Exhibit 99.9
EXECUTION
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered into
as of the 1st day of October, 2000, by and between XXXXXX CAPITAL, A DIVISION
OF XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation ("Xxxxxx Capital"),
and CHASE MANHATTAN MORTGAGE CORPORATION, a New Jersey corporation (the
"Servicer"), having an office at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx
00000, recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx 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 Interim
Servicing Agreement (Whole Loan Series 2000-FX-9(A)) (the "Servicing
Agreement"), dated as of August 1, 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 October 27, 2000 (the "Assignment and Assumption Agreement") and
annexed as Exhibit C hereto, Xxxxxx 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, Xxxxxx Capital has conveyed all 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 Xxxxx 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, Xxxxxx 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 Xxxxxx 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, Xxxxxx 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, Xxxxxx 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, Xxxxxx 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 (except for the definition of the term "Cut-off Date").
2. Custodianship. The parties hereto acknowledge that LaSalle Bank N.A.
will act as custodian of the Serviced Mortgage Files for the Trustee pursuant
to a Custodial Agreement, dated October 1, 2000, between LaSalle Bank N.A. and
the Trustee.
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
November 27, 2000 to the Trust Fund is to include principal collected after
October 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. Interim Servicing Fee. The parties hereto acknowledge that with
respect to each Serviced Mortgage Loan and for each period of one full month
during the period commencing with the Trust Cut-off Date and ending with the
Servicing Transfer Date (December 1, 2000), the Interim Servicing Fee for
purposes of this Agreement shall equal one-twelfth of the product of (a) the
Servicing Fee Rate of 0.25% and (b) the outstanding principal balance of each
Serviced Mortgage Loan. Such fee shall be computed monthly on the same
principal amount and period respecting which any related interest payment on
such Serviced Mortgage Loan is computed. The obligation of the Trust Fund to
pay such Interim Servicing Fee is payable solely from the interest portion
(including recoveries with respect to interest from Liquidation Proceeds, to
the extent permitted by Section 4.05 of the Servicing Agreement) of the
Monthly Payment collected by the Servicer or as otherwise provided under
Section 4.05
6. 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 Xxxxxx 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 Xxxxxx 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.
7. 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.
8. 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 2000-4
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:
The Chase Manhattan Bank
New York, New York
ABA#: 000-000-000
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 2000-4
All notices required to be delivered to the Trustee hereunder shall be
delivered to the Trustee at the following address:
Xxxxx Fargo Bank Minnesota, N.A.
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: SASCO 2000-4
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
All notices required to be delivered to Xxxxxx Capital hereunder shall be
delivered to Xxxxxx Capital at the following address:
Xxxxxx Capital, a Division of Xxxxxx
Brothers Holdings Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Mortgage Backed Finance Department
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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.
XXXXXX CAPITAL, A DIVISION OF
XXXXXX BROTHERS HOLDINGS INC.,
as Owner
By:/s/ Xxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
CHASE MANHATTAN MORTGAGE CORPORATION, as Servicer
By:/s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Acknowledged By:
AURORA LOAN SERVICES INC.,
as Master Servicer
By:/s/ Xxxxx X. Xxxxx, III
-----------------------------------------
Name: Xxxxx X. Xxxxx, III
Title: CEO
XXXXX FARGO BANK MINNESOTA, N.A.,
as Trustee
By:/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
EXHIBIT A
Modifications to the Servicing Agreement
1. Master Servicer as Agent of the Trust Fund. The parties hereto
acknowledge 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.
2. Section 4.01 (Seller to Act as Servicer) is hereby amended by deleting
the first sentence of the second paragraph of such section and replacing
it with the following:
Consistent with the terms of this Agreement, the Seller may
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of any such term or in any manner grant indulgence
to any Mortgagor if in the Seller's reasonable and prudent
determination such waiver, modification, postponement or indulgence
is not materially adverse to the Purchaser, provide, however, that
unless the Mortgagor is in default with respect to the Mortgage Loan
or such default is, in the judgement of the Seller, imminent, the
Seller shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, 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.
3. Section 4.13 (Title, Management and Disposition of REO Property) is
hereby amended by deleting the first and second sentences of the fifth
paragraph of such section and replacing them with the following:
The Seller shall use commercially reasonable best efforts to
dispose of the REO Property as soon as possible and shall sell such
REO Property in any event within three years after title has been
taken to such REO Property, unless (i) a REMIC election has not been
made with respect to the arrangement under which the Mortgage Loans
and the REO Property are held, and (ii) the seller determines, and
gives an appropriate notice to the Purchaser to such effect that a
longer period is necessary for the orderly liquidation of such REO
Property. If a longer period than three (3) years is permitted under
the foregoing sentence and is necessary to sell any REO Property,
the Seller shall report monthly to the Purchaser as to the progress
being made in selling such REO Property.
4. 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 Xxxxxx 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 the Master Servicer 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 Master Servicer in connection
with such claim but shall only be required to make advances in
connection with the defense of such claim if the Servicer in its
reasonable judgment determines that reimbursement of such advances
will be recoverable from the Trust Fund (or Xxxxxx Capital or the
Master Servicer acting on behalf of the Trust Fund). 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, or the gross
negligence, bad faith or willful misconduct of the Servicer.
The Trust Fund, Xxxxxx 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. The provisions of this Section 8.01 shall
survive termination of this Agreement.
5. Section 9.01 is hereby amended by changing all references to "Purchaser"
in the paragraph following clause (ix) of such section to "Master
Servicer."
6. Section 9.02 (Waiver of Default) is hereby amended by changing the
reference to "Purchaser" therein to the "Master Servicer".
7. Section 10.02 (Termination Without Cause) is hereby amended by changing
all references to "Purchaser" in such section to "Xxxxxx Capital".
8. 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 that
is not at that time a servicer of other mortgage loans to the Trust
Fund shall be subject to the approval of the Master Servicer, Xxxxxx
Capital, the Trustee and each Rating Agency (as such term is defined
in the Trust Agreement). Unless the successor servicer is at that
time a servicer of other mortgage loans for the Trust Fund, each
Rating Agency must deliver to the Trustee a letter to the effect
that such transfer of servicing will not result in a qualification,
withdrawal or downgrade of the then-current rating of any of the
Certificates. In connection with such appointment and assumption,
the Master Servicer or the Depositor, as applicable, may make such
arrangements for the compensation of such successor out of payments
on the Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of
that permitted the Servicer under this Agreement. In the event that
the Servicer's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned
sections, the Servicer shall discharge such duties and
responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with
the same degree of diligence and prudence which it is obligated to
exercise under this Agreement, and shall take no action whatsoever
that might impair or prejudice the rights or financial condition of
its successor. The resignation or removal of the Servicer pursuant
to the aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 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.
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 this Servicing
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 Servicer from its own funds without reimbursement.
9. Intended Third Party Beneficiaries. 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
