EXECUTION COPY
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into as
of the 1st day of June 2003, by and between XXXXXX BROTHERS HOLDINGS INC., A
Delaware corporation (the "Seller" or "Xxxxxx Brothers Holdings"), 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, AIG Centre Capital Group Inc., formerly 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, Xxxxxx Brothers Bank, FSB (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, pursuant to an Assignment and Assumption Agreement, dated June 1,
2003 (the "Assignment and Assumption Agreement") annexed as Exhibit F hereto,
the Seller acquired from the Bank all of the Bank's right, title and interest in
and to the mortgage loans currently serviced under the Master Servicing
Agreement and assumed for the benefit of each of the Servicer and the Bank the
rights and obligations of the Bank as owner of such mortgage loans pursuant to
the Master Mortgage Loan Purchase Agreement and the Master Servicing Agreement.
WHEREAS, the Seller 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 Citibank, N.A. (the
"Trustee"), pursuant to a trust agreement dated as of June 1, 2003 (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 Seller 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.
EXECUTION COPY
WHEREAS, the Seller and the Servicer agree that the provisions of the
Master Servicing Agreement shall continue to apply to the Serviced Mortgage
Loans, except to the extent otherwise 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 Seller and the Servicer intend that each of the Master
Servicer and the Trustee is an intended third party beneficiary of this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this Agreement,
including Exhibit A hereto and any provisions of the 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, Due Period, Principal
Prepayment Period and Event of Default shall have the meaning ascribed to each
such term 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
2003-23H Trust Fund (the "Trust Fund") created pursuant to the Trust Agreement,
shall have the same rights as the Seller, 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 Section 9.01 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 Seller 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.
4. 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. The Servicer hereby restates as of the
Closing Date the representations and warranties made in Section 6.01 of the
Master Servicing Agreement.
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 2003-23H
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Citibank, N.A.
000 Xxxx Xxxxxx
14th Floor, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance-SASCO 0000-00X
Telephone: 000-000-0000
Facsimile: 000-000-0000
All notices required to be delivered to the Seller hereunder shall be
delivered to the Seller at the following address:
Xxxxxx Brothers Holdings Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
E-mail: xxxxxxx@xxxxxx.xxx
With a copy to:
Xxxxxx, Xxxxx & Bockius, LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
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
00000 Xxxxxxx Xx. (Mail Stop N070205)
Xxxxxxxxxx, XX 00000
Attention: Vice President, Investor Reporting
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Washington Mutual Bank, FA
0000 XxXxxxxxxx Xxxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Vice President, Investor Reporting
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 Seller 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.
Executed as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Owner
By:_____________________________________
Name: Xxxxxxxx Xxxxxx
Title: Authorized Signatory
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
CITIBANK, N.A.,
as Trustee
By:________________________________
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
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.
3. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
"Custodian" means Xxxxx Fargo Bank Minnesota, National Association
4. The definition of "Due Date" in Article I is hereby amended in its
entirety to read as follows:
"Due Date": With respect to any Mortgage Loan and any Remittance
Date, the day of the month on which the Mortgage Payment is due and
(i) if such day is the first day of the calendar month, such day
shall be included in the Due Period in the same month as the related
Remittance Date, and (ii) if such day is the second day to the last
day of the calendar month, such day shall be included in the Due
Period in the month prior to the related Remittance Date. Based on
the application of this definition and related definitions, for
example, a payment due on November 20 and a payment due on December
1 each would be remitted on the Remittance Date in the month of
December.
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");
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(ii) federal funds, or demand and time deposits in,
certificates of deposits of, or bankers' acceptances issued by, any
depository institution or trust company (including U.S. subsidiaries
of foreign depositories and the Trustee or any agent of the Trustee,
acting in its respective commercial capacity) incorporated or
organized under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
or state banking authorities, so long as at the time of investment
or the contractual commitment providing for such investment the
commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short-term debt or deposit obligations of such holding company or
deposit institution, as the case may be) have been rated by each
Rating Agency in its highest short-term rating category or one of
its two highest long-term rating categories;
(iii) repurchase agreements collateralized by Direct
Obligations or securities guaranteed by Xxxxxx Xxx, 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
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(viii) any other demand, money market, common trust fund or
time deposit or obligation, or interest-bearing or other security or
investment, (A) rated in the highest rating category by each Rating
Agency or (B) that would not adversely affect the then current
rating by each Rating Agency of any of the Certificates. Such
investments in this subsection (viii) may include money market
mutual funds or common trust funds, including any fund for which the
Trustee, the Master Servicer or an affiliate thereof serves as an
investment advisor, administrator, shareholder servicing agent,
and/or custodian or subcustodian, notwithstanding that (x) the
Trustee, the Master Servicer or an affiliate thereof charges and
collects fees and expenses from such funds for services rendered,
(y) the Trustee, the Master Servicer or an affiliate thereof charges
and collects fees and expenses for services rendered pursuant to
this Agreement, and (z) services performed for such funds and
pursuant to this Agreement may converge at any time, provided,
however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only
interest payments with respect to the obligations underlying such
instrument, or (ii) both principal and interest payments derived
from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of
such underlying obligations.
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
related Due Date, 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,
each Mortgage Loan
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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 Payments,
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.
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
replacing the period at the end of such definition with a semicolon and
adding the following proviso:
provided that any Opinion of Counsel relating to (a) qualification
of the Mortgage Loans in a REMIC or (b) compliance with the REMIC
Provisions, must be an opinion of counsel who (i) is in fact
independent of the Servicer and the Master Servicer of the Mortgage
Loans, (ii) does not have any material direct or indirect financial
interest in the Servicer or the Master Servicer of the Mortgage
Loans or in an affiliate of either and (iii) is not connected with
the Servicer or the Master Servicer of the Mortgage Loans as an
officer, employee, director or person performing similar functions.
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
Remittance Date and any Mortgage Loan that was subject to a
Principal Prepayment in full during the related Principal Prepayment
Period, the difference between (i) one full month's interest at the
applicable Mortgage Loan Remittance Rate on the outstanding
principal balance of such Mortgage Loan immediately prior to such
Principal Prepayment and (ii) the amount of interest actually
received with respect to such Mortgage Loan in connection with such
Principal Prepayment.
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,
a division of The XxXxxx-Xxxx Companies, Inc. 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, a division of The XxXxxx-Xxxx Companies, Inc. if the
deposits are to be held in the
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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, FSB, 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
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
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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.
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 Seller 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 Seller 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 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.
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
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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, 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
2003-23H 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 "June 1,
2003."
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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 2003-23H 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 and restated in its entirety to read as follows:
Section 3.18. Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired
in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Trust Fund or
Master Servicer acting in its capacity as agent for the Trust Fund,
or in the event the Trust Fund or Master Servicer as agent for the
Trust Fund is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be
adversely affected under the "doing business" or tax laws of such
state by so holding title, the deed or certificate of sale shall be
taken in the name of such Person or Persons as shall be consistent
with an Opinion of Counsel obtained by the Trust Fund or Master
Servicer as agent for the Trust Fund from any attorney duly licensed
to practice law in the state where the REO Property is located. The
Person or Persons holding such title other than the Trust Fund or
Master Servicer as agent for the Trust Fund shall acknowledge in
writing that such title is being held as nominee for the Trust Fund.
The Servicer shall manage, conserve, protect and operate each
REO Property for the Trust Fund solely for the purpose of its prompt
disposition and sale. The Servicer, either itself or through an
agent selected by the Servicer, shall manage, conserve, protect and
operate the REO Property in the same manner that it manages,
conserves, protects and operates other foreclosed property for its
own account, and in the same manner that similar property in the
same locality as the REO Property is managed. The Servicer shall
attempt to sell the same (and may temporarily rent the same for a
period not greater than three years, except as otherwise provided
below) on such terms and conditions as the Servicer deems to be in
the best interest of the Trust Fund.
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
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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.
If a period longer than three years is permitted under the
foregoing and is necessary to sell any REO Property, (i) the
Servicer shall report monthly to the Master Servicer as to the
progress being made in selling such REO Property and (ii) if, with
the written consent of the Master Servicer, a purchase money
mortgage is taken in connection with such sale, such purchase money
mortgage shall name the Trust Fund as mortgagee.
The Servicer shall also maintain on each REO Property fire and
hazard insurance with extended coverage in an amount which is at
least equal to the lesser of (a) 100% of the maximum insurable value
of the improvements which are a part of such property, or (b) unpaid
principal balance of the related Mortgage Loan at the time it
becomes an REO Property, liability insurance and, to the extent
required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in the amount required above.
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The disposition of REO Property shall be carried out by the
Servicer at such price, and upon such terms and conditions, as the
Servicer deems to be in the best interests of the Trust Fund. The
proceeds of sale of the REO Property shall be promptly deposited in
the Custodial Account. As soon as practical thereafter the expenses
of such sale shall be paid and the Servicer shall reimburse itself
for any related unreimbursed Servicing Advances, unpaid Servicing
Fees, and on the Remittance Date immediately following the date on
which such sale proceeds are received the net cash proceeds of such
sale remaining in the Custodial Account shall be distributed to the
Master Servicer.
The Servicer shall advance funds necessary for the proper
operation, management and maintenance of the REO Property, including
the cost of maintaining any hazard insurance pursuant to Section
3.12 and the fees of any managing agent of the Servicer, or the
Servicer itself, which advances shall be deemed "Servicing Advances"
for the purposes hereunder. The REO management fee shall be an
amount that is reasonable and customary in the area where the
Mortgaged Property is located. The Servicer shall make monthly
distributions on each Remittance Date to the Master Servicer of the
net cash flow from the REO Property (which shall equal the revenues
from such REO Property net of the expenses described in this Section
3.18 and of any reserves reasonably required from time to time to be
maintained to satisfy anticipated liabilities for such expenses).
Notwithstanding the foregoing, at any time and from time to
time, the Master Servicer as agent for the Trust Fund may at its
election terminate this Agreement with respect to one or more REO
Properties as provided by Section 9.02.
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," (iv) substituting "Master Servicer"
for "Owner" throughout and (v) adding the following paragraph (d) to such
Section to read as follows:
(d) In addition to the Monthly Remittance Advice, as a
separate report to be furnished upon request by the Master Servicer,
the Servicer shall provide
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information on a current and cumulative basis regarding 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. The parties hereto acknowledge that Section 4.04 (Due Dates Other Than the
First of the Month) shall be superceded by the definition of Due Date and
inapplicable to this Agreement.
27. 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.
28. 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.
Not later than March 15 of each year (or if such day is not a
Business Day, the next succeeding Business Day), beginning with
March 15, 2004, the 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, based on an examination
conducted by such firm substantially in compliance with the Uniform
Single Attestation Program for Mortgage Bankers ("USAP"), the
assertion of management of the Servicer that it has complied with
the minimum servicing standards identified in the USAP is fairly
stated in all material respects, except for (i) such exceptions as
such firm shall believe to be immaterial, and (ii) such other
exceptions as shall be set forth in such statement.
29. A new Section 5.07 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.07 Annual Officer's Certificate.
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Not later than March 15 of each year (or if such day is not a
Business Day, the next succeeding Business Day), beginning with
March 15, 2004, the Servicer, at its own expense, will deliver to
the Seller and the Master Servicer a Servicing Officer's certificate
stating, as to the signer thereof, that (i) a review of the
activities of the Servicer during such preceding fiscal year and of
performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based
on such review, the Servicer has fulfilled all its obligations under
this Agreement for such year, or, if there has been a default in the
fulfillment of all such obligations, specifying each such default
known to such officer and the nature and status thereof.
30. A new Section 5.08 is hereby added to the Master Servicing Agreement to
read as follows:
Section 5.08 Servicing Officer's Certificate.
Not later than March 15 of each year (or if such day is not a
Business Day, the next succeeding Business Day), beginning with
March 15, 2004, the Servicer, at its own expense, will deliver to
the Seller and the Master Servicer a Servicing Officer's
Certificate, a form of which is attached hereto as Exhibit E, for
the prior calendar year, beginning with the calendar year ending
December 31, 2003, stating, as to the signer thereof, that (i) a
review of the activities of the Servicer for the prior calendar year
and of performance under this Agreement has been made under such
officer's supervision, and (ii) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled all its
obligations under this Agreement for such year, or, if there has
been a default in the fulfillment of all such obligations,
specifying each such default known to such officer and the nature
and status thereof.
31. The first and second lines of Section 6.01(a) are hereby restated to read
as follows:
The Servicer is a federally chartered savings association,
duly organized, validly existing and in good standing under
applicable law and has all licenses
32. 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 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
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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.
33. 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.
34. 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 Seller, 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 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
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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.
35. 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.
36. 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".
37. Section 9.01 is hereby amended by changing the references to "Owner" in
the third and fourth paragraph of such section to "Master Servicer."
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38. 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
Seller 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 Seller 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 Seller 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 Seller 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.
39. 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 shall be subject to the approval of the Master Servicer, the
Seller, 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
A-15
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 party to this Agreement. Any termination or resignation of the
Servicer or termination of this Agreement pursuant to Sections 9.01
and 9.02 shall not affect any claims that the Master Servicer or the
Trustee may have
A-16
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.
40. 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.
41. 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; provided,
however, that the Servicer's reporting obligations will run directly
and solely to the Master Servicer. 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
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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 99.11
EXHIBIT C
Master Mortgage Loan Purchase and Warranties Agreement
[INTENTIONALLY OMITTED]
EXHIBIT D
Mortgage Loan Schedule
[INTENTIONALLY OMITTED]
EXHIBIT E
FORM OF SERVICING OFFICER'S CERTIFICATE
Structured Asset Securities Corporation
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aurora Loan Services, Inc.
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Re: Structured Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2003-23H
--------------------------------------------------------------
I, [name of certifying individual], a duly elected and acting officer of
Washington Mutual Bank, FA (the "Servicer"), certify pursuant to Section 5.08 of
the Reconstituted Servicing Agreement, dated as of June 1, 2003, by and among
the Servicer and Xxxxxx Brothers Holdings Inc., as seller (as from time to time
amended or replaced by a reconstituted servicing or other successor servicing
agreement, (the "Servicing Agreement") between the Servicer and Xxxxxx Brothers
Bank, FSB (the "Owner") to the Owner, each Person, if any who "controls" the
Owner or such other Person within the meaning of the Securities Act of 1933, as
amended, and their respective officers and directors, with respect to the
calendar year immediately preceding the date of this Certificate (the "Relevant
Year"), as follows:
1. For purposes of this Certificate, "Relevant Information" means the
information in the certificate provided pursuant to Section 5.07 of the
Servicing Agreement (the "Annual Compliance Certificate") for the Relevant Year
and the information in all Monthly Remittance Advices provided by the Servicer
during the Relevant Year. Based on my knowledge, the Relevant Information, taken
as a whole, does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein which is necessary to make
the statements made therein, in light of the circumstances under which such
statements were made, not misleading as of the last day of the Relevant Year.
2. The Relevant Information has been provided to those Persons entitled to
receive it.
3. I am responsible for reviewing the activities performed by the Servicer
under the Servicing Agreement during the Relevant Year. Based upon the review
required by the Servicing Agreement and except as disclosed in the Annual
Compliance Certificate or the accountants' statement provided pursuant to
Section 5.06 of the Servicing Agreement, to the best of my knowledge, the
Servicer has fulfilled its obligations under the Servicing Agreement throughout
the Relevant Year.
WASHINGTON MUTUAL BANK, FA
Name: _________________________________
Title: _________________________________
Date: _________________________________
Exhibit F
Assignment and Assumption Agreement
[INTENTIONALLY OMITTED]
