AMENDMENT NO. 2 to TRUST AGREEMENT Dated as of January 1, 2006 by and among STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, WELLS FARGO BANK, N.A., as Securities Administrator, RISK MANAGEMENT...
EXECUTION
AMENDMENT
NO. 2
to
Dated
as
of January 1, 2006
by
and
among
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
AURORA
LOAN SERVICES LLC, as Master Servicer,
XXXXX
FARGO BANK, N.A., as Securities Administrator,
RISK
MANAGEMENT GROUP, LLC, as Credit Risk Manager,
and
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
STRUCTURED
ASSET INVESTMENT LOAN TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-1
Dated
and
effective as of August 24, 2006
This
Amendment No. 2 to Trust Agreement, dated and effective as of August 24, 2006,
by and among Structured Asset Securities Corporation, as Depositor, Aurora
Loan
Services LLC, as Master Servicer, Xxxxx Fargo Bank, N.A., as Securities
Administrator, and U.S. Bank National Association, as Trustee, recites and
provides as follows:
RECITALS
WHEREAS,
in connection with the issuance of the Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates, Series 2006-1 (the “Certificates”),
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
LLC,
as Master Servicer, Xxxxx Fargo Bank, N.A., as Securities Administrator, Risk
Management Group, LLC, as Credit Risk Manager and U.S. Bank National
Association, as Trustee, have entered into a Trust Agreement, dated as of
January 1, 2006 (the “Trust Agreement”), for the purpose of creating a trust
fund (the “Trust Fund”), the assets of which consist primarily of a pool of
Mortgage Loans;
WHEREAS,
the Depositor, the Master Servicer, the Securities Administrator and the Trustee
desire to amend the Trust Agreement as set forth herein;
WHEREAS,
Section 11.03 of the Trust Agreement provides that the Trust Agreement may
be
amended from time to time by the Depositor, the Master Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of each Class
of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Agreement
or
of modifying in any manner the rights of the Holders, provided such amendment,
as evidenced by an Opinion of Counsel delivered to the Trustee, does not
adversely affect the status of any REMIC created pursuant to the Trust Agreement
or cause a tax to be imposed on any REMIC; and
WHEREAS,
the Trustee has received the Opinion of Counsel required pursuant to Section
11.03 in the form annexed as Exhibit A hereto; and
WHEREAS,
the Trustee has received the consent of the Holders of 100% of the Percentage
Interest of the Class R Certificates, such Class of Certificates being the
sole
Classes affected by this Amendment.
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by
the parties, it is mutually covenanted and agreed as follows:
ARTICLE
I.
AMENDMENTS
TO THE TRUST AGREEMENT
Section
1.01 Amendments
to Definitions.
(a)
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The
definition of “Interest Remittance Amount” is hereby amended in Article I,
Section 1.01 (Definitions) of the Trust Agreement to read in its
entirety
as follows:
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“Interest
Remittance Amount:
With
respect to any Distribution Date, an amount equal to (a) the sum of (1) all
interest collected (other than Payaheads and Prepayment Premiums) or advanced
in
respect of Scheduled Payments on the Mortgage Loans during the related
Collection Period by the applicable Servicers, the Master Servicer or the
Securities Administrator (solely in its capacity as successor master servicer),
minus
(w) the
PMI Insurance Premiums and any state taxes imposed on such premiums, (x) the
Servicing Fee and (y) previously unreimbursed Advances due to the Servicers,
the
Master Servicer or the Securities Administrator (solely in its capacity as
successor master servicer) to the extent allocable to interest and the allocable
portion of previously unreimbursed Servicing Advances, (2) any amounts actually
paid by the Servicers with respect to Prepayment Interest Shortfalls and any
Compensating Interest Payments and the related Prepayment Period (or, in the
case of Mortgage Loans serviced by Aurora or Xxxxx Fargo, the related Collection
Period), (3) the portion of any Purchase Price (or PPTL Purchase Price payable
with respect to a First Payment Default Mortgage Loan excluding any PPTL
Premium) or Substitution Amount paid during the related Prepayment Period (or,
in the case of Mortgage Loans serviced by Aurora or Xxxxx Fargo, the related
Collection Period) allocable to interest and (4) all Net Liquidation
Proceeds, Insurance Proceeds and any other recoveries collected during the
related Prepayment Period (or, in the case of Mortgage Loans serviced by Aurora
or Xxxxx Fargo, the related Collection Period), to the extent allocable to
interest, as
reduced by (b)
any
other costs, expenses or liabilities reimbursable to the Trustee, the Master
Servicer, the Securities Administrator, each Custodian and each Servicer to
the
extent provided in this Agreement, each Servicing Agreement and each Custodial
Agreement; provided,
however,
that in
the case of the Trustee, such reimbursable amounts to the Trustee payable from
the Interest Remittance Amount and Principal Remittance Amount may not exceed
$200,000 during any Anniversary Year. In the event that the Trustee incurs
reimbursable amounts in excess of $200,000, it may seek reimbursement for such
amounts in subsequent Anniversary Years, but in no event shall more than
$200,000 be reimbursed to the Trustee per Anniversary Year. Notwithstanding
the
foregoing, costs and expenses incurred by the Trustee pursuant to Section
6.14(a) in connection with any transfer of servicing shall be excluded from
the
$200,000 per Anniversary Year limit on reimbursable amounts. For the avoidance
of doubt, (i) the Interest Remittance Amount available on each Swap Payment
Date
for distributions to the Swap Account shall be equal to the Interest Remittance
Amount on the related Distribution Date and (ii) the Interest Remittance Amount
for each Distribution Date shall be calculated without regard to any
distributions to the Swap Account on the related Swap Payment Date.
(b)
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The
definition of “PPTL Premium” is hereby added to Article 1, Section 1.01
(Definitions) of the Trust Agreement to read in its entirety as follows:
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“PPTL
Premium:
With
respect to any First Payment Default Mortgage Loan, the excess, if any, of
the
PPTL Purchase Price over the Purchase Price.”
Section
1.02 Amendments
to Section 2.05(a).
The
first
sentence of Section 2.05(a) is hereby amended to read in its entirety as
follows:
(a)
With
respect to any Mortgage Loan repurchased by the Depositor pursuant to this
Agreement, by the Seller pursuant to the Mortgage Loan Sale Agreement or by
the
Transferor pursuant to the applicable Transfer Agreement, the principal portion
of the funds (including the related PPTL Purchase Price in the case of a First
Payment Default Mortgage Loan excluding any PPTL Premium) received by the
Trustee in respect of such repurchase of a Mortgage Loan will be considered
a
Principal Prepayment and the Purchase Price or PPTL Purchase Price shall be
deposited in the Collection Account or a Custodial Account, as
applicable.
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Section
1.03 Amendments
to Section 5.02(d)(viii).
Section
5.02(d)(viii) is hereby added to Article V (Distributions to Holders of
Certificates) of the Trust Agreement to read in its entirety as follows:
“(viii)
an amount equal to the aggregate PPTL Premium during the preceding Prepayment
Period (which, for purposes of compliance with the REMIC Provisions, shall
be
treated as an amount distributed by the Upper-Tier REMIC to Class R
Certificates) shall be distributed to the Class X Certificates.”
ARTICLE
II.
MISCELLANEOUS
PROVISIONS
Section
2.01 Capitalized
Terms.
For
all
purposes of this Amendment No. 2, except as otherwise stated herein, terms
used
in capitalized form in this Amendment No. 2 and defined in the Trust Agreement
have the meanings specified in the Trust Agreement.
Section
2.02 Continuing
Effect.
Except
as
expressly amended by this Amendment No. 2, the Trust Agreement shall remain
in
full force and effect in accordance with its terms.
Section
2.03 References
to Trust Agreement.
From
and
after the execution and delivery of this Amendment No. 2, all references to
the
Trust Agreement in the Trust Agreement, any Certificate or any other document
executed or delivered in connection therewith shall be deemed a reference to
the
Trust Agreement as amended hereby, unless the context expressly requires
otherwise.
Section
2.04 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Amendment
No. 2 shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Amendment No. 2 and shall
in
no way affect the validity or enforceability of the other provisions of this
Amendment No. 2 or of the Certificates or the rights of the Holders
thereof.
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Section
2.05 Counterparts.
This
Amendment No. 2 may be executed in one or more counterparts, each of which
shall
be deemed to be an original, and all of which together shall constitute one
and
the same instrument.
Section
2.06 Binding
Nature of Amendment No. 2.
This
Amendment No. 2 shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section
2.07 Headings
Not To Affect Interpretation.
The
headings contained in this Amendment No. 2 are for convenience of reference
only, and shall not be used in the interpretation hereof.
Section
2.08 Effectiveness.
This
Amendment No. 2 shall become effective as of the date first written
above.
Section
2.09 Governing
Law.
THIS
AMENDMENT NO. 2 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
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IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities
Administrator and the Trustee 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
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CORPORATION,
as Depositor
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By:
/s/ Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
Senior Vice President
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AURORA
LOAN SERVICES LLC,
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as
Master Servicer
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By:
/s/
Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Vice President
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XXXXX
FARGO BANK, N.A.,
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as
Securities Administrator
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By:
/s/
Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
Vice President
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U.S.
BANK NATIONAL ASSOCIATION,
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as
Trustee
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By:
/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
Vice President
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