Exhibit 99.13
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of October, 2000, by and between LEHMAN CAPITAL, A
DIVISION OF LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation ("Lehman
Capital"), and FIRST NATIONWIDE MORTGAGE CORPORATION, a Delaware corporation
(the "Servicer"), having an office at 5280 Corporate Drive, Frederick,
Maryland 21703, recites and provides as follows:
RECITALS
WHEREAS, Lehman Brothers Bank, FSB (the "Bank"), an affiliate of
Lehman Capital, acquired from the Servicer certain conventional, residential,
fixed rate, first lien mortgage loans pursuant to a Seller's Warranties and
Servicing Agreement ("Warranties and Servicing Agreement"), dated as of May 1,
2000.
WHEREAS, such mortgage loans are currently being serviced by the
Servicer for the Bank pursuant to the Warranties and Servicing Agreement.
WHEREAS, pursuant to an Assignment, Assumption and Recognition
Agreement, dated as of October 1, 2000 (the "Assignment and Assumption
Agreement") and annexed as Exhibit C hereto, Lehman Capital acquired from the
Bank all of the Bank's right, title and interest in and to certain of the
mortgage loans currently serviced under the Warranties and Servicing Agreement
(hereinafter, the "Mortgage Loans") and assumed for the benefit of each of the
Servicer and the Bank the obligations of the Bank under such Warranties and
Servicing Agreement.
WHEREAS, Lehman Capital has conveyed certain of the Mortgage Loans as
identified on Schedule I hereto (the "Serviced Mortgage Loans") to Structured
Asset Securities Corporation, a Delaware special purpose corporation
("SASCO"), which in turn has conveyed the Serviced Mortgage Loans to Wells
Fargo Bank Minnesota, N.A. (the "Trustee"), pursuant to a trust agreement
dated as of October 1, 2000 (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, Lehman Capital desires that the Servicer continue to service
the Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to
the rights of Lehman Capital (with the consent of the Master Servicer) to
terminate the rights and obligations of the Servicer hereunder at any time
without cause (subject to the provisions in the Warranties and Servicing
Agreement) and to the other conditions set forth herein.
WHEREAS, Lehman Capital and the Servicer agree that the provisions of
the Warranties and Servicing Agreement shall continue to apply to the Serviced
Mortgage Loans, but only to the extent provided herein and that this Agreement
shall govern the Serviced Mortgage Loans for so long as such Serviced Mortgage
Loans remain subject to the provisions of the Trust Agreement.
WHEREAS, the 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.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Lehman Capital and the Servicer
hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and defined in this Agreement,
including Exhibit A hereto and any provisions of the Warranties and Servicing
Agreement incorporated by reference herein (regardless of whether such terms
are defined in the Warranties and Servicing Agreement), shall have the
meanings ascribed to such terms in this 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
Warranties and Servicing Agreement with respect to the servicing of the
Serviced Mortgage Loans, except as otherwise provided herein and on Exhibit A
hereto, and that the provisions of the Warranties and 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 2000-4 Trust Fund (the "Trust Fund") created pursuant to
the Trust Agreement, shall have the same rights as Lehman Capital, as
purchaser, under the Warranties and Servicing Agreement to enforce the
obligations of the Servicer under the Warranties and Servicing Agreement and
the term "Purchaser" as used in the Warranties and Servicing Agreement in
connection with any rights of the Purchaser shall refer to the Trust Fund or,
as the context requires, the Master Servicer acting in its capacity as agent
for the Trust Fund, except as otherwise specified in Exhibit A hereto. The
Master Servicer shall be entitled to terminate the rights and obligations of
the Servicer under this Agreement upon the failure of the Servicer to perform
any of its obligations under this Agreement if such failure constitutes an
Event of Default as provided in Article X of the Warranties and Servicing
Agreement. Notwithstanding anything to the contrary, in no event shall the
Master Servicer assume any of the obligations of the Purchaser under the
Warranties and Servicing Agreement.
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.
2530 South Parker Road
Suite 601
Aurora, Colorado 80014
Attention: E. Todd Whittemore, Master Servicing,
SASCO/ALS 2000-4
Telephone: (303) 632-3000
Telecopier: (303) 632-3001
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:
The Chase Manhattan Bank
New York, New York
ABA#: 021-000-021
Account Name: Aurora Loan Services Inc.,
Master Servicing Payment Clearing Account
Account No.: 066-611059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO/ALS 2000-4
All notices required to be delivered to the Trustee hereunder shall
be delivered to the Trustee at the following address:
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: Corporate Trust Services
Telephone: (410) 884-2136
Telecopier: (410) 884-2363
All notices required to be delivered to Lehman Capital hereunder
shall be delivered to Lehman Capital at the following address:
Lehman Capital, a Division of Lehman
Brothers Holdings Inc.
200 Vesey Street
New York, New York 10285-0900
Attention: Mortgage Backed Finance Department
Telephone: (212) 526-7000
Telecopier: (212) 526-7209
All notices required to be delivered to the Servicer hereunder shall
be delivered to the address set forth in Section 12.05 of the Warranties and
Servicing Agreement.
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.
<PAGE>
Executed as of the day and year first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.,
as Owner
By:/s/ Joseph J. Kelly
--------------------------------------
Name: Joseph J. Kelly
Title: Authorized Signatory
FIRST NATIONWIDE MORTGAGE C
CORPORATION, as Servicer
By:/s/ Todd Cheney
--------------------------------------
Name: Todd Cheney
Title: First Vice President
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:/s/ Ralph A. Lenzi, III
---------------------------------
Name: Ralph A. Lenzi, III
Title: CEO
WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee
By:/s/ Randall S. Reider
---------------------------------
Name: Randall S. Reider
Title: Assistant Vice President
<PAGE>
EXHIBIT A
Modifications to the Warranties and Servicing Agreement
1. The definition of "Custodial Agreement" in Article I is hereby amended in
its entirety to read as follows:
Custodial Agreement: The Custodial Agreement dated as of October 1,
2000 between the U.S. Bank Trust National Association, as Custodian
and Wells Fargo Bank Minnesota, N.A., as Trustee.
2. The definition of "Determination Date" in Article I is hereby amended in
its entirety to read as follows:
Determination Date: The fifteenth (15th) day of the calendar month
of the related Remittance Date (or if such day is not a Business
Day, the Business Day immediately preceding such day).
3. 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 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 GNMA, Fannie Mae or Freddie
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, including any fund for which the
Trustee, the Master Servicer or an affiliate thereof serves as an
investment advisor, administrator, shareholder servicing agent,
and/or custodian or subcustodian, notwithstanding that (x) the
Trustee, the Master Servicer or an affiliate thereof charges and
collects fees and expenses from such funds for services rendered,
(y) the Trustee, the Master Servicer or an affiliate thereof charges
and collects fees and expenses for services rendered pursuant to
this Agreement, and (z) services performed for such funds and
pursuant to this Agreement may converge at any time, provided,
however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only
interest payments with respect to the obligations underlying such
instrument, or (ii) both principal and interest payments derived
from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to
maturity of greater than 120% of the yield to maturity at par of
such underlying obligations.
4. A definition of "GNMA" is hereby added to Article I to immediately follow
the definition of "Freddie Mac", to read as follows:
GNMA: The Government National Mortgage Association, or any successor
thereto.
5. The definition of "Qualified Depository" is hereby amended and restated
in its entirety to read as follows:
Qualified Depository: Any of (i) a depository the accounts of which
are insured by the FDIC and the debt obligations of which are rated
AA (or its equivalent) or better by each Rating Agency; (ii) the
corporate trust department of any bank the debt obligations of which
are rated at least A-1 or its equivalent by each Rating Agency; or
(iii) Lehman Brothers Bank, F.S.B., a federal savings bank.
6. A new 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.
7. The definition of "Rating Agency" is hereby revised to read as follows:
Rating Agency: Any of Fitch IBCA, Inc., Moody's Investors Service,
Inc., Standard & Poor's Rating Service, a division of the
McGraw-Hill Agencies, Inc., or any successor of the foregoing.
8. The parties hereto acknowledge that the first two paragraphs of Section
2.03 (Custodial Agreement; Delivery of Documents) shall be inapplicable
to this Agreement, as superseded by the provisions of the Custodial
Agreement and the Trust Agreement.
9. The parties hereto acknowledge that Section 3.07 (Purchaser
Representations and Warranties) shall be inapplicable to this Agreement.
10. Section 4.02 (Liquidation of Mortgage Loans) is hereby amended by
deleting the second and third paragraphs of such section and replacing
them with the following paragraph:
Notwithstanding anything to the contrary contained in this
Section 4.02, in connection with a foreclosure or acceptance of a
deed in lieu of foreclosure, in the event the Servicer has
reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the
Trustee or the Master Servicer otherwise requests, an environmental
inspection or review of such Mortgaged Property to be conducted by a
qualified inspector shall be arranged by the Servicer. Upon
completion of the inspection, the Servicer shall provide the Trustee
and the Master Servicer with a written report of such environmental
inspection. In the event that the environmental inspection report
indicates that the Mortgaged Property is contaminated by hazardous
or toxic substances or wastes, the Servicer shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, and the
Servicer shall be reimbursed for all Servicing Advances made with
respect to the related Mortgaged Property from the Custodial Account
pursuant to Section 4.05 hereof. In the event that the environmental
inspection report is inconclusive as to the whether or not the
Mortgaged Property is contaminated by hazardous or toxic substances
or wastes, the Servicer shall not, without the prior approval of the
Trustee, proceed with foreclosure or acceptance of a deed in lieu of
foreclosure. In such instance, the Trustee shall be deemed to have
approved such foreclosure or acceptance of a deed in lieu of
foreclosure unless the Trustee notifies the Servicer in writing,
within two (2) Business Days after its receipt of written notice of
the proposed foreclosure or deed in lieu of foreclosure from the
Servicer, that it disapproves of the related foreclosure or
acceptance of a deed in lieu of foreclosure. Upon receipt of such
notice, the Servicer shall not proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, and the Servicer shall
be reimbursed for all Servicing Advances made with respect to the
related Mortgaged Property from the Custodial Account pursuant to
Section 4.05 hereof. The Servicer shall be reimbursed for all
Servicing Advances made pursuant to this paragraph with respect to
the related Mortgaged Property from the Custodial Account.
11. Section 5.02 (Statements to Purchaser) is hereby amended by replacing the
reference to "Remittance Date" with "fifth Business Day of each month".
12. The parties hereto acknowledge that Section 8.01 (Provision of
Information) and Section 8.02 (Financial Statements; Servicing
Facilities) are inapplicable to this Agreement.
13. Section 9.04 (Limitation on Resignation and Assignment by Company) is
hereby amended as follows:
(a) The first paragraph of such Section is hereby amended in
its entirety to read as follows:
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 be fully liable for
such tasks as if the Servicer performed them itself) or sell or
otherwise dispose of all or substantially all of its property or
assets without the prior written consent of the Trustee and the
Master Servicer, which consent shall not be unreasonably withheld;
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.
14. The parties hereto acknowledge that the word "Purchaser" in Section 10.02
(Waiver of Defaults) shall refer to the "Master Servicer with the prior
consent of the Trustee."
15. Sections 11.01 (Termination) and 11.02 (Termination Without Cause) are
hereby deleted in their entirety and replaced with the following:
Section 11.01 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 Trust Fund (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, Lehman
Capital and the Master Servicer in writing or (iii) at the sole
option of the Lehman Capital, without cause, upon 30 days written
notice. 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.
In connection with any such termination referred to in clause
(ii) or (iii) above, Lehman Capital 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.
Upon the termination of servicing without cause hereunder,
Lehman Capital shall pay to the Servicer a termination fee equal to
1.50% of the outstanding principal balance of such Mortgage Loans in
which the servicing is being terminated.
Notwithstanding any such termination as Servicer, First
Nationwide Mortgage Corporation shall nonetheless continue to be
entitled to receive Retained Yield and Prepayment Fees as provided
in this Agreement.
16. Section 12.01 (Successor to the Company) 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 9.04, 10.01 or 11.01, the Master Servicer shall (i) succeed
to and assume all of the Servicer's responsibilities, rights, duties
and obligations under this Agreement, or (ii) appoint a successor
meeting the eligibility requirements of this Agreement and (iii) and
which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Servicer under this
Agreement with the termination of the Servicer's responsibilities,
duties and liabilities under this Agreement. Any successor to 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, Lehman Capital, the Trustee and each applicable Rating
Agency. Unless the successor servicer is at that time a servicer of
other mortgage loans for the Trust Fund, each Rating Agency must
deliver to the Trustee a letter to the effect that such transfer of
servicing will not result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates. In
connection with such appointment and assumption, the Master Servicer
or Lehman Capital, 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 12.01 and shall in no event relieve the
Servicer of the representations and warranties made pursuant to
Article III shall be applicable to the Servicer notwithstanding any
such resignation or termination of the Servicer, or the termination
of this Agreement. Notwithstanding any such termination as Servicer,
First Nationwide Mortgage Corporation shall nonetheless continue to
be entitled to receive Retained Yield and Prepayment Fees as
provided in 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 transfer of
servicing. 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 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 Section 11.01
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.
Except as otherwise provided in this Agreement, all reasonable
out-of-pocket costs and expenses incurred in connection with any
transfer of servicing hereunder (whether as a result of termination
or removal of the Servicer with cause or resignation of the
Servicer), 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.
17. 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 on behalf of
the Trust Fund 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.
<PAGE>
EXHIBIT B
Warranties and Servicing Agreement
<PAGE>
EXHIBIT C
Assignment, Assumption and Recognition Agreement
<PAGE>
EXHIBIT D
Mortgage Loan Schedule
