Exhibit 99.11
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-10(A)) (the "Servicing
Agreement"), dated as of September 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: Corporate Trust Services
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 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.
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
