AMENDMENT NO. 1 to TRUST AGREEMENT by and among STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, AURORA LOAN SERVICES LLC, as Master Servicer, and LASALLE BANK NATIONAL ASSOCIATION, as Trustee LEHMAN XS TRUST MORTGAGE PASS- THROUGH CERTIFICATES,...
EXECUTION
AMENDMENT
NO. 1
to
by
and
among
STRUCTURED
ASSET SECURITIES CORPORATION, as Depositor,
AURORA
LOAN SERVICES LLC, as Master Servicer,
and
LASALLE
BANK NATIONAL ASSOCIATION, as Trustee
▇▇▇▇▇▇
XS
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2007-3
Dated
and
effective as of April 1, 2007
This
Amendment No. 1 to Trust Agreement, dated and effective as of April 1, 2007,
by
and among Structured Asset Securities Corporation, as Depositor, Aurora Loan
Services LLC, as Master Servicer, and LaSalle Bank National Association, as
Trustee, recites and provides as follows:
RECITALS
WHEREAS,
in connection with the issuance of the ▇▇▇▇▇▇ XS Trust Mortgage Pass-Through
Certificates, Series 2007-3 (the “Certificates”), Structured Asset Securities
Corporation, as Depositor, Aurora Loan Services LLC, as Master Servicer, and
LaSalle Bank National Association, as Trustee, have entered into a Trust
Agreement, dated as of February 1, 2007 (the “Trust Agreement”), for the purpose
of creating a trust fund (the “Trust Fund”), the assets of which consist
primarily of a 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(b) 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
and 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 the Trust 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;
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 1-X, Class 2-X and Class 3-X Certificates, each such
Class
of Certificates being a Class affected by this Amendment annexed as Exhibit
B
hereto.
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 Section 1.01.
(a) The
definition of Basis
Risk Shortfall
is
hereby deleted in its entirety and replaced with the following:
“With
respect to any Distribution Date and any Class of Offered Certificates (other
than the Group 4 Certificates), the amount by which the amount of interest
calculated at the Certificate Interest Rate applicable to such Class for such
date (determined without regard to the applicable Net Funds Cap for such date)
exceeds the amount of interest calculated at the applicable Net Funds
Cap.”
2
(b) The
definition of Maximum
Interest Rate
is
hereby deleted in its entirety.
(c) The
definition of Unpaid
Basis Risk Shortfall
is
hereby deleted in its entirety and replaced with the following:
“With
respect to any Distribution Date and any Class of Offered Certificates (other
than the Group 4 Certificates), the aggregate of all Basis Risk Shortfalls
with
respect to such Class remaining unpaid from previous Distribution Dates, plus
interest accrued thereon at the applicable Certificate Interest Rate computed
without regard to the applicable Net Funds Cap.”
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.
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.
3
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 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/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Vice President
AURORA
LOAN SERVICES LLC,
as
Master
Servicer
By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Senior Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
By: /s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Assistant Vice President
Exhibit
A
FORM
OF OPINION OF COUNSEL
DELIVERED
PURSUANT TO SECTION 11.03
OF
THE TRUST AGREEMENT
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April
20, 2007
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LaSalle
Bank National Association
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Attention:
Global Securities and Trust Services - LXS 2007-3
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Re:Amendment
No. 1 to Trust Agreement
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Ladies
and Gentlemen:
You
have
requested our opinion in connection with the execution of Amendment No. 1,
dated
as of April 1, 2007 (“Amendment No. 1”), to the Trust Agreement (the “Original
Agreement”) dated as of February 1, 2007, among Structured Asset Securities
Corporation, in its capacity as Depositor, Aurora Loan Services LLC, as Master
Servicer, and LaSalle 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
special 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. With your express consent and approval, we have made
all assumptions in connection with this opinion without further investigation
or
inquiry, unless and to the extent otherwise specified. 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.
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 result in an Adverse REMIC Event under the Original
Agreement.
The
foregoing opinions deal only with the specific legal issues that each opinion
explicitly addresses. Accordingly, the express opinions set forth above
concerning a particular legal issue do not address any other
matters.
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. The opinions set forth in this letter
express our professional judgment as to how the highest court of
the
applicable jurisdiction would appropriately resolve the issues in
question.
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A-2
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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,
/s/
▇▇▇▇▇
▇▇▇▇▇▇ LLP
A-3
Exhibit
B
LETTER
OF CONSENT
(CLASS
1-X, CLASS 2-X AND CLASS 3-X CERTIFICATES)
▇-▇
▇▇▇▇▇
▇,
▇▇▇▇
▇▇▇▇▇▇▇
Bank National Association
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Attention:
Global Securities and Trust Services - LXS 2007-3
Re: ▇▇▇▇▇▇
XS Mortgage Pass-Through Certificates, Series 2007-3
Ladies
and Gentlemen:
Reference
is made to the Trust Agreement dated as of February 1, 2007 (the “Trust
Agreement”) among Structured Asset Securities Corporation, as depositor (the
“Depositor”), Aurora Loan Services LLC, as master servicer (the “Master
Servicer”) and LaSalle Bank National Association, as trustee (the “Trustee”),
and Amendment No. 1 to the Trust Agreement, (the “Amendment”) dated and
effective as of April 1, 2007, by and among the Depositor, the Master Servicer
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 1-X,
Class 2-X and Class 3-X Certificates, each 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.
*
* * *
*
B-2
Very
truly yours,
▇▇▇▇▇▇
PASS-THROUGH SECURITIES INC.
By:
_____/s/
▇▇▇▇▇▇▇ Hitzmann_______________
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
Authorized Signatory
B-3