EXHIBIT 99.7
EXECUTION
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of May, 2001, 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, adjustable 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-WL-1 (the "Servicing Agreement"), dated as
of October 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 May 30, 2001 (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 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 "Mortgage Loans") to Structured Asset
Securities Corporation, a Delaware special purpose corporation ("SASCO"),
which in turn has conveyed the Mortgage Loans to Bank One, National
Association (the "Trustee"), pursuant to a trust agreement dated as of May 1,
2001 (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"), Washington Mutual Mortgage Securities Corp., as an additional
master servicer, The Chase Manhattan Bank, as securities administrator and
SASCO.
WHEREAS, Xxxxxx Capital desires that the Servicer continue to service
the 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 Mortgage Loans, but
only to the extent provided herein and that this Agreement shall constitute a
"reconstitution" of 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.
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 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 May 1, 2001, between LaSalle Bank
N.A. and the Trustee.
3. 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.
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 June 18, 2001 to the Trust Fund is to include principal
collected after May 1, 2001 (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 Mortgage Loans in accordance with the provisions of this
Agreement. The Master Servicer, acting on behalf of the Trustee and the SASCO
2001-8A 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
Servicing Agreement and the term "Purchaser" as used in the 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. Compliance with HOEPA. The Servicer is currently in compliance
with the Home Ownership and Equity Protection Act ("HOEPA") and will continue
to operate its business in compliance with HOEPA.
8. 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 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.
9. Accounts. Each of the Custodial Account and the Escrow Account
shall be segregated Eligible Accounts titled "Chase Manhattan Mortgage
Corporation, in trust for SASCO 2001-8A Trust Fund."
10. 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/ALS 2001-8A
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/ALS 2001-8A
All notices required to be delivered to the Trustee hereunder shall
be delivered to the Trustee at the following address:
Bank One, National Association
0 Xxxx Xxx Xxxxx
Xxxx Xxxxx 0X0 - 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Corporate Trust Services, SASCO/ALS 2001-8A
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.
11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS THE STATE OF NEW YORK, NOTWITHSTANDING NEW YORK
OR OTHER CHOICE OF LAW RULES TO THE CONTRARY.
12. 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/ Xxxxxxx Xxxxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
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/ E. Xxxx Xxxxxxxxxx
--------------------------------------------------
Name: E. Xxxx Xxxxxxxxxx
Title: Exec. Vice President
BANK ONE, NATIONAL ASSOCIATION,
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 adding the
following sentence after the third sentence of the second paragraph:
Promptly after the execution of any assumption, modification,
consolidation or extension of any Mortgage Loan, the Seller shall
forward to the Master Servicer copies of any documents evidencing
such assumption, modification, consolidation or extension.
3. Section 4.04 (Establishment of Custodial Accounts; Deposits in Custodial
Accounts) is hereby amended by adding the following language to the end
of subsection (xi):
(from its own funds without reimbursement therefor; provided that
the Servicer's obligation as to payment of such amount shall be
limited to the Servicing Fee earned during the month of the
distribution)
4. 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.
5. Section 6.04 (Annual Statement as to Compliance) is hereby amended by
replacing "September 30" with "April 30".
6. 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, judgments,
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 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 judgment 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.
7. Section 9.01 is hereby amended by changing all references to "Purchaser"
in the paragraph following clause (ix) of such section to "Master
Servicer."
8. Section 9.02 (Waiver of Default) is hereby amended by changing the
reference to "Purchaser" therein to the "Master Servicer".
9. Section 10.02 (Termination Without Cause) is hereby amended by changing
all references to "Purchaser" in such section to "Xxxxxx Capital".
10. 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 for 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.
11. 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
Purchase Agreement
SCHEDULE I
Mortgage Loan Schedule
