AMENDMENT NUMBER 1 TO TRUST AGREEMENT
AMENDMENT
NUMBER 1 TO
This
is
Amendment Number 1, dated as of August 1, 2006 (this “Amendment”), to the Trust
Agreement, dated as of October 1, 2005, (the “Agreement”), by and among
STRUCTURED ASSET SECURITIES CORPORATION., a Delaware corporation, as depositor
(the “Depositor”), AURORA LOAN SERVICES LLC, as master servicer (the “Master
Servicer”), and U.S. BANK NATIONAL ASSOCIATION., a national banking association,
as trustee (the “Trustee”), relating to the ▇▇▇▇▇▇ XS Trust Mortgage
Pass-Through Certificates, Series 2005-5N.
WHEREAS,
Section 11.03 of the Agreement provides that under the circumstances and subject
to the conditions set forth therein, the Agreement may be amended from time
to
time; and
WHEREAS,
in accordance therewith, by the execution and delivery of this Amendment, the
parties hereby amend the Agreement to the extent and on the terms set forth
in
this Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements herein contained, each
party hereto agrees as follows for the benefit of the other parties and for
the
benefit of the Certificateholders:
ARTICLE
I
Definitions
SECTION
1.01. Cross
Reference to Definitions in Agreement.
Capitalized terms used in this Amendment and not defined herein or amended
by
the terms of this Amendment shall have the meaning assigned to such terms in
the
Agreement.
ARTICLE
II
Effectiveness
SECTION
2.01. Section 11.03 of the Agreement provides that the Agreement may be amended
from time to time by the Depositor, the Master Servicer and the Trustee, but
without the consent of the Swap Counterparty (except to the extent that the
rights or obligations of (1) the Swap Counterparty thereunder or (2) the Swap
Counterparty under the Swap Agreement (or the ability of the Trustee on behalf
of the Supplemental Interest Trust to perform fully and timely its obligations
under the Swap Agreement), are affected thereby, in which case prior written
consent of the Swap Counterparty is required) and without notice to or the
consent of any of the Holders affected thereby for the purpose of curing any
ambiguity in the Agreement; provided, however, that no such amendment shall
be
made unless the Trustee and the Swap
Counterparty
receive
an Opinion of Counsel addressed to the Trustee and the Swap Counterparty, at
the
expense of the party requesting the change, that such change will not cause
an
Adverse REMIC Event; and provided further, that such amendment is permitted
under the Agreement. For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
SECTION
2.02. By their execution of this Amendment, the Depositor, the Master Servicer
and the Trustee evidence their desire to make the amendments to the Agreement
set forth below.
ARTICLE
III
Amendments
to the Agreement
SECTION
3.01. Amendments.
The
definition of “One-Year
MTA”
is
hereby deleted and replaced in its entirety with the following:
“One-Year
MTA:
The
index applicable to the Mortgage Rates for the Mortgage Loans and to the Class
2-A1 and Class 3-A1B Certificates and is equal to (i) with respect to the first
Accrual Period, One-Year MTA shall equal the Initial One-Month MTA Rate and
(ii)
with respect to each subsequent Accrual Period, a per annum rate equal to the
twelve-month moving average monthly yield on United States Treasury Securities
adjusted to a constant maturity of one year, as published by the Federal Reserve
Board in the Federal Reserve Statistical Release 'Selected Interest Rates
(H.15)', determined by averaging the monthly yields for the most recently
available twelve months. The One-Year MTA figure used for each interest rate
adjustment date will be the One-Year MTA figure published by Bloomberg during
the first week of the related Accrual Period. In the event that One-Year MTA
becomes unavailable or is otherwise unpublished, the Master Servicer will select
a comparable alternative index in accordance with the method described in the
Swap Agreement.”
ARTICLE
IV
Miscellaneous
SECTION
4.01. Counterparts.
This
Amendment may be executed in two or more counterparts (and by different parties
on separate counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.
SECTION
4.02. Headings.
The
headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation or any provision hereof.
SECTION
4.03. Agreement
in Full Force and Effect as Amended.
Except
as specifically amended or waived hereby, all of the terms and conditions of
the
Agreement shall remain in full force and effect. All references to the Agreement
in any other document or instrument shall be deemed to mean such Agreement
as
amended by this Amendment. This Amendment shall not constitute a novation of
the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the Agreement were set forth
herein.
SECTION
4.04 Conditions
to Effectiveness.
This
Amendment shall become effective upon the receipt by the Trustee of the opinion
of counsel referred to in Section 11.03 of the Agreement.
SECTION
4.05. Governing
Law.
THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW
PROVISIONS.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
2
IN
WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused
their names to be signed hereto by their respective officers hereunto duly
authorized as of the day and year first above written.
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STRUCTURED
ASSET
SECURITIES CORPORATION,
as Depositor |
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| By: | ||
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Name:
Title:
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U.S.
BANK NATIONAL ASSOCIATION,
not
in its individual capacity, but solely
as
Trustee
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| By: | ||
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Name:
Title:
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AURORA
LOAN SERVICES LLC,
as
Master Servicer
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| By: | ||
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Name:
Title:
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