RECONSTITUTED SERVICING AGREEMENT
THIS
RECONSTITUTED SERVICING AGREEMENT (this “Agreement”), entered into as of the
1st
day of
July, 2006, by and among XXXXXXXXX MORTGAGE HOME LOANS, INC., a Delaware
corporation (“Xxxxxxxxx” or the “Seller”), XXXXX FARGO BANK, N.A., as servicer
(the “Servicer”) and XXXXXXXXX MORTGAGE SECURITIES TRUST 2006-4 (the “Trust”),
and acknowledged by XXXXX
FARGO BANK, N.A.,
as
master servicer (the “Master Servicer”), recites and provides as
follows:
RECITALS
WHEREAS,
the Seller has conveyed certain mortgage loans identified on Schedule I hereto
(the “Mortgage Loans”) to Structured Asset Securities Corporation, a Delaware
special purpose corporation (“SASCO”), which in turn has conveyed the Mortgage
Loans to the Xxxxxxxxx Mortgage Securities Trust 2006-4 (the “Trust”), under a
trust agreement dated as of July 1, 2006 (the “Trust Agreement”), among LaSalle
Bank National Association, as Trustee (the “Trustee”), the Master Servicer,
SASCO, as seller (referred to herein as the “Depositor”), Wilmington Trust
Company, as Delaware trustee, Xxxxx Fargo Bank, N.A., as securities
administrator and the Seller.
WHEREAS,
the Mortgage Loans are currently being serviced by the Servicer pursuant to
a
Second Amended and Restated Master Seller’s Warranties and Servicing Agreement
between Bank of America, National Association (“Bank of America”) and the
Servicer dated as of May 1, 2006 (the “Master Servicing Agreement”), a copy of
which is attached hereto as Exhibit B;
WHEREAS,
the Seller, Bank of America, and the Servicer entered into an Assignment,
Assumption and Recognition Agreement dated July 25, 2006 (the “AAR”), pursuant
to which, among otqher things, the Seller purchased the Mortgage Loans from
Bank
of America and the Servicer agreed to service and administer the Mortgage Loans
in accordance with the terms of the Master Servicing Agreement, as modified
by
the AAR (collectively the “Servicing Agreement”), a copy of which is attached
hereto as Exhibit C;
WHEREAS,
the Seller desires that the Servicer continue to service the Mortgage Loans,
and
the Servicer has agreed to do so in accordance with the Servicing Agreement
as
modified in the attached Exhibit A;
WHEREAS,
the Master Servicer and any successor master servicer shall be obligated, among
other things, to supervise the servicing of the Mortgage Loans on behalf of
the
Trustee, and shall have the right, under certain circumstances, to terminate
the
rights and obligations of the Servicer upon the occurrence and continuance
of an
Event of Default by the Servicer under this Agreement;
WHEREAS,
the Seller and the Servicer desire that the provisions of the Servicing
Agreement shall apply to the Mortgage Loans, but only to the extent provided
herein and that this Agreement shall constitute a “Reconstitution Agreement” as
defined under the Servicing Agreement which shall govern the Mortgage Loans
for
so long as such Mortgage Loans remain subject to the provisions of the Trust
Agreement;
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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, shall have the meanings ascribed to such terms in the Servicing
Agreement.
2. Servicing.
The
Servicer agrees, with respect to the 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.
3. Servicer.
From
and after the date hereof (the “Closing Date”), the Servicer shall and does
hereby recognize that the Seller will transfer the Mortgage Loans and assign
its
rights under the Servicing Agreement to SASCO and that SASCO will thereafter
transfer the Mortgage Loans and assign its rights under the Servicing Agreement
and this Agreement to the Trust. The Servicer acknowledges and agrees that
from
and after the date hereof (i) the Trust will be the owner of the Mortgage Loans,
(ii) the Servicer shall look solely to the Trust for performance of any
obligations of the Seller insofar as they relate to the enforcement of the
representations, warranties and covenants with respect to the Mortgage Loans,
(iii) the Trust (including the Trustee and, with respect to the servicing of
the
Mortgage Loans, the Master Servicer acting on the Trust’s behalf) shall have all
the rights and remedies available to the Seller insofar as they relate to the
Mortgage Loans, under the Servicing Agreement, including, without limitation,
the enforcement of the document delivery requirements set forth in Section
2.03
of the Master Servicing Agreement, and shall be entitled to enforce all of
the
obligations of the Servicer thereunder insofar as they relate to the Mortgage
Loans, and (iv) all references to the Purchaser (insofar as they relate to
the
rights, title and interest and, with respect to obligations of the Purchaser,
only insofar as they relate to the enforcement of the representations,
warranties and covenants of the Servicer) under the Servicing Agreement insofar
as they relate to the Mortgage Loans, shall be deemed to refer to the Trust.
Neither the Servicer nor the Seller shall amend or agree to amend, modify,
waive, or otherwise alter any of the terms or provisions of the Servicing
Agreement which amendment, modification, waiver or other alteration would in
any
way affect the Mortgage Loans or the Servicer’s performance under the Servicing
Agreement with respect to the Mortgage Loans without the prior written consent
of the Trustee and the Master Servicer.
4. Notwithstanding
any statement to the contrary in Section 3 above, the Seller shall and does
hereby acknowledge that the indemnification provisions set forth in Sections
3.03, 8.01 and 9.01(f) of the Master Servicing Agreement shall be available
to
and for the benefit of the Seller, SASCO and the Trust (including the Trustee
and the Master Servicer acting on the Trust’s behalf).
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5. The
Servicer hereby acknowledges that Xxxxx Fargo Bank, N.A. has been appointed
as
the master servicer of the Mortgage Loans pursuant to the Trust Agreement and,
therefore, has the right to enforce all obligations of the Servicer under the
Servicing Agreement. Such rights will include, without limitation, the right
to
terminate the Servicer under the Servicing Agreement upon the occurrence of
an
Event of Default thereunder, the right to receive all remittances required
to be
made by the Servicer under the Servicing Agreement, the right to receive all
monthly reports and other data required to be delivered by the Servicer under
the Servicing Agreement, the right to examine the books and records of the
Servicer, indemnification rights and the right to exercise certain rights of
consent and approval relating to actions taken by the Servicer. All assessments,
reports and certifications required to be delivered by the Servicer under this
Agreement and the Servicing Agreement shall include the Master Servicer as
an
addressee, and the Master Servicer shall be entitled to rely on all such
assessments, reports and certifications.
6. Representations.
The
Servicer shall not be obligated or required to make any further representations
and warranties regarding the characteristics of the Mortgage Loans in connection
with the transactions contemplated by the Trust Agreement and issuance of the
Certificates pursuant thereto. The Servicer does hereby make the representations
made in Section 3.01 of the Master Servicing Agreement as of the Closing
Date.
7. Notices.
All
notices, consents, certificates and other communications required to be
delivered between or among the parties hereto (including any third party
beneficiary thereof) or required to be provided to the Trustee shall be in
writing, may be in the form of facsimile or electronic transmission, 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 and other written information required to be delivered to the Master
Servicer under this Agreement shall be delivered to the Master Servicer at
the
following address:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000-0000
Attention:
Xxxxxx Xxxxxxxxx Xxxxxxxxxx, Xxxxxxxxx 0000-0
Telephone:
(000) 000-0000
Telecopier:
(000) 000-0000
All
remittances required to be made to the Master Servicer under this Agreement
shall be made to the following wire account:
Xxxxx
Fargo Bank, N.A.
ABA#
000-000-000
Account
Name: SAS Clearing
Account
No. 0000000000
FFC:
50934700, Xxxxxxxxx 2006-4
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All
notices and
other
written information
required
to be delivered to the Trustee hereunder shall be delivered to the Trustee
at
the following address:
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention:
Xxxxxxxxx 2006-4
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
All
notices and
other
written information
required
to be delivered to the
Seller hereunder
shall be delivered to it at the following address:
Xxxxxxxxx
Mortgage Home Loans, Inc.
000
Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx
Xx,
Xxx Xxxxxx 00000
Attention:
Xxxxxxx Xxxxx (Xxxxxxxxx 2006-4)
Telephone:
(000)
000-0000
Facsimile:
(000) 000-0000
All
notices and written information required to be delivered to the Servicer
hereunder shall be delivered to the Servicer at the following
address:
Xxxxx
Fargo Bank, N.A.
1
Home
Campus
Xxx
Xxxxxx, Xxxx 00000-0000
Attention:
Xxxx X. Xxxxx, MAC X2401-042
Fax:
000-000-0000
with
a
copy to:
Xxxxx
Fargo Bank, N.A.
1
Home
Campus
Xxx
Xxxxxx, Xxxx 00000-0000
Attention:
General Counsel MAC X2401-06T
8. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW RULES EXCEPT FOR
SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WHICH SHALL APPLY
HERETO.
9. 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.
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10. 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 Servicing Agreement.
11. REMIC
Status.
The
Servicer is hereby notified, and the Servicer hereby acknowledges such notice,
that the Mortgage Loans will be held in a securitization pursuant to which
a
REMIC election will be made.
12. Limitation
of Liability.
It is
expressly understood and agreed by the parties hereto that (a) this Agreement
is
executed and delivered by LaSalle Bank National Association (“LaSalle Bank”),
not individually or personally but solely as the Trustee of the Trust, in the
exercise of the powers and authority conferred and vested in it, (b) the
representations, warranties, covenants, undertakings and agreements herein
made
on the part of the Trustee are made and intended not as personal
representations, undertakings and agreements by LaSalle Bank but are made and
intended for the purpose of binding on the Trust, (c) nothing herein contained
shall be construed as creating any liability on LaSalle Bank, individually
or
personally, to perform any covenant either expressly or implied contained
herein, all such liability, if any, being expressly waived by the parties who
are signatories to this Agreement and by any person claiming by, through or
under such parties and (d) under no circumstances shall LaSalle Bank be
personally liable for payment of any indemnity, indebtedness, fees or expenses
of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this
Agreement.
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Executed
as of the day and year first above written.
XXXXXXXXX
MORTGAGE HOME LOANS, INC., as Seller
By:
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
Senior
Vice President
XXXXX
FARGO BANK, N.A., as Servicer
By:
/s/
Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Senior Vice President
XXXXXXXXX
MORTGAGE SECURITIES TRUST 2006-4
BY: LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual
capacity,
but solely as Trustee on behalf of
the
Trust
By:
/s/ Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Vice President
Acknowledged
By:
XXXXX
FARGO BANK, N.A.
as
Master
Servicer
By:
/s/ Xxxxx X. Xxxxxxxxx
Name:
Xxxxx Xxxxxxxxx
Title:
Vice President
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EXHIBIT
A
Modifications
to the Servicing Agreement
1. The
definition of “Business Day” in Article I is hereby amended to read as
follows:
Business
Day:
Any day
other than (a) a Saturday or Sunday or (b) a day on which banking and savings
and loan institutions in the States of California, Delaware, New York, Maryland,
Minnesota, or Iowa are authorized or obligated by law or executive order to
be
closed.
2. The
definition of “Qualified Substitute Mortgage Loan” in Article I is hereby
amended by the addition of the following language at the end of the first
sentence thereof:
and
(xii)
qualify as a Qualified Substitute Mortgage Loan under the Trust
Agreement.
3. The
definition of “Repurchase Price” in Article I is hereby amended to read as
follows:
Repurchase
Price.
Unless
agreed otherwise by the Purchaser and the Company, a price equal to (i) the
Stated Principal Balance of the Mortgage Loan plus (ii) interest on such Stated
Principal Balance at the Mortgage Loan Remittance Rate from the date on which
interest has last been paid and distributed to the Purchaser through the last
day of the month in which such repurchase takes place, less amounts received
or
advanced in respect of such repurchased Mortgage Loan which are being held
in
the Custodial Account for distribution in the month of repurchase.
4. A
new
definition of “Document Transfer Event” is hereby added to Article I to read as
follow:
Document
Transfer Event.
The day
on which (i) Xxxxx Fargo Bank, N.A. or any successor thereto is no longer the
servicer of any of the Mortgage Loans, (ii) the senior, unsecured long-term
debt
rating of Xxxxx Fargo Home Mortgage, a division of Xxxxx Fargo Bank, N.A.,
is
less than “BBB-” by Fitch Ratings or (iii) any Rating Agency requires the
Company to deliver the Retained Mortgage Files (as defined in the Sale
Agreement) to the Custodian.
5. Section
4.01 (Company to Act as Servicer) is modified to add the following at the end
of
the second paragraph:
“Further,
with respect to any permitted modification, the Company shall determine, in
consultation with counsel, that such a change would not be treated as a
“significant modification” that would cause a deemed exchange under Section
1001(a) of the Code or applicable temporary or final regulations thereunder
at
any time when the Mortgage Loan is held by a REMIC or grantor
trust.”
-7-
6. Section
4.04 (Establishment of and Deposits to Custodial Account) is hereby amended
by
deleting the language “Bank of America, National Association, its successors or
assigns, and/or subsequent purchasers of Mortgage Loans - P&I” at the end of
the first sentence in the first paragraph and replacing it with the phrase
“Xxxxxxxxx Mortgage Securities Trust 2006-4.”
7. Section
4.05 (Permitted Withdrawals From Custodial Account) is hereby amended by
deleting clause (vii) and replacing it with the following:
“(vii) to
reimburse itself for any Monthly Advances, Servicing Advances and REO expenses
after liquidation of the Mortgaged Property not otherwise reimbursed
above;”
8. Section
4.06 (Establishment of Deposits to Escrow Accounts) is hereby amended by
deleting the phrase “Bank of America, National Association, its successors and
assigns, and/or subsequent purchasers of Residential Mortgage Loans and various
Mortgagers - T&I” at the end of the first sentence of the first paragraph,
and replacing it with the phrase “Xxxxxxxxx Mortgage Securities Trust
2006-4.”
9. Section
4.16 (Title, Management and Disposition of REO Property) is hereby amended
by:
(i) deleting
the first paragraph and replacing it with the following:
“In
the
event that title to the 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.”
(ii) deleting
the second paragraph in its entirety;
(iii) deleting
the phrase “In the event the Purchaser does not elect to manage an REO Property,
“ from the third paragraph (before the amendment made by (ii)
above).
10. Section
4.30 (Delivery of Retained File) is added to the Master Servicing Agreement
to
read as follows:
Within
60
days of the occurrence of a Document Transfer Event, the Company shall deliver
to the Trustee or any other party per written instructions from the Trustee,
the
additional documents from its Retained Mortgage File (as defined in the Sale
Agreement).
-8-
11. Section
5.01 (Remittances) is hereby amended by deleting the first and second use of
the
phrase “Business Day” in the second paragraph and replacing it with the phrase
“Remittance Date.”
12. Section
12.01 (Successor to Company) is hereby amended by:
(i) replacing
the words “Prior to” with the word “Upon” in the first line of the first
paragraph thereto;
(ii) adding
the phrase “, in accordance with the Trust Agreement,” after the word “shall” in
the second line of the first paragraph thereto; and
(iii) adding
the following sentence immediately after the first sentence of the first
paragraph:
Any
successor to the Company shall be subject to the approval of the Master Servicer
and each Rating Agency, as evidenced by a letter from such Rating Agency
delivered to the Trustee that the transfer of servicing will not result in
a
qualification, withdrawal or downgrade of the then-current rating of any of
the
Certificates.
(iv) adding
the following paragraph after the fourth paragraph thereof:
Except
as
otherwise provided in this Agreement, all reasonable costs and expenses incurred
in connection with any transfer of servicing due to an Event of Default under
Section 10.01, 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 Company hereunder,
or of transferring the Mortgage Files and the other necessary data, including
the completion, correction or manipulation of such servicing data as may be
required to correct any errors or insufficiencies in the servicing data, to
the
successor servicer shall be paid by the terminated or resigning Company from
its
own funds without reimbursement.
13. New
Section 12.21 (Intended Third Party Beneficiaries) is added to the Servicing
Agreement to read as follows:
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Section
12.21. 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 Trustee, on behalf of the Trust, receive
the benefit of the provisions of this Agreement as intended third party
beneficiary of this Agreement to the extent of such provisions. The Company
shall have the same obligations to the Trustee as if it were a party to this
Agreement, and the Trustee, on behalf of the Trust, shall have the same rights
and remedies to enforce the provisions of this Agreement as if it were a party
to this Agreement. The Company 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 and the indemnification obligations) shall
terminate upon termination of the Trust pursuant to the Trust
Agreement.
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EXHIBIT
B
Master
Servicing Agreement
-11-
EXHIBIT
C
Assignment,
Assumption and Recognition
-12-
SCHEDULE
I
Mortgage
Loan Schedule
(delivered
to the Trustee in electronic format)
