LEHMAN BROTHERS HOLDINGS INC., SELLER and STRUCTURED ASSET SECURITIES CORPORATION, PURCHASER MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT Dated as of May 1, 2007 Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2007-OSI
EXECUTION
XXXXXX
BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED
ASSET SECURITIES CORPORATION,
PURCHASER
Dated
as
of May 1, 2007
Structured
Asset Securities Corporation
Mortgage
Pass-Through Certificates, Series 2007-OSI
TABLE
OF
CONTENTS
Page
|
ARTICLE
I. CONVEYANCE OF MORTGAGE LOANS
|
2
|
|
|
Section
1.01.
|
Sale
of Mortgage Loans.
|
2
|
|
Section
1.02.
|
Delivery
of Documents.
|
3
|
|
Section
1.03.
|
Review
of Documentation.
|
4
|
|
Section
1.04.
|
Representations
and Warranties of the Seller.
|
4
|
|
Section
1.05.
|
Grant
Clause.
|
20
|
|
Section
1.06.
|
Assignment
by Depositor.
|
20
|
|
ARTICLE
II. MISCELLANEOUS PROVISIONS
|
20
|
|
|
Section
2.01.
|
Binding
Nature of Agreement; Assignment.
|
20
|
|
Section
2.02.
|
Entire
Agreement.
|
21
|
|
Section
2.03.
|
Amendment.
|
21
|
|
Section
2.04.
|
Governing
Law.
|
22
|
|
Section
2.05.
|
Severability
of Provisions.
|
22
|
|
Section
2.06.
|
Indulgences;
No Waivers.
|
22
|
|
Section
2.07.
|
Headings
Not to Affect Interpretation.
|
22
|
|
Section
2.08.
|
Benefits
of Agreement.
|
22
|
|
Section
2.09.
|
Counterparts.
|
23
|
|
SCHEDULE
A
|
Mortgage
Loan Schedule (including Prepayment Charge Schedule)
|
|
SCHEDULE
B
|
Mortgage
Loan Schedule for First Payment Default Mortgage Loans
|
|
EXHIBIT
A
|
Certain
Defined Terms
|
|
EXHIBIT
B
|
Form
of Terms Letter
|
This
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of May 1, 2007 (the
“Agreement”), is executed by and between Xxxxxx Brothers Holdings Inc. (“LBH” or
the “Seller”) and Structured Asset Securities Corporation (the
“Depositor”).
All
capitalized terms not defined herein or in Exhibit A attached hereto shall
have
the same meanings assigned to such terms in that certain trust agreement (the
“Trust Agreement”) dated as of May 1, 2007, among the Depositor, Aurora Loan
Services LLC, as master servicer (the “Master Servicer”) and Xxxxx Fargo Bank,
N.A., as trustee (the “Trustee”).
WITNESSETH:
WHEREAS,
Xxxxxx Brothers Bank, FSB (the “Bank”) has purchased from BNC Mortgage LLC,
Residential Mortgage Assistance Enterprise LLC and Mortgage Lenders Network
USA,
Inc. (each, an “Originator” and together, the “Originators”) certain mortgage
loans, each as identified on the Mortgage Loan Schedule attached hereto as
Schedule A (collectively, the “Mortgage Loans”);
WHEREAS,
pursuant to an assignment and assumption agreement (the “Assignment and
Assumption Agreement”) dated as of May 1, 2007, between the Bank, as
assignor, and LBH, as assignee, the Bank has sold all of its right, title and
interest in and to the Mortgage Loans to LBH and LBH has accepted such
assignment;
WHEREAS,
LBH is a party to the following servicing agreements (collectively, the
“Servicing Agreements”) pursuant to which the Mortgage Loans are to be initially
serviced by certain servicers as indicated below (each, a “Servicer,” and
collectively, the “Servicers”):
1. Servicing
Agreement dated as of May 1, 2007, by and among LBH, Aurora Loan Services LLC,
as servicer, the Master Servicer, and acknowledged by the Trustee;
2. Securitization
Servicing Agreement dated as of May 1, 2007, by and among LBH, JPMorgan Chase
Bank, National Association, as servicer, and the Master Servicer, and
acknowledged by the Trustee; and
3. Securitization
Servicing Agreement dated as of May 1, 2007, by and among LBH, Ocwen Loan
Servicing, LLC, as servicer, and the Master Servicer, and acknowledged by the
Trustee;
WHEREAS,
the Seller desires to sell, without recourse, all of its rights, title and
interest in and to the Mortgage Loans to the Depositor and assign all of its
rights and interest under the Servicing Agreements (other than the servicing
rights) relating to the Mortgage Loans referred to above, and delegate all
of
its obligations thereunder, to the Depositor; and
WHEREAS,
the Seller and the Depositor acknowledge and agree that the Depositor will
convey the Mortgage Loans on the Closing Date to the Trust Fund created pursuant
to the Trust Agreement, assign all of its rights and delegate all of its
obligations hereunder to the Trustee for the benefit of the Certificateholders,
and that each reference herein to the Depositor is intended, unless otherwise
specified, to mean the Depositor or the Trustee, as assignee, whichever is
the
owner of the Mortgage Loans from time to time.
NOW,
THEREFORE, in consideration of the mutual agreements herein set forth, and
for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Seller and the Depositor agree as follows:
ARTICLE
I.
CONVEYANCE
OF MORTGAGE LOANS
Section
1.01. Sale
of Mortgage Loans.
(a) Sale
of Mortgage Loans.
Concurrently with the execution and delivery of this Agreement, the Seller
does
hereby transfer, assign, set over, deposit with and otherwise convey to the
Depositor, without recourse, subject to Sections 1.03 and 1.04, (i) all the
right, title and interest of the Seller in and to the Mortgage Loans identified
on Schedule A hereto, having an aggregate principal balance as of the Cut-off
Date of $846,479,045.34 and (ii) all of its rights and interest (other than
the
servicing rights) in the Servicing Agreements. Such conveyance in clause (i)
of
the preceding sentence includes, without limitation, the right to all
distributions of principal and interest received on or with respect to the
Mortgage Loans on and after the Cut-off Date, other than payments of principal
and interest due on or before such date, and all such payments due after such
date but received prior to such date and intended by the related Mortgagors
to
be applied after such date, all Prepayment Charges received on or with respect
to the Mortgage Loans on or after the Cut-off Date, together with all of the
Seller’s right, title and interest in and to each related account and all
amounts from time to time credited to and the proceeds of such account, any
REO
Property and the proceeds thereof, the Seller’s rights under any Insurance
Policies relating to the Mortgage Loans, the Seller’s security interest in any
collateral pledged to secure the Mortgage Loans, including the Mortgaged
Properties, and any proceeds of the foregoing.
Concurrently
with the execution hereof, the Depositor tenders the purchase price set forth
in
that certain terms letter dated as of the date hereof (the “Terms Letter”), the
form of which is attached as Exhibit B hereto (the “Purchase Price”). The
Depositor hereby accepts such assignment and delegation, and shall be entitled
to exercise all the rights of the Seller under the Servicing Agreements, other
than any servicing rights thereunder, as if the Depositor had been a party
to
such agreement.
(b) Schedules
of Mortgage Loans.
The
Depositor and the Seller have agreed upon which of the Mortgage Loans owned
by
the Seller are to be purchased by the Depositor pursuant to this Agreement
and
the Seller will prepare on or prior to the Closing Date a final schedule
describing such Mortgage Loans (the “Mortgage Loan Schedule”). The Mortgage Loan
Schedule shall conform to the requirements of the Depositor as set forth in
this
Agreement and to the definition of “Mortgage Loan Schedule” under the Trust
Agreement. A copy of the final Mortgage Loan Schedule shall be attached hereto
as Schedule A.
Section
1.02. Delivery
of Documents.
(a) In
connection with such transfer and assignment of the Mortgage Loans hereunder,
the Seller shall, at least three (3) Business Days prior to the Closing Date,
deliver, or cause to be delivered, to the Depositor (or its designee) the
documents or instruments with respect to each Mortgage Loan (each, a “Mortgage
File”) so transferred and assigned hereunder.
(b) For
Mortgage Loans (if any) that have been prepaid in full on or after the Cut-off
Date and prior to the Closing Date, the Seller, in lieu of delivering the
related Mortgage Files, herewith delivers to the Depositor an Officer’s
Certificate which shall include a statement to the effect that all amounts
received in connection with such prepayment that are required to be deposited
in
the Collection Account maintained by the Master Servicer for such purpose have
been so deposited.
Section
1.03. Review
of Documentation.
The
Depositor, by execution and delivery hereof, acknowledges receipt of the
Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan
Schedule, subject to review thereof by LaSalle Bank National Association,
Deutsche Bank National Trust Company and U.S. Bank National Association, as
applicable (each, a “Custodian”), for the Depositor. Each Custodian is required
to review, within 45 days following the Closing Date, each applicable Mortgage
File. If in the course of such review the related Custodian identifies any
Material Defect, the Seller shall be obligated to cure such Material Defect
or
to repurchase the related Mortgage Loan from the Depositor (or, at the direction
of and on behalf of the Depositor, from the Trust Fund), or to substitute a
Qualifying Substitute Mortgage Loan therefor, in each case to the same extent
and in the same manner as the Depositor is obligated to the Trustee and the
Trust Fund under Section 2.02(c) of the Trust Agreement.
Section
1.04. Representations
and Warranties of the Seller.
(a) The
Seller hereby represents and warrants to the Depositor that as of the Closing
Date:
(i) the
Seller is a corporation duly organized, validly existing and in good standing
under the laws governing its creation and existence and has full corporate
power
and authority to own its property, carry on its business as presently conducted
and enter into and perform its obligations under the Assignment and Assumption
Agreement and this Agreement;
(ii) the
execution and delivery by the Seller of the Assignment and Assumption Agreement
and this Agreement have been duly authorized by all necessary corporate action
on the part of the Seller; neither the execution and delivery of the Assignment
and Assumption Agreement or this Agreement, nor the consummation of the
transactions therein or herein contemplated, nor compliance with the provisions
thereof or hereof, will conflict with or result in a breach of, or constitute
a
default under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Seller or its properties or the
certificate of incorporation or bylaws of the Seller;
(iii) the
execution, delivery and performance by the Seller of the Assignment and
Assumption Agreement and this Agreement and the consummation of the transactions
contemplated thereby and hereby do not require the consent or approval of,
the
giving of notice to, the registration with, or the taking of any other action
in
respect of, any state, federal or other governmental authority or agency, except
such as has been obtained, given, effected or taken prior to the date
hereof;
(iv) each
of
the Assignment and Assumption Agreement and this Agreement has been duly
executed and delivered by the Seller and, assuming due authorization, execution
and delivery by the Bank, in the case of the Assignment and Assumption
Agreement, and the Depositor, in the case of this Agreement, constitutes a
valid
and binding obligation of the Seller enforceable against it in accordance with
its respective terms, except as such enforceability may be subject to (A)
applicable bankruptcy and insolvency laws and other similar laws affecting
the
enforcement of the rights of creditors generally and (B) general principles
of
equity regardless of whether such enforcement is considered in a proceeding
in
equity or at law; and
(v) there
are
no actions, suits or proceedings pending or, to the knowledge of the Seller,
threatened or likely to be asserted against or affecting the Seller, before
or
by any court, administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by the Assignment and Assumption
Agreement or this Agreement or (B) with respect to any other matter which in
the
judgment of the Seller will be determined adversely to the Seller and will
if
determined adversely to the Seller materially and adversely affect it or its
business, assets, operations or condition, financial or otherwise, or adversely
affect its ability to perform its obligations under the Assignment and
Assumption Agreement or this Agreement.
(b) The
Seller represents and warrants upon delivery of the Mortgage Loans to the
Depositor hereunder, as to each, that, as of the Closing Date:
(i) The
information set forth with respect to the Mortgage Loans on the Mortgage Loan
Schedule provides an accurate listing of the Mortgage Loans, and the information
with respect to each Mortgage Loan on the Mortgage Loan Schedule is true and
correct in all material respects at the date or dates respecting which such
information is given;
(ii) There
are
no defaults (other than delinquency in payment) in complying with the terms
of
any Mortgage, and the Seller has no notice as to any taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing but which have
not been paid;
(iii) Except
in
the case of Cooperative Loans, if any, each Mortgage requires all buildings
or
other improvements on the related Mortgaged Property to be insured by a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the related Mortgaged
Property is located pursuant to insurance policies conforming to the
requirements of the guidelines of Xxxxxx Xxx or Xxxxxxx Mac. If upon origination
of the Mortgage Loan, the Mortgaged Property was in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance has been made available), a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Flood Insurance Administration is in effect, which policy conforms
to
the requirements of the current guidelines of the Federal Flood Insurance
Administration. Each Mortgage obligates the related Mortgagor thereunder to
maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on
the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at such Mortgagor’s cost and expense, and to
seek reimbursement therefor from the Mortgagor. Where required by state law
or
regulation, each Mortgagor has been given an opportunity to choose the carrier
of the required hazard insurance, provided the policy is not a “master” or
“blanket” hazard insurance policy covering the common facilities of a planned
unit development. The hazard insurance policy is the valid and binding
obligation of the insurer, is in full force and effect, and will be in full
force and effect and inure to the benefit of the Depositor upon the consummation
of the transactions contemplated by this Agreement;
(iv) Each
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such release, cancellation, subordination or
rescission;
(v) In
the
case of approximately 97.94% and 2.06% of the Mortgage Loans (by Scheduled
Principal Balance as of the Cut-off Date), the related Mortgage evidences a
valid, subsisting, enforceable and perfected first lien or second lien,
respectively, on the related Mortgaged Property (including all improvements
on
the Mortgaged Property). The lien of the Mortgage is subject only to: (1) the
first Mortgage, in the case of a Mortgaged Property that is secured by a
perfected second lien, (2) liens of current real property taxes and assessments
not yet due and payable and, if the related Mortgaged Property is a condominium
unit, any lien for common charges permitted by statute, (3) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the related Mortgaged
Property is located and specifically referred to in the lender’s Title Insurance
Policy or attorney’s opinion of title and abstract of title delivered to the
originator of such Mortgage Loan, and (4) such other matters to which like
properties are commonly subject which do not, individually or in the aggregate,
materially interfere with the benefits of the security intended to be provided
by the Mortgage. In the case of approximately 2.06% of the Mortgage Loans (by
Scheduled Principal Balance as of the Cut-off Date), any security agreement,
chattel mortgage or equivalent document related to, and delivered to the Trustee
in connection with, a Mortgage Loan establishes a valid, subsisting and
enforceable first lien on the property described therein and the Depositor
has
full right to sell and assign the same to the Trustee;
(vi) Immediately
prior to the transfer and assignment of the Mortgage Loans to the Depositor,
the
Seller was the sole owner of record and holder of each Mortgage Loan, and the
Seller had good and marketable title thereto, and has full right to transfer
and
sell each Mortgage Loan to the Depositor free and clear, except as described
in
paragraph (v) above, of any encumbrance, equity, participation interest, lien,
pledge, charge, claim or security interest, and has full right and authority,
subject to no interest or participation of, or agreement with, any other party,
to sell and assign each Mortgage Loan pursuant to this Agreement;
(vii) Each
Mortgage Loan other than any Cooperative Loan is covered by either (i) an
attorney’s opinion of title and abstract of title the form and substance of
which is generally acceptable to mortgage lending institutions originating
mortgage loans in the locality where the related Mortgaged Property is located
or (ii) an ALTA Mortgagee Title Insurance Policy or other generally acceptable
form of policy of insurance, issued by a title insurer qualified to do business
in the jurisdiction where the Mortgaged Property is located, insuring the
originator of the Mortgage Loan, and its successors and assigns, as to the
first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan (subject only to the exceptions described in paragraph (v) above). If
the
Mortgaged Property is a condominium unit located in a state in which a title
insurer will generally issue an endorsement, then the related Title Insurance
Policy contains an endorsement insuring the validity of the creation of the
condominium form of ownership with respect to the project in which such unit
is
located. With respect to any Title Insurance Policy, the originator is the
sole
insured of such mortgagee Title Insurance Policy, such mortgagee Title Insurance
Policy is in full force and effect and will inure to the benefit of the
Depositor upon the consummation of the transactions contemplated by this
Agreement, no claims have been made under such mortgagee Title Insurance Policy
and no prior holder of the related Mortgage, including the Seller, has done,
by
act or omission, anything that would impair the coverage of such mortgagee
Title
Insurance Policy;
(viii) No
foreclosure action is being threatened or commenced with respect to any Mortgage
Loan. There is no proceeding pending for the total or partial condemnation
of
any Mortgaged Property (or, in the case of any Cooperative Loan, the related
cooperative unit) and each such property is undamaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty, so as to have
a
material adverse effect on the value of the related Mortgaged Property as
security for the related Mortgage Loan or the use for which the premises were
intended;
(ix) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under the law could give rise
to
such liens) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(x) Each
Mortgage Loan will have a CLTV of 100% or less as of the Closing
Date;
(xi) Each
Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G of
the Code and Treas. Reg. §1.860G-2;
(xii) Each
Mortgage Loan at the time it was originated complied in all material respects
with applicable local, state and federal laws, including, but not limited to,
all applicable local, state and federal predatory, abusive and fair lending
laws; and, specifically, (a) no Mortgage Loan secured by a Mortgaged Property
located in New Jersey is a “High-Cost Home Loan” as defined in the New Jersey
Home Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);
(b)
no Mortgage Loan secured by a Mortgaged Property located in New Mexico is a
“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et. seq.); (c) no
Mortgage Loan secured by a Mortgaged Property located in Massachusetts is a
“High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home
Loan Practices Act effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C); and
(d) no Mortgage Loan secured by a Mortgaged Property located in Indiana is
a
“High Cost Home Loan” as defined in the Indiana Home Loan Practices Act
effective January 1, 2005 (Ind. Code Xxx. § 24-9-1 et seq.);
(xiii) No
Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such
terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
which is now Version 5.7(d), Appendix E. In addition, no Mortgage Loan is a
“high-cost,” “high-cost home,” “covered,” “high-risk home” or “predatory” loan
under any applicable federal, state or local predatory or abusive lending law
(or a similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees);
(xiv) No
Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
1994
(“HOEPA”) and its implementing regulations, including 12 CFR § 226.32(a)(1)(i)
and (ii). As part of its due diligence process, Seller conducted a statistically
relevant sampling of approximately 19.10% of the Mortgage Loans. The Mortgage
Loans sampled include refinance, home equity, and purchase loans. None of the
Mortgage Loans sampled exceeds the thresholds set by HOEPA. Seller confirms
that
its sampling procedure is effective in identifying loans that exceed the
thresholds set by HOEPA. Seller is not aware that any of Mortgage Loans that
were not sampled exceed the thresholds set by HOEPA;
(xv) The
information set forth in the Prepayment Charge Schedule, included as part of
the
Mortgage Loan Schedule at Schedule A hereto (including the Prepayment Charge
Summary attached thereto) is complete, true and correct in all material respects
on the date or dates on which such information is furnished and each Prepayment
Charge is permissible, originated in compliance with, and enforceable in
accordance with its terms under, applicable federal, state and local law (except
to the extent that the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws affecting creditor’s
rights generally or the collectibility thereof may be limited due to
acceleration in connection with foreclosure);
(xvi) No
Mortgage Loan was originated (or modified) on or after October 1, 2002, and
before March 7, 2003, which is secured by a mortgaged property located in
Georgia;
(xvii) With
respect to any hazard insurance policy covering a Mortgage Loan and the related
Mortgaged Property, the Seller has not engaged in, and has no knowledge of
the
Bank’s or the borrower’s having engaged in, any act or omission which would
impair the coverage of any such policy, the benefits of the endorsement provided
for therein, or the validity and binding effect of either, including without
limitation, no unlawful fee, commission, kickback or other unlawful compensation
or value of any kind has been or will be received, retained or realized by
any
attorney, firm or other person or entity, and no such unlawful items have been
received, retained or realized by the Seller;
(xviii) Neither
the Seller nor the Bank has waived the performance by the borrower of any
action, if the Mortgagor’s failure to perform such action would cause a Mortgage
Loan to be in default, nor has the Seller or the Bank waived any default
resulting from any action or inaction by the borrower;
(xix) The
terms
of the Mortgage Note and Mortgage have not been impaired, waived, altered or
modified in any respect, except by a written instrument which has been recorded,
if necessary to protect the interests of the Depositor and which has been
delivered to the Custodian;
(xx) The
Mortgaged Property relating to each Mortgage Loan is a fee simple property
located in the state identified in the Mortgage Loan Schedule and consists
of a
parcel of real property with a detached single family residence erected thereon,
or a two- to four-family dwelling, or an individual condominium unit in a
low-rise condominium project, or an individual unit in a planned unit
development; provided, however, that any condominium project or planned unit
development shall conform with the applicable Xxxxxxx Mac requirements regarding
such dwellings. No portion of the Mortgaged Property is used for commercial
purposes;
(xxi) The
Mortgage Note and the Mortgage are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its
terms. All parties to the Mortgage Note and the Mortgage and any other related
agreement had legal capacity to enter into the Mortgage Loan and to execute
and
deliver the Mortgage Note and the Mortgage and any other related agreement,
and
the Mortgage Note and the Mortgage have been duly and properly executed by
such
parties. To the best of Seller’s knowledge, no fraud was committed in connection
with the origination of the Mortgage Loan;
(xxii) Each
Mortgage Loan has been closed and the proceeds of the Mortgage Loan have been
fully disbursed and there is no requirement for future advances thereunder,
and
any and all requirements as to completion of any on-site or off-site improvement
and as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making or closing the Mortgage Loan
and
the recording of the Mortgage were paid, and the borrower is not entitled to
any
refund of any amounts paid or due under the Mortgage Note or
Mortgage;
(xxiii) There
is
no default (other than delinquency in payment), breach, violation or event
of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Seller nor its predecessors has waived any
default, breach, violation or event of acceleration;
(xxiv) All
improvements which were considered in determining the Appraised Value of the
Mortgaged Property lay wholly within the boundaries and building restriction
lines of the Mortgaged Property and no improvements on adjoining properties
encroach upon the Mortgaged Property. No improvement located on or being part
of
the Mortgaged Property is in violation of any applicable zoning law or
regulation;
(xxv) Each
Mortgage contains customary and enforceable provisions which render the rights
and remedies of the holder thereof adequate for the realization against the
related Mortgaged Property of the benefits of the security, including (A) in
the
case of a Mortgage designated as a deed of trust, by trustee's sale, and (B)
otherwise by judicial or non-judicial foreclosure. There is no homestead or
other exemption available to the related Mortgagor which would materially
interfere with the right to sell the Mortgaged Property at a trustee's sale
or
the right to foreclose the Mortgage subject to the applicable federal and state
laws and judicial precedent with respect to bankruptcy and rights of redemption.
Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee's
sale of, the Mortgaged Property pursuant to the proper procedures, the holder
of
the Mortgage Loan will be able to deliver good and merchantable title to the
property;
(xxvi) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage and the security interest of any applicable
security agreement or chattel mortgage;
(xxvii) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will become
payable by the Depositor to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxviii)
The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered for the Mortgage Loan by the Seller under this
Agreement as set forth in Section 1.02 hereof have been delivered to the
Custodian. The Seller is in possession of a complete Mortgage File in compliance
with Section 1.02 hereof, except for such documents the originals of which
have
been delivered to the Custodian;
(xxix) The
Assignment of Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is
located;
(xxx) The
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent
of
the Mortgagee thereunder;
(xxxi) No
Mortgage Loan contains provisions pursuant to which Scheduled Payments are
paid
or partially paid with funds deposited in any separate account established
by
the Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
than the Mortgagor, nor does any Mortgage Loan contain any other similar
provisions currently in effect which may constitute a “buydown” provision. No
Mortgage Loan is a graduated payment mortgage loan and no Mortgage Loan has
a
shared appreciation or other contingent interest feature;
(xxxii) Any
future advances made prior to the Cut-off Date have been consolidated with
the
outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment
term.
The lien of the Mortgage securing the consolidated principal amount is insured
by a title insurance policy, an endorsement to the policy insuring the
mortgagee’s consolidated interest or by other title evidence acceptable to
Xxxxxxx Mac. The consolidated principal amount does not exceed the original
principal amount of any Mortgage Loan;
(xxxiii)
The origination and collection practices used with respect to each Mortgage
Loan
have been in accordance with Accepted Servicing Practices, and have been in
all
respects in compliance with all applicable laws and regulations. With respect
to
escrow deposits and escrow payments, all such payments are in the possession
of
the Seller and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. All escrow
payments have been collected in full compliance with state and federal law.
An
escrow of funds is not prohibited by applicable law and has been established
in
an amount sufficient to pay for every item which remains unpaid and which has
been assessed but is not yet due and payable. No escrow deposits or escrow
payments or other charges or payments due the Seller have been capitalized
under
the Mortgage or the Mortgage Note. All Mortgage Rate adjustments have been
made
in strict compliance with state and federal law and the terms of the related
Mortgage Note. Any interest required to be paid pursuant to state and local
law
has been properly paid and credited;
(xxxiv)
The Mortgage File contains an appraisal of the related Mortgaged Property signed
prior to the approval of the Mortgage Loan application by a qualified appraiser,
who had no interest, direct or indirect in the Mortgaged Property or in any
loan
made on the security thereof; and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and the appraisal and appraiser
both satisfy the requirements of Title XI of the Federal Institutions Reform,
Recovery, and Enforcement Act of 1989 and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was
originated;
(xxxv) The
Mortgaged Property is free from any and all toxic or hazardous substances and
there exists no violation of any local, state or federal environmental law,
rule
or regulation. There is no pending action or proceeding directly involving
any
Mortgaged Property of which the Seller is aware in which compliance with any
environmental law, rule or regulation is an issue; and to the best of the
Seller’s knowledge, nothing further remains to be done to satisfy in full all
requirements of each such law, rule or regulation;
(xxxvi)
The Mortgage Loan does not contain a provision permitting or requiring
conversion to a fixed interest rate Mortgage Loan;
(xxxvii)
No Mortgage Loan was made in connection with (i) the construction or
rehabilitation of a Mortgaged Property or (ii) facilitating the trade-in or
exchange of a Mortgaged Property;
(xxxviii)
No action, inaction or event has occurred and no state of facts exists or has
existed that has resulted or will result in the exclusion from, denial of or
defense to coverage under any applicable special hazard insurance policy,
borrower paid primary mortgage loan insurance policy or bankruptcy bond,
irrespective of the cause of such failure of coverage. In connection with the
placement of any such insurance, no commission, fee or other compensation has
been or will be received by the Seller or any designee of the Seller or any
corporation in which the Seller or any officer, director or employee had a
financial interest at the time of placement of such insurance; and
(xxxix)
Each original Mortgage was recorded and, except for those Mortgage Loans subject
to the MERS identification system, all subsequent assignments of the original
Mortgage (other than the assignment to the Depositor) have been recorded in
the
appropriate jurisdictions wherein such recordation is necessary to perfect
the
liens thereof as against creditors of the Seller, or are in the process of
being
recorded.
(xl)
In
addition to the foregoing representations and warranties made in subparagraphs
(i) through (xxxix) of this Section 1.04(b), the Seller further represents
and
warrants upon delivery of the Mortgage Loans to be included in Pool 1 (the
“Pool
1 Mortgage Loans”), as to each such Mortgage Loan, that:
(a) The
outstanding Scheduled Principal Balance of each Pool 1 Mortgage Loan does not
exceed the applicable maximum original loan amount limitations with respect
to
first lien or subordinate lien one-to-four family residential mortgage loans,
as
applicable, as set forth in the Xxxxxxx Mac Selling Guide;
(b) With
respect to any Pool 1 Mortgage Loan that is a subordinate lien mortgage loan,
(i) such lien is on a one- to four-family residence that is the principal
residence of the borrower; (ii) the original principal balance does not exceed
the applicable limitations with respect to subordinate lien mortgage loans
as
set forth in the Xxxxxxx Mac Selling Guide; and (iii) the original principal
balance of the first lien mortgage loan plus the original principal balance
of
any subordinate lien mortgage loans relating to the same mortgaged property
do
not exceed the applicable limitations with respect to first lien mortgage loans
for that property type as set forth in the Xxxxxxx Mac Selling
Guide;
(c) There
is
no Pool 1 Mortgage Loan that was originated on or after March 7, 2003 which
is a
“high cost home loan” as defined under the Georgia Fair Lending
Act;
(d) No
borrower obtained a prepaid single-premium credit life, credit disability,
credit unemployment or credit property insurance policy in connection with
the
origination of any Pool 1 Mortgage Loan; no proceeds from any Pool 1 Mortgage
Loan were used to purchase single premium credit insurance policies or debt
cancellation agreements as part of the origination of, or as a condition to
closing, such Pool 1 Mortgage Loan;
(e) The
Servicer for each Pool 1 Mortgage Loan has fully furnished in the past (and
the
Seller shall cause the related Servicer to furnish in the future) accurate
and
complete information (i.e., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company, on a
monthly basis and in accordance with the Fair Credit Reporting Act and its
implementing regulations;
(f) With
respect to any Pool 1 Mortgage Loan that contains a provision permitting
imposition of a Prepayment Charge upon a prepayment prior to maturity, to the
best of the Seller’s knowledge: (i) the Pool 1 Mortgage Loan provides some
benefit to the borrower (e.g., a rate or fee reduction) in exchange for
accepting such Prepayment Charge; (ii) the Pool 1 Mortgage Loan’s originator had
a written policy of offering the borrower, or requiring third-party brokers
to
offer the borrower, the option of obtaining a mortgage loan that did not require
payment of such Prepayment Charge; (iii) the Prepayment Charge was adequately
disclosed to the borrower in the loan documents pursuant to applicable state
and
federal law; (iv) no subprime loan originated on or after October 1, 2002,
will
provide for a Prepayment Charge for a term in excess of three years and any
subprime loan or non-subprime loan originated prior to such date will not
provide for a Prepayment Charge for a term in excess of five years; in each
case
unless such loan was modified to reduce the prepayment period to no more than
three years from the date of the note in the case of a subprime loan and no
more
than five years from the date of the note in the case of a non-subprime loan
and
the borrower was notified in writing of such reduction in prepayment period;
and
(v) such Prepayment Charge shall not be imposed in any instance where the
Pool 1 Mortgage Loan is accelerated or paid off in connection with the workout
of a delinquent mortgage or due to the borrower’s default, notwithstanding that
the terms of the Pool 1 Mortgage Loan or state or federal law might permit
the
imposition of such Prepayment Charge. Notwithstanding the foregoing, the
requirements of clauses (i) and (ii) above are required only for Pool 1 Mortgage
Loans secured by the borrowers’ principal residence;
(g) With
respect to any Pool 1 Mortgage Loan originated on or after August 1, 2004,
neither the related mortgage nor the related mortgage note requires the borrower
to submit to arbitration to resolve any dispute arising out of or relating
in
any way to the mortgage loan transaction;
(h) With
respect to any Pool 1 Mortgage Loan secured by manufactured housing, upon the
origination of each such Pool 1 Mortgage Loan the manufactured housing unit
either (i) is the principal residence of the borrower or (ii) will be classified
as real property under applicable state law;
(i) To
the
best of the Seller’s knowledge, no borrower was required to select a Pool 1
Mortgage Loan product offered by the related originator which is a higher cost
product designed for less creditworthy borrowers, unless at the time of the
related originator’s origination, such borrower did not qualify, taking into
account such facts as, without limitation, the related Pool 1 Mortgage Loan’s
requirements and the borrower’s credit history, income, assets and liabilities,
for a lower cost credit product then offered by such originator or any affiliate
thereof. If, at the time of loan application, the borrower may have qualified
for a lower cost credit product then offered by any mortgage lending affiliate
of the related originator, such originator directed the borrower towards or
referred the borrower’s application to such affiliate for underwriting
consideration;
(j) To
the best of the Seller’s knowledge, the methodology used in underwriting the
extension of credit for each Pool
1
Mortgage
Loan did not rely solely on the extent of the borrower’s equity in the
collateral as the principal determining factor in approving the extension of
credit, but rather employed related objective criteria such as, without
limitation, the borrower’s income, assets and liabilities to the proposed
mortgage payment and, based on such methodology, the related originator
confirmed that at the time of origination made a reasonable determination that
at the time of origination the borrower had the ability to make timely payments
on the related Pool
1
Mortgage
Loan;
(k) No
borrower under a Pool 1 Mortgage Loan secured by the borrowers’ principal
residence was charged points and fees in an amount greater than (a) $1,000
or
(b) 5% of the principal amount of such mortgage loan, whichever is greater.
For
purposes of this representation, “points and fees” (x) include origination,
underwriting, broker and finder’s fees and charges that the lender imposed as a
condition of making the mortgage loan, whether they are paid to the lender
or a
third party; and (y) exclude bona fide discount points, fees paid for actual
services rendered in connection with the origination of the mortgage (such
as
attorneys’ fees, notaries fees and fees paid for property appraisals, credit
reports, surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies; state
and
local transfer taxes or fees; escrow deposits for the future payment of taxes
and insurance premiums; and other miscellaneous fees and charges, which
miscellaneous fee and charges, in total, do not exceed 0.25 percent of the
loan
amount;
(l) No
Pool 1
Mortgage Loan was originated more than twelve months prior to the Closing
Date;
(m) Each
Pool
1 Mortgage Loan is exclusively secured by single-family (1-4 unit) residential
housing and none of the Pool 1 Mortgage Loan is on multifamily, commercial,
industrial, agricultural or undeveloped property, or on any property located
anywhere except the continental United States, Alaska, Hawaii, Puerto Rico,
the
Virgin Islands or Guam; and
(n) No
Pool 1
Mortgage Loan is a condominium unit that is part of a condominium development
that operates as, or holds itself out to be, a condominium hotel
(“condotel”).
(c) In
addition to the representations and warranties made with respect to the Mortgage
Loans in Section 1.04(b), the Seller hereby covenants that with respect to
any
Mortgage Loan originated by BNC Mortgage LLC and listed in Schedule B (a “First
Payment Default Mortgage Loan”), if the related Mortgagor fails to make the
first Scheduled Payment due on such Mortgage Loan following the initial sale
date (as set forth in Schedule B) of the Mortgage Loan by the BNC Mortgage
LLC
to the Bank within one calendar month following the date upon which such first
payment was due, then the Seller shall purchase such Mortgage Loan from the
Trust Fund at the FPD Purchase Price. By way of example, a payment due on May
1,
2007 must be made by the Mortgagor on or before May 31, 2007.
(d) It
is
understood and agreed that the representations, warranties and covenant set
forth in Sections 1.04(b) and 1.04(c) herein shall survive the Closing Date.
Upon discovery by either the Seller or the Depositor of a breach of any of
the
foregoing representations, warranties or covenant (excluding a breach of
subparagraph (xv) under Section 1.04(b)) that adversely and materially affects
the value of the related Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other party. Within 60 days of the discovery
of any such breach, the Seller shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in respect
thereof from the Depositor at the applicable Purchase Price (as defined in
the
Trust Agreement) in the case of a breach of a representation or warranty made
in
Section 1.04(b) or at the FPD Purchase Price in the case of a breach of the
covenant made in Section 1.04(c) or (c) within the two-year period following
the
Closing Date, substitute a Qualifying Substitute Mortgage Loan for the affected
Mortgage Loan. With respect to any of the foregoing representations, warranties
and covenant made in subparagraphs (xi), (xii), (xiii), (xiv), (xv), (xvi)
and
(xl) of Section 1.04(b) and Section 1.04(c), a breach of any such
representations, warranties or covenant shall be deemed to materially and
adversely affect the value of the affected Mortgage Loan and the interests
of
Certificateholders therein, irrespective of the Seller’s knowledge of such
breach.
Notwithstanding
Section 1.04(d), in connection with the Seller’s representations and warranties
made in subparagraph (xv) of Section 1.04(b) and within 90 days of the earlier
of discovery by the Seller or receipt of notice from the applicable Servicer
of
a breach of such representation and warranty by the Seller, which breach
materially and adversely affects the interests of the Class P Certificateholders
in any Prepayment Charge, the Seller shall, if (i) such representation and
warranty is breached and a Principal Prepayment has occurred or (ii) if a change
in law subsequent to the Closing Date limits the enforceability of the
Prepayment Charge (other than in the circumstances set forth in subparagraph
(xv) of Section 1.04(b)), pay, at the time of such Principal Prepayment or
change in law, the amount of the scheduled Prepayment Charge, for the benefit
of
the holders of the Class P Certificates, by depositing such amount into the
Certificate Account no later than the Deposit Date immediately following the
Prepayment Period in which such Principal Prepayment on the related Mortgage
Loan or such change in law has occurred, net of any Servicer Prepayment Charge
Payment Amount made by the applicable Servicer with respect to the related
Mortgage Loan in lieu of collection of such Prepayment Charge.
Section
1.05. Grant
Clause.
It
is
intended that the conveyance of the Seller’s right, title and interest in and to
the Mortgage Loans and other property conveyed pursuant to this Agreement on
the
Closing Date shall constitute, and shall be construed as, a sale of such
property and not a grant of a security interest to secure a loan. However,
if
any such conveyance is deemed to be in respect of a loan, it is intended that:
(a) the rights and obligations of the parties shall be established pursuant
to
the terms of this Agreement; (b) the Seller hereby grants to the Depositor
a first
priority security interest to secure payment of an obligation in an amount
equal
to the purchase price set forth in the Terms Letter in all of the Seller’s
right, title and interest in, to and under, whether now owned or hereafter
acquired, the Mortgage Loans and other property; and (c) this Agreement shall
constitute a security agreement under applicable law.
Section
1.06. Assignment
by Depositor.
Concurrently
with the execution of this Agreement, the Depositor shall assign its interest
under this Agreement with respect to the Mortgage Loans to the Trustee, and
the
Trustee then shall succeed to all rights of the Depositor under this Agreement.
All references to the rights of the Depositor in this Agreement shall be deemed
to be for the benefit of and exercisable by its assignee or designee,
specifically including the Trustee.
ARTICLE
II.
MISCELLANEOUS
PROVISIONS
Section
2.01. Binding
Nature of Agreement; Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
Section
2.02. Entire
Agreement.
This
Agreement contains the entire agreement and understanding among the parties
hereto with respect to the subject matter hereof, and supersedes all prior
and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersede any course
of performance and/or usage of the trade inconsistent with any of the terms
hereof.
Section
2.03. Amendment.
(a) This
Agreement may be amended from time to time by the Seller and the Depositor,
with
the consent of the Trustee but without notice to or the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to cause the provisions
herein to conform to or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust Fund, the Trust Agreement
or
this Agreement in the Prospectus Supplement; or to correct or supplement any
provision herein which may be inconsistent with any other provisions herein,
(iii) to make any other provisions with respect to matters or questions arising
under this Agreement or (iv) to add, delete, or amend any provisions to the
extent necessary or desirable to comply with any requirements imposed by the
Code and the REMIC Provisions. No such amendment effected pursuant to clause
(iii) of the preceding sentence shall adversely affect in any material respect
the interests of any Certificateholder. Any such amendment shall be deemed
not
to adversely affect in any material respect any Certificateholder if the Trustee
receives written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to reduce the then current rating assigned to
the
Certificates, if any (and any Opinion of Counsel received by the Trustee in
connection with any such amendment may rely expressly on such confirmation
as
the basis therefor).
(b) This
Agreement may also be amended from time to time by the Seller and the Depositor
with the consent of the Trustee and the Certificateholders of not less than
66-2/3% of the Class Principal Amount or, if applicable, Class Notional 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 Certificateholders; provided,
however,
that no
such amendment may (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed
on
any Certificate without the consent of the Certificateholder of such Certificate
or (ii) reduce the aforesaid percentages of Class Principal Amount or, if
applicable, Class Notional Amount (or Percentage Interest) of Certificates
of
each Class, the Certificateholders of which are required to consent to any
such
amendment without the consent of the Certificateholders of 100% of the Class
Principal Amount or, if applicable, Class Notional Amount (or Percentage
Interest) of each Class of Certificates affected thereby. For purposes of this
paragraph, references to “Certificateholder” or “Certificateholders” shall be
deemed to include, in the case of any Class of Book-Entry Certificates, the
related Certificates Owners.
(c) It
shall
not be necessary for the consent of Certificateholders under this Section 2.03
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
2.04. Governing
Law.
THIS
AGREEMENT 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.
Section
2.05. Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
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 Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this
Agreement.
Section
2.06. Indulgences;
No Waivers.
Neither
the failure nor any delay on the part of a party to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof,
nor
shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right,
remedy, power or privilege, nor shall any waiver of any right, remedy, power
or
privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence. No waiver
shall
be effective unless it is in writing and is signed by the party asserted to
have
granted such waiver, as well as the Trustee.
Section
2.07. Headings
Not to Affect Interpretation.
The
headings contained in this Agreement are for convenience of reference only,
and
they shall not be used in the interpretation hereof.
Section
2.08. Benefits
of Agreement.
The
parties to this Agreement agree that it is appropriate, in furtherance of the
intent of such parties set forth herein, that the Trustee enjoys the full
benefit of the provisions of this Agreement as an intended third party
beneficiary; provided, however, nothing in this Agreement, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder, the Trustee and the Certificateholders, any benefit or
legal or equitable right, power, remedy or claim under this
Agreement.
Section
2.09. Counterparts.
This
Agreement 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.
IN
WITNESS WHEREOF, the Seller and the Depositor have caused their names to be
signed hereto by their respective duly authorized officers as of the date first
above written.
XXXXXX
BROTHERS HOLDINGS INC.,
as
Seller
By:
/s/ Xxxxx X.
Xxx
Name:
Xxxxx X. Xxx
Title:
Authorized Signatory
STRUCTURED
ASSET SECURITIES CORPORATION,
as
Purchaser
By:
/s/ Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Senior Vice President
SCHEDULE
A
MORTGAGE
LOAN SCHEDULE
(including
Prepayment Charge Schedules and Prepayment Charge Summary)
[To
be
retained in a separate closing binder entitled “SASCO 2007-OSI Mortgage Loan
Schedules” at XxXxx Xxxxxx LLP]
SCHEDULE
B
MORTGAGE
LOAN SCHEDULE FOR FIRST PAYMENT DEFAULT MORTGAGE LOANS
(including
Prepayment Charge Schedules and Prepayment Charge Summary)
[To
be
retained in a separate closing binder entitled “SASCO 2007-OSI Mortgage Loan
Schedules” at XxXxx Xxxxxx LLP]
EXHIBIT
A
CERTAIN
DEFINED TERMS
“Prepayment
Charge”:
With respect to any Mortgage Loan, the charges or premiums, if any, due in
connection with a full or partial prepayment of such Mortgage Loan during a
Prepayment Period in accordance with the terms thereof (other than any Servicer
Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”:
As of any date, the list of Prepayment Charges on the Mortgage Loans included
in
the Trust Fund on such date, included as part of the Mortgage Loan Schedule
at
Exhibit A (including the Prepayment Charge Summary attached thereto). The
Prepayment Charge Schedule shall be prepared by the Seller and shall set forth
the following information with respect to each Prepayment Charge:
| (i) | the Mortgage Loan identifying number; |
| (ii) | a code indicating the type of Prepayment Charge; |
| (iii) | the state of origination of the related Mortgage Loan; |
|
(iv)
|
the
date on which the first Scheduled Payment was due on the related
Mortgage
Loan;
|
| (v) | the term of the related Prepayment Charge; and |
| (vi) | the Scheduled Principal Balance of the Mortgage Loan as of the Cut-off Date. |
Such
Prepayment Charge Schedule shall be amended from time to time by the Seller
and
a copy of such amended Prepayment Charge Schedule shall be furnished by the
Seller.
“Servicer
Prepayment Charge Payment Amount”:
The
amount payable by a Servicer in respect of any impermissible waiver by such
Servicer of a Prepayment Charge pursuant to the related Servicing
Agreement.
EXHIBIT
B
FORM
OF
TERMS LETTER
May
1,
2007
Structured
Asset Securities Corporation
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
Structured
Asset Securities Corporation Mortgage Loan Trust
|
|
Mortgage
Pass-Through Certificates, Series
2007-OSI
|
Ladies
and Gentlemen:
This
letter (the “Terms Letter”) is made in accordance with the Mortgage Loan Sale
and Assignment Agreement dated as of May 1, 2007 (the “Mortgage Loan Sale
Agreement”), between Structured Asset Securities Corporation and Xxxxxx Brothers
Holdings Inc. Capitalized terms used but not defined herein shall have the
meanings set forth in the Mortgage Loan Sale Agreement.
The
Purchase Price shall be $[ ].
This
Terms Letter may be signed in any number of counterparts, each of which shall
be
deemed to be an original, but taken together, shall constitute a single
document.
[Remainder
of page intentionally left blank]
Please
acknowledge your agreement with the foregoing by signing and returning the
enclosed copy of this Terms Letter to the undersigned.
Very
truly yours,
XXXXXX
BROTHERS HOLDINGS INC.
By:
Name:
Xxxxx X. Xxx
Title:
Authorized Signatory
Acknowledged
and Agreed:
STRUCTURED
ASSET SECURITIES
CORPORATION
By:
Name:
Xxxxx X. Xxxxxxx
Title:
Senior Vice President
