5.01 (Servicing Compensation) is hereby amended by adding the
following sentences at the end of such Section:
The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement thereof
except as specifically provided for herein.
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27. Section 5.06 (Annual Independent Public Accountants Servicing Report)
is hereby amended and restated in its entirety to read as follows:
Section 5.06 Annual Audit Report.
-------------------
On or before July 31 of each year, beginning with
July 31, 2002, 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 the
Seller and Master Servicer 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.
28. A new Section 5.07 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.07 Annual Officer's Certificate.
----------------------------
On or before July 31st of each year, beginning with
July 31, 2002, the Servicer, at its own expense, will deliver
to the Bank 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 officers' supervision, and (ii) to the best of
such officers' 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.
29. The first and second lines of Section 6.01(a) is hereby restated to
read a follows:
The Servicer is a federally chartered savings
association, duly organized, validly existing and in good
standing under applicable law and has all licenses
30. The second, third and fourth paragraphs of Section 6.02 (Remedies for
Breach of Representations and Warranties of the Servicer) are hereby
restated to read as follows:
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 6.01 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 Mortgage
Loans, the Mortgaged Property or the priority of the security
interest on such Mortgaged Property, the Servicer shall use
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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
Section 10.01.
In addition, the Servicer shall indemnify (from its
own funds) the Trustee, the Trust Fund and the 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 6.02 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 6.01 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.
31. The parties hereto acknowledge that Section 6.03 (Representations and
Warranties of the Owner), Section 6.04 (Remedies for Breach of
Representations and Warranties of Owner) Section 7.01 (Removal of
Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through
Transfer or a Whole Loan Transfer on One or More Reconstituted Dates)
and Section 7.02 (Owner's Repurchase and Indemnification Obligations)
are inapplicable to this Agreement.
32. Section 7.03 (Indemnification; Third Party Claims) is hereby amended in
its entirety to read as follows:
The Servicer shall indemnify the Trust Fund, the
Trustee and the Master Servicer and hold each of them harmless
against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related
costs, 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 strict compliance with the terms of this
Agreement. The Servicer immediately shall notify the Bank, the
Master Servicer and the Trustee or any other relevant party if
a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior
written consent of the indemnified party) the defense of any
such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it
or any of such parties in respect of such claim. The Servicer
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shall follow any written instructions received from the
Trustee in connection with such claim. The Trustee from the
assets of the Trust Fund promptly shall reimburse the Servicer
for all amounts advanced by it pursuant to the preceding
sentence except when the claim is in any way related to the
Servicer's indemnification pursuant to Section 6.02, or the
failure of the Servicer to service and administer the Mortgage
Loans in strict compliance with the terms of this Agreement.
The Trust Fund shall indemnify the Servicer and hold
it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees
and expenses that the Servicer may sustain in any way related
to the failure of the Trustee or the Master Servicer to
perform its duties in strict compliance with the terms of this
Agreement.
In the event a dispute arises between an indemnified
party and the indemnifying party with respect to any of the
rights and obligations of the parties pursuant to this
Agreement and such dispute is adjudicated in a court of law,
by an arbitration panel or any other judicial process, then
the losing party shall indemnify and reimburse the winning
party for all attorney's fees and other costs and expenses
related to the adjudication of said dispute.
33. Section 8.02 is hereby amended (i) by replacing the word "Owner" with
the words "Master Servicer, Trust Fund or Trustee", (ii) by changing
the word "Owner" to "Trustee" where it appears in the proviso to the
third sentence thereof and (iii) by changing the word "Owner" to "Trust
Fund" in the fourth sentence of such Section.
34. The first paragraph of Section 8.03 (Limitation on Resignation and
Assignment by Servicer) is hereby amended in its entirety to read as
follows:
Except as permitted in Section 8.01, the Servicer
shall neither assign this Agreement or the servicing hereunder
or delegate its rights or duties hereunder or any portion
hereof (to other than a third party in the case of outsourcing
routine tasks such as taxes, insurance and property
inspection, in which case the Servicer shall 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, provided, however, that 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.
References to "Owner" in the second and third paragraph of Section 8.03
shall refer to the "Master Servicer acting at the direction, or with the prior
consent of, the Trustee".
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35. Section 9.01 is hereby amended by changing the references to "Owner" in
the third and fourth paragraph of such section to "Master Servicer."
36. Section 9.02 (Termination Without Cause) is hereby amended in its
entirety to read as follows:
Section 9.02 Termination Without Cause.
-------------------------
This Agreement shall terminate upon: (i) the later of
(a) the distribution of the final payment or liquidation
proceeds on the last Mortgage Loan to the Owner (or advances
by the Servicer for the same), and (b) the disposition of all
REO Property acquired upon foreclosure of the last Mortgage
Loan and the remittance of all funds due hereunder or (ii)
mutual consent of the Servicer, the Bank and the Master
Servicer in writing. Any such notice of termination shall be
in writing and delivered to the Servicer by registered mail to
the address set forth at the beginning of this Agreement. The
Master Servicer, the Trustee and the Servicer shall comply
with the termination procedures set forth in Sections 10.01
and 10.03 hereof and the procedures set forth below.
In connection with any such termination referred to
in clause (ii) above, the Bank will be responsible for
reimbursing the Servicer for all unreimbursed out-of-pocket
Servicing Advances within 15 Business Days following the date
of termination and other reasonable and necessary
out-of-pocket costs associated with any transfer of servicing.
Notwithstanding and in addition to the foregoing, in
the event that a Mortgage Loan becomes an REO Property, the
Bank may at its election terminate this Agreement with respect
to such REO Property upon 15 days' written notice to the
Servicer. In the event of such election, the Bank shall
reimburse the Servicer for all unreimbursed out-of-pocket
Servicing Advances and Monthly Advances on the date of
termination and other reasonable and necessary out-of-pocket
costs associated with any transfer of servicing, including,
but not limited to, costs associated with the transfer of the
related files to the Owner's designee.
37. Section 10.01 (Successor to the Servicer) is hereby amended in its
entirety to read as follows:
Simultaneously with the termination of the Servicer's
responsibilities and duties under this Agreement pursuant to
Sections 6.02, 8.03, 9.01 or 9.02, 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 servicer meeting the eligibility
requirements of this Agreement set forth in Sections 8.01(i)
and (ii) and which shall succeed to all rights and assume all
of the responsibilities, duties and liabilities of the
Servicer under this Agreement upon the termination of the
Servicer's responsibilities, duties and liabilities under this
Agreement. Any successor to the Servicer that is not at that
time a Servicer of other mortgage loans for the Trust Fund
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shall be subject to the approval of the Master Servicer, the
Bank, the Trustee and each Rating Agency (as such term is
defined in the Trust Agreement). Unless the successor servicer
is at that time a Servicer of other mortgage loans for the
Trust Fund, each Rating Agency must deliver to the Trustee a
letter to the effect that such transfer of servicing will not
result in a qualification, withdrawal or downgrade of the
then-current rating of any of the Certificates. In connection
with such appointment and assumption, the Master Servicer or
the Depositor, 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 sections, 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 sections shall not become effective until a
successor shall be appointed pursuant to this Section 10.01
and shall in no event relieve the Servicer of the
representations and warranties made pursuant to Section 6.01
and the remedies available to the Trustee under Sections 6.02
and 7.03, it being understood and agreed that the provisions
of such Sections 6.01, 6.02 and 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 Custodial Account or any Escrow Account
or thereafter received with respect to the Mortgage Loans.
Any successor appointed as provided herein shall
execute, acknowledge and deliver to the Trustee, the Servicer
and the Master Servicer an instrument (i) accepting such
appointment, wherein the successor shall make the
representations and warranties set forth in Section 6.01 and
(ii) 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
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party to this Agreement. Any termination or resignation of the
Servicer or termination of this Agreement pursuant to Sections
10.01 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 (i) within three (3)
Business Days to the successor Servicer the funds in the
Custodial Account and Escrow Account and (ii) within 30
Business Days all Mortgage Loan Documents and related
documents and statements held by it hereunder and the Servicer
shall account for all funds and shall execute and deliver such
instruments and do such other things as may reasonably be
required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations
and liabilities of the 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 as a result of a termination
of the Servicer for cause pursuant to Section 9.01 of the
Agreement, 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.
38. The parties hereto acknowledge that Section 10.02 (Closing), Section
10.03 (Closing Documents), Section 10.07 (Notices) and Section 10.16
(Exhibits) are inapplicable to this Agreement.
39. A new Section 10.19 is hereby added to the Master Servicing Agreement
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
Master Servicing Agreement
[See Exhibit #99.22]
EXHIBIT C
Master Mortgage Loan Purchase and Warranties Agreement
[INTENTIONALLY OMITTED]
EXHIBIT D
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
