Execution
RECONSTITUTED SERVICING AGREEMENT
THIS RECONSTITUTED SERVICING AGREEMENT (this "Agreement"), entered
into as of the 1st day of January, 2000, by and between XXXXXX CAPITAL, A
DIVISION OF XXXXXX BROTHERS HOLDINGS INC., a Delaware corporation ("Xxxxxx
Capital"), and LIFE BANK, a federal banking institution chartered under the
laws of the United States ("the Servicer"), recites and provides as follows:
RECITALS
WHEREAS, Xxxxxx Capital has conveyed certain Mortgage Loans
identified on Schedule I hereto (the "Serviced Mortgage Loans") to Structured
Asset Securities Corporation ("SASCO"), which in turn has conveyed the
Serviced Mortgage Loans to First Union National Bank, a national banking
association, as trustee (the "Trustee") under a trust agreement dated as of
January 1, 2000 (the "Trust Agreement"), among the Trustee, Norwest Bank
Minnesota, National Association, as master servicer ("Norwest," and, together
with any successor Master Servicer appointed pursuant to the provisions of the
Trust Agreement, the "Master Servicer") and SASCO.
WHEREAS, multiple classes of certificates (the "Certificates"),
including the Class X Certificate, will be issued on the Closing Date pursuant
to the Trust Agreement, and Xxxxxx Brothers Inc. or a nominee thereof
(together with any successor in interest thereto and any permitted assignee or
transferee thereof, the "Directing Holder") is expected to be the initial
registered holder of the Class X Certificate.
WHEREAS, Xxxxxx Capital desires that the Servicer service the
Serviced Mortgage Loans, and the Servicer has agreed to do so, subject to the
rights of the Directing Holder and the Master Servicer to terminate the rights
and obligations of the Servicer hereunder as set forth herein and to the other
conditions set forth herein.
WHEREAS, Xxxxxx Capital and the Servicer agree that the provisions of
the Seller's Warranties and Servicing Agreement, dated May 21, 1999 (Fixed and
Adjustable Rate, Conventional First Lien Mortgage Loans), Group 0000-0 (xxx
"XXXX") shall apply to the Serviced Mortgage Loans only to the extent provided
herein and that this Reconstituted Servicing Agreement shall govern the
Serviced Mortgage Loans for so long as such Serviced Mortgage Loans remain
subject to the provisions of the Trust Agreement.
WHEREAS, Norwest 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
certain circumstances, to terminate the rights and obligations of the Servicer
under this Servicing Agreement.
WHEREAS, Xxxxxx Capital and the Servicer intend that each of the
Master Servicer and the Directing Holder 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 SWSA between
Xxxxxx Capital and the Servicer incorporated by reference herein, shall have
the meanings ascribed to such terms in the Trust Agreement.
2. 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
SWSA, except as otherwise provided herein and on Exhibit A hereto, and that
the provisions of the SWSA, as so modified, are and shall be a part of this
Agreement to the same extent as if set forth herein in full.
3. 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 trust fund (the "Trust Fund") created pursuant to the Trust
Agreement, shall have the same rights as the "Purchaser" (as defined in the
SWSA) to enforce the obligations of the Servicer under the SWSA and the term
"Purchaser" as used in the SWSA shall refer to the Master Servicer or the
Trustee as the context requires. 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, as provided in Article X of the SWSA.
4. No Representations. Other than those representations and
warranties made by the Servicer in Article III of the SWSA, neither the
Servicer nor the Master Servicer shall be obligated or required to make any
representations and warranties regarding the Serviced Mortgage Loans in
connection with the transactions contemplated by the Trust Agreement and
issuance of the Certificates issued pursuant thereto.
5. Notices. All notices and communications between or among the
parties hereto 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 electronic mail, when 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.
6. Governing Law. THIS SERVICING 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.
8. Reconstitution. Xxxxxx Capital 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 SWSA.
9. Notices and Remittances to the Master Servicer and Trustee. All
notices required to be delivered to the Master Servicer under this Agreement
shall be delivered to the Master Servicer at the following address:
Norwest Bank Minnesota, National Association
00000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Master Servicing Department, ARC 2000-BC1
All remittances required to be made to the Master Servicer under this
Agreement shall be made to the following wire account:
Norwest Bank Minnesota, National Association
Minneapolis, Minnesota
ABA#: 000-000-000
Account Name: Corporate Trust Clearing
Account Number: 0000000000
For further credit to: # 13633800, ARC 2000-BC1
All notices required to be delivered to the Trustee hereunder shall
be delivered to the Trustee at the following address:
First Union National Bank
000 X. Xxxxx Xxxxxx - N.C. 1179
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Structured Finance Trust Services
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
10. Errors and Omissions Insurance. The Servicer shall keep in force
during the term of this Agreement a fidelity bond and a policy or policies of
insurance covering errors and omissions in the performance of the Servicer's
obligations under this Agreement. Such fidelity bond and policy or policies
shall be maintained with recognized insurers and shall be in such form and
amount as would permit the Servicer to be qualified as a FNMA or FHLMC
seller-servicer. The Servicer shall be deemed to have complied with this
provision if an affiliate of the Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Servicer. The Servicer
shall furnish to the Master Servicer a copy of each such bond and insurance
policy upon receipt thereof by the Servicer.
Executed as of the day and year first above written.
XXXXXX CAPITAL, A DIVISION OF
XXXXXX BROTHERS HOLDINGS INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Executive Vice President
LIFE BANK
By: /s/ W. Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Senior Vice President
EXHIBIT A
Modifications to the SWSA
1. The definition of "Custodial Agreement" in Article I is hereby amended
in its entirety to read as follows:
Custodial Agreement: The custodial agreement relating to the
custody of the Serviced Mortgage Loans among (i) U.S. Bank
Trust National Association, as Custodian, the Trustee and
Structured Asset Securities Corporation (the "Depositor").
2. The definition of "Custodian" in Article I is hereby amended in its
entirety to read as follows:
Custodian: U.S. Bank Trust National Association or its
successor in interest or assigns or any successor to the
Custodian under the Custodial Agreement as provided therein.
3. The definition of "Prepayment Interest Shortfall Amount" in Article I
is hereby amended by amending the parenthetical in the fourth line
thereof to read as follows:
"(net of related Servicing Fee for Principal Prepayments in
full only)".
4. The definition of "Qualified Depository" in Article I is hereby
amended in its entirety to read as follows:
Qualified Depository: Either (i) a depository the accounts
of which are insured by the FDIC through the BIF or the SAIF
and the debt obligations of which are rated AA or better by
S&P, Duff & Xxxxxx, Fitch or Xxxxx'x or (ii) the corporate
trust department of any bank the debt obligations of which
are rated at least A-1 or its equivalent by either of Fitch
or Duff & Xxxxxx and S&P or Xxxxx'x.
5. The definition of "Remittance Date" is hereby restated in its
entirety to read as follows:
Remittance Date: The 18th calendar day (or if such 18th
calendar day is not a Business Day, the first Business Day
immediately following) of any month.
6. Section 4.04 (Establishment of and Deposits to Custodial Account) is
hereby amended as follows:
(a) the words "in trust for the Purchaser of Conventional
Residential Adjustable and Fixed Rate Mortgage Loans, Group
No. 1999-1" in the fourth and fifth lines of the first
sentence of the first paragraph shall be replaced by the
following: "in trust for Norwest Bank Minnesota,
National Association, as Master Servicer for the
ARC 2000-BC1 Trust".
(b) by deleting the word "and" at the end of clause (vii),
by removing the period at the end of clause (viii) and
replacing it with a semi-colon followed by the word
"and", and by adding a new clause (ix) to read as
follows:
(xi) the amount of any Prepayment Interest
Shortfall Amount required to be paid by the
Servicer pursuant to Section 7.01.
7. Section 4.05 (Permitted Withdrawals From Custodial Account) is hereby
amended as follows:
(a) by deleting the word "and" at the end of clause (vi), by
removing the period at the end of clause (vii) and
replacing it with a semi-colon followed by the word
"and", and by adding a new clause (viii) to read as
follows:
to reimburse itself for Monthly Advances of the
Servicer's funds made pursuant to Section 7.03, it
being understood that in the case of any such
reimbursement, the Servicer's right thereto shall
be prior to the rights of the Trust Fund.
8. Section 4.06 (Establishment of and Deposits to Escrow Account) shall
be amended by deleting the words "Purchaser of Conventional
Residential Fixed and Adjustable Rate Mortgage Loans, Group No.
1999-1" in the fourth, fifth and sixth lines of the first sentence of
the first paragraph, and replacing it with the following:
"in trust for Norwest Bank, Minnesota, National Association,
as Master Servicer for the ARC 2000-BC1 Trust".
9. Section 5.02 (Statements to Purchaser) is hereby amended by (i)
replacing the words "Remittance Date" with the "10th Calendar Day of
the Month (or if such day is not a Business Day, the next succeeding
Business Day)" in the first sentence thereof and (ii) inserting the
following sentence at the end of the first paragraph of such Section:
"Such Monthly Remittance Advice shall also include on a
cumulative and aggregate basis (i) the amount of claim
filed, (ii) the amount of any claim payments made and (iii)
the amount of claims denied with respect to those Serviced
Mortgage Loans covered by the loan-level primary mortgage
insurance policies provided by MGIC and PMI Mortgage
Insurance Co. or any other provider of primary mortgage
insurance purchased by the Trust (collectively, the "PMI
Policies").
10. Section 6.04 (Annual Statement as to Compliance) is hereby amended by
replacing the words "March 31st" and "March 31, 2000" in the first
and second lines of the first sentence with the words "April 30" and
"April 30, 2001", respectively.
11. Section 6.05 (Annual Independent Accountants' Servicing Report) is
hereby amended by replacing the words "March 31st" and "March 31,
2000" in the first line of the first sentence with the words "April
30th and "April 30, 2001", respectively.
12. The first two paragraphs of Section 11.02 (Termination Without Cause)
are hereby deleted and replaced with the following:
At the sole discretion of the Directing Holder, the
Directing Holder may terminate the rights and obligations of the
Servicer under this Agreement. Any such termination shall be with 30
days' prior notice, in writing and delivered to the Trustee, the
Master Servicer and the Servicer by registered mail as provided in
Section 12.05. The Master Servicer or the Trustee shall have no right
to terminate the Servicer pursuant to the foregoing sentences of this
Section 11.02. In the event this Agreement is terminated by the
Directing Holder pursuant to this Section 11.02, the Directing Holder
shall pay the Company a termination fee in an amount equal to 1% of
the outstanding principal balance of the Mortgage Loans as of the
date of such termination.
13. A new Section 12.12 (Intended Third Party Beneficiaries) is added to
the SWSA to read as follows:
Section 12.12 Intended Third Party Beneficiaries.
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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 Master Servicer and the Directing Holder receive the benefit of
the provisions of this Agreement as intended third party
beneficiaries of this Agreement to the extent of such provisions. The
Servicer shall have the same obligations to the Master Servicer and
the Directing Holder as if they were parties to this Agreement, and
the Master Servicer and the Directing Holder shall have the same
rights and remedies to enforce the provisions of this Agreement as if
they were parties to this Agreement. The Servicer 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 hereunder (other than the right to
indemnification) shall terminate upon termination of the Trust
Agreement and of the Trust Fund pursuant to the Trust Agreement.
