AMENDMENT NUMBER 1 TO TRUST AGREEMENT LEHMAN XS TRUST, SERIES 2007-15N
AMENDMENT
NUMBER 1 TO TRUST AGREEMENT
XXXXXX
XS TRUST, SERIES 2007-15N
This
is
Amendment Number 1, dated as of November 1, 2007 and effective as of December
21, 2007 (this “Amendment”), to the Trust Agreement, dated as of July 1, 2007
(the “Agreement”), by and among STRUCTURED ASSET SECURITIES CORPORATION., a
Delaware corporation, as depositor (the “Depositor”), AURORA LOAN SERVICES LLC,
as master servicer (the “Master Servicer”), and U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as trustee (the “Trustee”), relating to the
Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series
2007-15N.
WHEREAS,
Section 11.03 of the Agreement provides that under the circumstances and subject
to the conditions set forth therein, the Agreement may be amended from time
to
time;
THEREFORE,
in accordance therewith and in consideration of the mutual agreements herein
contained, each party hereto agrees to amend the Agreement to the extent and
on
the terms set forth herein for the benefit of the other parties and of the
Certificateholders.
ARTICLE
I
DEFINITIONS
SECTION
1.01. Cross
Reference to Definitions in Agreement.
Capitalized terms used in this Amendment and not defined herein or amended
by
the terms of this Amendment shall have the meaning assigned to such terms in
the
Agreement.
ARTICLE
II
EFFECTIVENESS
SECTION
2.01. Section 11.03 of the Agreement provides that the Agreement may be amended
from time to time by the Depositor, the Master Servicer and the Trustee, with
the consent of the NIMS Insurer, if any, but without the consent of the Swap
Counterparty (except to the extent that the rights or obligations of (1) the
Swap Counterparty thereunder or (2) the Swap Counterparty under the Swap
Agreement (or the ability of the Trustee on behalf of the Supplemental Interest
Trust to perform fully and timely its obligations under the Swap Agreement),
are
affected thereby, in which case prior written consent of the Swap Counterparty
is required) and without notice to or the consent of any of the Holders to
cause
the provisions of the Agreement to conform to or be consistent with or in
furtherance of the statements made with respect to the Offering Document.
Section 11.03 of the Agreement further provides that no such amendment shall,
as
evidenced by an Opinion of Counsel, result in an Adverse REMIC Event and that
prior to entering into any such amendment without the consent of Holders, the
Trustee and the NIMS Insurer, if any, shall be provided with an Opinion of
Counsel addressed to the Trustee and the NIMS Insurer, if any, (at the expense
of the party requesting such amendment) to the effect that such amendment is
permitted under such Section 11.03.
SECTION
2.02. By their execution of this Amendment, the Depositor, the Master Servicer
and the Trustee evidence their desire to make the amendments to the Agreement
set forth below.
ARTICLE
III
AMENDMENTS
TO THE AGREEMENT
SECTION
3.01. Amendments.
The
definition of “Pool 4 Senior Priority” is hereby deleted and replaced in its
entirety with the following:
“Pool
4
Senior Priority:
For the
Pool 4 Senior Certificates, sequentially in the following order: (i) up to
the
amount of any Net Negative Amortization previously allocated to such
Certificates and not repaid, to the Pool 4 Senior Certificates (other than
the
Exchangeable Certificates related to Pool 4) pro rata based on the amount of
such unpaid prior allocations of Net Negative Amortization to each class thereof
and (ii) pro rata (a) to the Class 4-A1 Underlying Interest, (b) sequentially,
first, to the Class 4-A2A Underlying Interest and second, to the Class 4-A2B
Underlying Interest, in that order, and (c) to the Class 4-A3 Underlying
Interest.”
ARTICLE
IV
MISCELLANEOUS
SECTION
4.01. Counterparts.
This
Amendment may be executed in two or more counterparts (and by different parties
on separate counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.
SECTION
4.02. Headings.
The
headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation or any provision hereof.
SECTION
4.03. Agreement
in Full Force and Effect as Amended.
Except
as specifically amended or waived hereby, all of the terms and conditions of
the
Agreement shall remain in full force and effect. All references to the Agreement
in any other document or instrument shall be deemed to mean such Agreement
as
amended by this Amendment. This Amendment shall not constitute a novation of
the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set forth
herein.
SECTION
4.04 Conditions
to Effectiveness.
This
Amendment shall become effective upon the receipt by the Trustee of the opinion
of counsel referred to in Section 11.03 of the Agreement.
SECTION
4.05. Governing
Law.
THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW
PROVISIONS.
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[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
3
IN
WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused
their names to be signed hereto by their respective officers hereunto duly
authorized as of the day and year first above written.
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor
By:
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Senior Vice President
U.S.
BANK
NATIONAL ASSOCIATION,
not
in
its individual capacity, but solely
as
Trustee
By:
Name:
Title:
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By:
Name:
Xxxxxxx Xxxx
Title:
Vice President