AMENDMENT NO. 1 to TRUST AGREEMENT Dated as of June 1, 2006 by and among STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., as Credit Risk Manager, and as...
EXECUTION
AMENDMENT
NO. 1
to
Dated
as
of June 1, 2006
by
and
among
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
AURORA
LOAN SERVICES LLC, as Master Servicer,
OFFICETIGER
GLOBAL REAL ESTATE SERVICES INC., as Credit Risk Manager,
and
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
FIRST
FRANKLIN MORTGAGE LOAN TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES
SERIES
2006-FF10
Dated
and
effective as of November 1, 2006
This
Amendment No. 1 to Trust Agreement, dated and effective as of November 1,
2006,
by and among Structured Asset Securities Corporation, as Depositor, Aurora
Loan
Services LLC, as Master Servicer, and U.S. Bank National Association, as
Trustee, recites and provides as follows:
RECITALS
WHEREAS,
in connection with the issuance of the First Franklin Mortgage Loan Trust
Mortgage Pass-Through Certificates, Series 2006-FF10 (the “Certificates”),
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
LLC,
as Master Servicer, OfficeTiger Global Real Estate Services Inc., as Credit
Risk
Manager and U.S. Bank National Association, as Trustee, have entered into
a
Trust Agreement, dated as of June 1, 2006 (the “Trust Agreement”), for the
purpose of creating a trust fund (the “Trust Fund”), the assets of which consist
primarily of two pools of Mortgage Loans;
WHEREAS,
the Depositor, the Master Servicer, 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, 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 LT-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.
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(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 each Mortgage Pool and 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
in
such Mortgage Pool during the related Collection Period by the Servicer,
the
Master Servicer or the Trustee (solely in its capacity as successor master
servicer), minus
(x) the
Servicing Fee with respect to such Mortgage Loans in such Mortgage Pool and
(y)
previously unreimbursed Advances due to the Servicer, the Master Servicer
or the
Trustee (solely in its capacity as successor master servicer) to the extent
allocable to interest and the allocable portion of previously unreimbursed
Servicing Advances with respect to such Mortgage Loans to the extent allocable
to interest, (2) any amounts actually paid by the Servicer with respect to
Prepayment Interest Shortfalls and any Compensating Interest Payments with
respect to such Mortgage Loans and the related Prepayment Period, (3) the
portion of any Purchase Price (or PPTL Purchase Price payable with respect
to a
First Payment Default Loan excluding any PPTL Premium) or Substitution Amount
paid with respect to such Mortgage Loans during the related Prepayment Period
allocable to interest and (4) all Net Liquidation Proceeds, Subsequent
Recoveries, Insurance Proceeds and any other recoveries collected with respect
to such Mortgage Loans during the related Prepayment Period, to the extent
allocable to interest, for each Mortgage Pool, as
reduced by
(b) the
product of (i) the applicable Pool Percentage for such Distribution Date
and
(ii) any other costs, expenses or liabilities reimbursable to the Trustee,
the Master Servicer, the Custodian and the Servicer to the extent provided
in
this Agreement, the Servicing Agreement and the 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.
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(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 Transfer Agreement, the principal portion of the
funds (including the Transferor Purchase Price in the case of a First Payment
Default 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 Transferor 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(f)(viii).
Section
5.02(f)(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 REMIC 1 to Class LT-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. 1, except as otherwise stated herein, terms
used
in capitalized form in this Amendment No. 1 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. 1, 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. 1, 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. 1 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. 1 and shall
in
no way affect the validity or enforceability of the other provisions of this
Amendment No. 1 or of the Certificates or the rights of the Holders
thereof.
Section
2.05 Counterparts.
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This
Amendment No. 1 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. 1.
This
Amendment No. 1 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. 1 are for convenience of reference
only, and shall not be used in the interpretation hereof.
Section
2.08 Effectiveness.
This
Amendment No. 1 shall become effective as of the date first written
above.
Section
2.09 Governing
Law.
THIS
AMENDMENT NO. 1 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
CORPORATION,
as Depositor
By:
/s/
Xxxxx X. Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Senior Vice President
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Vice President
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
By:
/s/
Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
Exhibit
A
FORM
OF OPINION OF COUNSEL
DELIVERED
PURSUANT TO SECTION 11.03
OF
THE TRUST AGREEMENT
November
1, 2006
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx
0xx
Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Structured Finance—FFMLT 2006-FF10
| Re: |
Amendment
No. 1 to Trust
Agreement
|
Ladies
and Gentlemen:
You
have
requested our opinion in connection with the execution of Amendment No. 1,
dated
as of November 1, 2006 (“Amendment No. 1”), to the Trust Agreement (the
“Original Agreement”) dated as of June 1, 2006, among Structured Asset
Securities Corporation, in its capacity as depositor (the “Depositor”), Aurora
Loan Services LLC, as master servicer, OfficeTiger Global Real Estate Services
Inc., as Credit Risk Manager and U.S. Bank National Association, as
trustee.
Section
11.03(b) of the Original Agreement provides that the Agreement may be amended
from time to time by the parties thereto with the consent of the Holders
of not
less than 66 2/3% of the Class Principal Amount (or Percentage Interest)
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 this
Agreement or of modifying in any manner the rights of the Holders” and provided
that such amendment does not adversely affect the status of any REMIC created
pursuant to the Original Agreement. Section 11.03(b) provides further that,
prior to entering into any such amendment, the Trustee may require an Opinion
of
Counsel to the effect that such amendment is permitted under such
Section.
As
counsel for the Depositor, we have examined and relied upon originals or
copies,
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and other documents, and have made such examination
of
law, as we have deemed necessary or appropriate for the purpose of this opinion.
In our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies or by facsimile or other
means of electronic transmission, and the authenticity of the originals of
such
latter documents. As to facts relevant to the opinions expressed herein and
the
other statements made herein, we have relied without independent investigation
upon certificates and oral or written statements and representations of officers
and other representatives of the Depositor and others. We have assumed that
there is not and will not be at any time any agreement among the parties
to
Amendment No. 1 that modifies or otherwise supplements the agreements of
those
parties as expressed in the Original Agreement and Amendment No. 1.
We
have
relied upon and assumed the sufficiency under the Trust Agreement of the
Letters
of Consent executed by Xxxxxx Brothers Inc., as holder of the Class LT-R
Certificates and attached as Exhibit A hereto (the “Letters of
Consent”).
Capitalized
terms used and not defined herein have the meanings assigned to them in the
Original Agreement.
_____________________________________
The
advice below was not written to be used, is not intended to be used and cannot
be used by any taxpayer for purposes of avoiding United States federal income
tax penalties that may be imposed. The advice is written to support the
promotion or marketing of the transaction addressed in this opinion. Each
taxpayer should seek advice based on the taxpayer’s particular circumstances
from an independent tax advisor.
We
are
providing the foregoing disclaimer to satisfy obligations we have under Circular
230, governing standards of practice before the Internal Revenue
Service.
_______________________________________
Based
upon the foregoing, we are of the opinion that:
(i) The
execution of Amendment No. 1 by the Trustee is permitted under Section 11.03(b)
of the Original Agreement; and
(ii) For
federal income tax purposes, the amendment of the Original Agreement by
Amendment No. 1 will not cause any REMIC created under the Original Agreement
to
fail to qualify as a REMIC within the meaning of Section 860D of the Code
at any
time the Certificates are outstanding.
The
foregoing opinions and other statements are subject to the following
qualifications, exceptions, assumptions and limitations:
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A.
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Members
of our firm are admitted to the bar of the State of New York and
the
foregoing opinions are limited to matters arising under the federal
laws
of the United States of America and the laws of the State of New
York. We
express no opinion as to the laws, rules or regulations of any
other
jurisdiction, or as to the municipal laws or the laws, rules or
regulations of any local agencies or governmental authorities of
or within
the State of New York, or in each case as to any matters arising
thereunder or relating thereto.
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B.
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With
respect to the Original Agreement, Amendment No. 1 and any other
instrument or agreement (each, an “Agreement”) executed or to be executed
by any party (each, a “Party”), we have assumed, to the extent relevant to
the opinions set forth herein, that (i) such Party (if not a natural
person) has been duly organized and is validly existing and in
good
standing under the laws of the jurisdiction of its organization
and has
full right, power and authority to execute, deliver and perform
its
obligations under each Agreement to which it is a party and (ii)
each
Agreement has been duly authorized (if applicable), executed and
delivered
by, and is a valid, binding and enforceable agreement or obligation,
as
the case may be, of such Party.
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C.
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In
rendering the opinion set forth in subparagraph (ii) above, we
have relied
on the Internal Revenue Code of 1986, as amended, U.S. Department
of
Treasury regulations issued pursuant thereto in temporary or final
form,
and various judicial and administrative precedents, any or all
of which
are subject to change, which change may be retroactively effective.
We
undertake no obligation to update this opinion in the event of
any such
changes.
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This
letter is solely for your benefit in connection with the transaction described
in the first paragraph above and may not be relied upon by any other person,
nor
may this letter be relied upon by you for any other purpose, without our
prior
written consent. We confirm, however, that we are placing no limitation on
disclosure of the tax treatment or tax structure of the transaction that
is the
subject of this opinion.
Very
truly yours,
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EXHIBIT
A
LETTER
OF
CONSENT
(CLASS
LT-R CERTIFICATES)
A-1
November
1, 2006
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx
0xx
Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Structured Finance—FFMLT 2006-FF10
|
Re:
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First
Franklin Mortgage Loan Trust
|
|
|
Mortgage
Pass-Through Certificates, Series
2006-FF10
|
Ladies
and Gentlemen:
Reference
is made to the Trust Agreement dated as of June 1, 2006 (the “Trust Agreement”)
among Structured Asset Securities Corporation, as depositor (the “Depositor”),
Aurora Loan Services LLC, as master servicer (the “Master Servicer”),
OfficeTiger Global Real Estate Services Inc., as credit risk manager (“Credit
Risk Manager”) and U.S. Bank National Association, as trustee (the “Trustee”),
and Amendment No. 1 to the Trust Agreement, (the “Amendment”) dated and
effective as of November 1, 2006, by and among the Depositor, the Master
Servicer, the Securities Administrator and the Trustee. Unless otherwise
defined
herein, all capitalized terms used herein shall be defined as set forth in
the
Trust Agreement.
The
undersigned, as Holders of 100% of the Percentage Interest of the Class LT-R
Certificates, such Class of Certificates being a Class affected by the
Amendment, hereby consent to the Amendment, a copy of which is attached hereto
as Exhibit A.
*
* * *
*
A-2
Very
truly yours,
XXXXXX
BROTHERS INC.
By:
/s/
Xxxxx X. Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Senior Vice President
A-3
