EXECUTION
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of July, 2000, by and between LEHMAN CAPITAL, A
DIVISION OF LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation ("Lehman
Capital"), and CHASE MANHATTAN MORTGAGE CORPORATION, a New Jersey corporation
(the "Servicer"), having an office at 343 Thornall Street, Edison, New Jersey
08837, recites and provides as follows:
RECITALS
WHEREAS, Lehman Brothers Bank, FSB ("Bank") acquired certain first
lien, fixed rate, conventional residential mortgage loans from the Servicer,
which mortgage loans were either originated or acquired by the Servicer.
WHEREAS, such mortgage loans are currently serviced by the Servicer
for the Bank pursuant to a Mortgage Loan Purchase, Warranties and Servicing
Agreement (Whole Loan Series 2000-FX-7(B)) (the "Servicing Agreement"), dated
as of June 27, 2000 and annexed as Exhibit B hereto, by and between Bank, as
purchaser, and the Servicer, as servicer.
WHEREAS, pursuant to an Assignment, Assumption and Recognition
Agreement, dated as of July 28, 2000 (the "Assignment and Assumption
Agreement") and annexed as Exhibit C hereto, Lehman Capital acquired from Bank
all of Bank's right, title and interest in and to certain of the mortgage
loans currently serviced under the Servicing Agreement (hereinafter, the
"Mortgage Loans") and assumed for the benefit of each of the Servicer and the
Bank the obligations of the Bank as owner of the Mortgage Loans pursuant to
such Servicing Agreement.
WHEREAS, Lehman Capital has conveyed certain of the Mortgage Loans
identified on Schedule I hereto (the "Serviced Mortgage Loans") to Structured
Asset Securities Corporation, a Delaware special purpose corporation
("SASCO"), which in turn has conveyed the Serviced Mortgage Loans to Bank One,
National Association (the "Trustee"), pursuant to a trust agreement dated as
of July 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"), Wells Fargo Bank Minnesota, N.A., as securities
administrators 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 and to the other conditions set forth herein.
WHEREAS, Lehman Capital and the Servicer agree that the provisions of
the Servicing Agreement shall continue to apply to the Serviced Mortgage
Loans, but only to the extent provided herein and that this Agreement shall
constitute a "reconstitution" of the Mortgage Loans (as such term is defined
in Section 11.01 of the 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, Lehman Capital 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, Lehman Capital and the Servicer
hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not defined in this
Agreement, including Exhibit A hereto and any provisions of the Servicing
Agreement incorporated by reference herein (regardless of whether such terms
are defined in the Servicing Agreement), shall have the meanings ascribed to
such terms in the Trust Agreement.
2. Custodianship. The parties hereto acknowledge that LaSalle
National Bank will act as custodian of the Serviced Mortgage Files for the
Trustee pursuant to a Custodial Agreement, dated July 1, 2000, among LaSalle
National Bank, the Trustee and SASCO, as depositor of the Trust Fund.
3. Servicing. The Servicer agrees, with respect to the Serviced
Mortgage Loans, to perform and observe the duties, responsibilities and
obligations that are to be performed and observed under the provisions of the
Servicing Agreement, except as otherwise provided herein and on Exhibit A
hereto, and that the provisions of the 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.
4. Trust Cut-off Date. The parties hereto acknowledge that by
operation of Section 4.04 and Section 5.01 of the Servicing Agreement, the
remittance on August 25, 2000 to the Trust Fund is to include principal
collected after July 1, 2000 (the "Trust Cut-off Date") through the preceding
Determination Date plus interest, at the Mortgage Loan Remittance Rate
collected through such Determination Date exclusive of any portion thereof
allocable to a period prior to the Trust Cut-off Date, with the adjustments
specified in clauses (ii), (iii) and (iv) of Section 5.01 of the Servicing
Agreement.
5. 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 2000-3 Trust Fund (the "Trust Fund") created pursuant to
the Trust Agreement, shall have the same rights as Lehman Capital, as
purchaser, under the Servicing Agreement to enforce the obligations of the
Servicer under the Master Servicing Agreement and the term "Purchaser" as used
in the Master Servicing Agreement in connection with any rights of the
Purchaser shall refer to the Trust Fund or, as the context requires, the
Master Servicer or the Trustee acting in its capacity as agent for the Trust
Fund, except as otherwise specified in Exhibit A hereto. The Master Servicer
shall be entitled to terminate the rights and obligations of the Servicer
under this Agreement upon the failure of the Servicer to perform any of its
obligations under this Agreement, which failure results in an Event of Default
as provided in Article IX of the Servicing Agreement. Notwithstanding anything
herein to the contrary, in no event shall the Master Servicer assume any of
the obligations of Lehman Capital under the 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.
6. No Representations. Neither the Servicer nor the Master Servicer
shall be obligated or required to make any representations and warranties
regarding the characteristics of the Serviced Mortgage Loans (other than those
representations and warranties made by the Servicer in Section 3.02 of the
Servicing Agreement) in connection with the transactions contemplated by the
Trust Agreement and issuance of the Certificates issued pursuant thereto.
7. Notices. All notices and communications between or among the
parties hereto (including any third party beneficiary thereof) or required to
be provided to the Trustee shall be in writing and shall be deemed received or
given when mailed first-class mail, postage prepaid, addressed to each other
party at its address specified below or, if sent by facsimile or electronic
mail, when facsimile or electronic confirmation of receipt by the recipient is
received by the sender of such notice. Each party may designate to the other
parties in writing, from time to time, other addresses to which notices and
communications hereunder shall be sent.
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 2000-3
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 Number: 066-661059
Beneficiary: Aurora Loan Services Inc.
For further credit to: SASCO/ALS 2000-3
All notices required to be delivered to the Trustee hereunder shall
be delivered to the Trustee at the following address:
Bank One, National Association
1 Bank One Plaza
Mail Suite 1L1 - 0126
Chicago, Illinois 60670
Attention: Global Corporate Trust Services, SASCO/ALS 2000-3
Telephone: 312-336-9370
Telecopier: 312-407-1708
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.
2000 Vesey Street
New York, New York 10285-0900
Attention: Mortgage Backed Finance Department
Telephone: (212) 526-7000
Telecopier: (212) 528-7209
All notices required to be delivered to the Servicer hereunder shall
be delivered to the address of its office as set forth in the first paragraph
of this 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.
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: Vice President
CHASE MANHATTAN MORTGAGE CORPORATION, as Servicer
By: /s/ Eileen A. Lindblom
--------------------------------------------
Name: Eileen A. Lindblom
Title: Vice President
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By: /s/ Ralph A. Lenzi III
-------------------------------------------
Name: Ralph A. Lenzi III
Title: CEO
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Keith R. Richardson
------------------------------------------
Name: Keith R. Richardson
Title: Vice President
<PAGE>
EXHIBIT A
Modifications to the Servicing Agreement
1. The definition of "Opinion of Counsel" in Article I is hereby amended
by adding the following proviso at the end of such definition:
provided that any Opinion of Counsel relating to (a)
qualification of the Mortgage Loans in a REMIC or (b)
compliance with the REMIC Provisions, must be an opinion of
counsel who (i) is in fact independent of the Servicer and
the Master Servicer of the Mortgage Loans, (ii) does not
have any material direct or indirect financial interest in
the Servicer or the Master Servicer of the Mortgage Loans or
in an affiliate of either and (iii) is not connected with
the Servicer or the Master Servicer of the Mortgage Loans as
an officer, employee, director or person performing similar
functions. The cost of the preparation and delivery of any
such opinion requested by the Trustee shall be an expense of
the Trust Fund unless Lehman Capital decides, in its own
discretion, to bear such expense for the Trust Fund, in
which case any such cost will be borne by Lehman Capital.
2. A new definition of "Prepayment Interest Shortfall Amount" is hereby
added to Article I to immediately follow the definition of "Person",
to read as follows:
"Prepayment Interest Shortfall Amount": With respect to any
Mortgage Loan that is subject to a voluntary (not including
discounted payoffs) Principal Prepayment in full or in part
during the related Principal Prepayment Period, which
Principal Prepayment was applied to such Mortgage Loan prior
to such Mortgage Loan's Due Date in such related Principal
Prepayment Period, the amount of interest (net of the
related Servicing Fee for Principal Prepayments in full
only) that would have accrued on the amount of such
Principal Prepayment during the period commencing on the
date as of which such Principal Prepayment was applied to
such Mortgage Loan and ending on the day immediately
preceding such Due Date.
3. A new definition of "Principal Prepayment Period" is hereby added to
Article I to immediately follow the definition of "Principal
Prepayment", to read as follows:
"Principal Prepayment Period": With respect to any Remittance
Date, the calendar month immediately preceding the month in
which the related Remittance Date occurs.
4. Master Servicer as Agent of the Trust Fund. The parties hereto
acknowledged that all consents, approvals, recommendations and
directions required to be obtained by the Servicer from the Purchaser
pursuant to Articles IV, V and VI of the Servicing Agreement shall be
obtained by the Servicer from the Master Servicer in its capacity as
master servicer of the Trust Fund.
5. Section 4.04 (Establishment of Custodial Accounts; Deposits in
Custodial Accounts ) is hereby amended by replacing the period after
clause (x) with a semi-colon and adding a new clause (xi) to read as
follows:
(xi) any Prepayment Interest Shortfall Amount;
6. Section 5.01 (Distributions) is hereby amended by restating clause
(iii) of the first paragraph thereof to read as follows:
(iii) any Prepayment Interest Shortfall Amount,
provided that the Seller's obligation as to payment of such
amount shall be limited to the Servicing Fee earned during
the month of the distribution.
7. Section 6.04 (Annual Statement as to Compliance) is hereby
amended by replacing the words "September 30 of each year, beginning
with 2000" to "April 30 of each year, beginning with 2001" and
Section 6.05 (Annual Independent Certified Public Accountant's
Servicing Report) is hereby amended by replacing the words "within
one hundred twenty (120) days of Seller's fiscal year end (December
31 of each year beginning December 31, 2000)" with the words "on or
before April 30 of each year, beginning with April 30, 2001".
8. Section 8.01 (Indemnification; Third Party Claims) is hereby amended
and restated 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, judgements, and any other
costs, fees and expenses, as applicable to such indemnified
party's interest, 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 during the Interim
Servicing Period in strict compliance with the terms of this
Agreement. The Servicer further agrees to indemnify the
Trust Fund, the Trustee, the Master Servicer, and Lehman
Capital and hold each such parties harmless against any and
all claims, losses, damages, penalties, fees; forfeitures,
legal fees and related costs, judgments, and any other
costs, fees and expenses, as applicable to such indemnified
party's interest, that such parties may sustain in any way
related to a breach of a representation and warranty set
forth in Section 3.01 or Section 3.02 of this Agreement. The
Servicer immediately shall notify Lehman Capital, 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 judgement 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, to the extent of any losses
related to the Servicer's wrongdoing, when the claim is in
any way related to the Servicer's indemnification for
breaches of a representation or warranty set forth in
Section 3.01 or Section 3.02 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, Lehman Capital and the Master
Servicer shall each respectively 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 such party's failure to perform its
respective duties in compliance with the terms of this
Agreement, or, in the case of the Master Servicer, to master
service and administer the Mortgage Loans in compliance with
this Agreement and the Trust Agreement.
9. Section 9.01 is hereby amended by changing all references to
"Purchaser" in the paragraph following clause (ix) of such section to
"Master Servicer."
10. Section 9.02 (Waiver of Default) is hereby amended by changing the
reference to "Purchaser" therein to the "Master Servicer".
11. Section 10.02 (Termination Without Cause) is hereby amended by
changing all references to "Purchaser" in such section to "Lehman
Capital".
12. Section 12.01 (Successor to the Seller) is hereby amended in its
entirety to read as follows:
Simultaneously with the termination of the
Servicer's responsibilities and duties under this Agreement
(a) pursuant to Sections 4.13, 8.04, 9.01, 10.01 or 10.02,
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 meeting
the eligibility requirements of this Agreement set forth in
Sections 8.02 hereof and (ii) 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 shall be subject to the approval of the Master
Servicer, Lehman Capital, the Trustee and each Rating Agency
(as such term is defined in the Trust Agreement). 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 12.01 and shall in no event relieve
the Servicer of the representations and warranties made
pursuant to Section 3.01, 3.02 and 3.03 and the remedies
available to the Trustee under Section 8.01, it being
understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the
Servicer, with respect to the period prior to the Servicer's
resignation or removal, 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 90 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 3.01 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 4.13, 8.04, 9.01, 10.01
or 10.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Servicer
arising out of the Servicer's actions or failure to act
prior to any such termination or resignation.
The Servicer shall deliver (i) within three (3)
Business Days to the successor Servicer the funds in the
Custodial Account and Escrow Account and (ii) within a
reasonable period of time, but in no event longer than 90
days of the appointment of a successor servicer, 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
termination or removal of the Servicer for cause pursuant to
Section 9.01 of the Servicing Agreement or resignation of
the Servicer or otherwise), including, without limitation,
the costs and expenses of the Master Servicer or any other
Person in appointing a successor servicer, or of the Master
Servicer in assuming the responsibilities of the Servicer
hereunder, or of transferring the Servicing Files and the
other necessary data to the successor servicer shall be paid
by the terminated, removed or resigning Servicer from its
own funds without reimbursement.
13. 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.
EXHIBIT B
Mortgage Loan Purchase, Warranties and Servicing Agreement
EXHIBIT C
Assignment, Assumption and Recognition Agreement
EXHIBIT D
Mortgage Loan Schedule
