LEHMAN BROTHERS HOLDINGS INC., SELLER and STRUCTURED ASSET SECURITIES CORPORATION, PURCHASER MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT Dated as of February 1, 2007 BNC Mortgage Loan Trust 2007-1 Mortgage Pass-Through Certificates, Series 2007-1
EXECUTION
XXXXXX
BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED
ASSET SECURITIES CORPORATION,
PURCHASER
Dated
as
of February 1, 2007
Mortgage
Pass-Through Certificates, Series 2007-1
TABLE
OF
CONTENTS
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Page
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ARTICLE
I. CONVEYANCE OF MORTGAGE LOANS
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Section
1.01.
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Sale
of Mortgage Loans
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2
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Section
1.02.
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Delivery
of Documents
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3
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Section
1.03.
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Review
of Documentation
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3
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Section
1.04.
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Representations
and Warranties of the Seller
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3
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Section
1.05.
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Grant
Clause
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15
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Section
1.06.
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Assignment
by Depositor
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15
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ARTICLE
II. MISCELLANEOUS PROVISIONS
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Section
2.01.
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Binding
Nature of Agreement; Assignment
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15
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Section
2.02.
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Entire
Agreement
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15
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Section
2.03.
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Amendment
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15
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Section
2.04.
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Governing
Law
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16
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Section
2.05.
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Severability
of Provisions
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17
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Section
2.06.
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Indulgences;
No Waivers
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17
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Section
2.07.
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Headings
Not to Affect Interpretation
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17
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Section
2.08.
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Benefits
of Agreement
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17
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Section
2.09.
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Counterparts
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17
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SCHEDULE
A
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Mortgage Loan Schedule (including Prepayment Charge Schedule) | |
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SCHEDULE
B
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Mortgage Loan Schedule for First Payment Default Mortgage Loans | |
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SCHEDULE
B
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Mortgage Loan Schedule for First Payment Default Mortgage Loans | |
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EXHIBIT
A
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Certain Defined Terms | |
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SCHEDULE
B
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Form of Terms Letter | |
i
This
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of February 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 February 1, 2007, among the Depositor,
Aurora Loan Services LLC, as master servicer (the “Master Servicer”), Xxxxx
Fargo Bank, N.A., as securities administrator, Xxxxxxx Fixed Income Services
Inc., as credit risk manager and U.S. Bank National Association, as trustee
(the
“Trustee”).
WITNESSETH:
WHEREAS,
Xxxxxx Brothers Bank, FSB (the “Bank”) has purchased from BNC Mortgage, Inc.
(the “Originator”) 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 February 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. Securitization
Servicing Agreement dated as of February 1, 2007, by and among LBH,
JPMorgan Chase Bank, National Association, as servicer, and the Master Servicer,
and acknowledged by the Trustee;
2. Subservicing
Agreement dated as of February 1, 2007, by and among LBH, Option One
Mortgage Corporation, as servicer, and the Master Servicer, and acknowledged
by
the Trustee; and
3. Securitization
Subservicing Agreement dated as of February 1, 2007, by and among LBH,
Xxxxx Fargo Bank, N.A., 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.
1
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 $977,074,930.84 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.
2
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 Deutsche Bank National Trust Company
(the
“Custodian”), for the Depositor. The Custodian is required to review, within 45
days following the Closing Date, each Mortgage File. If in the course of
such
review the 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;
3
(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 Mae 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;
4
(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 98.48% and 1.52% 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 98.48% 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;
5
(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;
6
(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 18.53% 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);
7
(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. The documents, instruments and agreements submitted for loan
underwriting were not falsified and contain no untrue statement of material
fact
or omit to state a material fact required to be stated therein or necessary
to
make the information and statements therein not misleading. 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;
8
(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, true and accurate Mortgage
File in compliance with Section 1.02 hereof, except for such documents the
originals of which have been delivered to the Custodian;
9
(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;
10
(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;
11
(C) With
respect to each Pool 1 Mortgage Loan, 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;
(D) The
applicable Servicer for each Pool 1 Mortgage Loan has fully furnished in
the
past (and the Seller shall cause the applicable Servicer to furnish in the
future), in accordance with the Fair Credit Reporting Act and its implementing
regulations, 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;
(E) 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;
(F) 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;
12
(G)
With
respect to any Pool 1 Mortgage Loan secured by manufactured housing, (i)
each
contract is secured by a “single family residence” within the meaning of Section
25(e)(10) of the Code and (ii) the manufactured housing is the principal
residence of the borrower. The fair market value of the manufactured home
securing each contract was at least 80% of the adjusted issue price of the
contract at either (i) the time the contract was originated (determined pursuant
to the REMIC provisions of the Code) or (ii) the time the contract was
transferred to the Seller. Each such contract is a “qualified mortgage” under
Section 860G(a)(3) of the Code;
(H) To
the
best of the Seller’s knowledge, no borrower was required to select a Pool 1
Mortgage Loan product offered by a Transferor which is a higher cost product
designed for less creditworthy borrowers, unless at the time of such
Transferor’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 the mortgage loan’s originator
or any affiliate of such Transferor. 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 such Transferor, the Transferor referred the
borrower’s application to such affiliate for underwriting
consideration;
(I) 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 on the borrower’s
equity in the collateral as the principal determining factor in approving
the
extension of credit, but rather related to such facts as, without limitation,
the borrower’s credit history, income, assets or liabilities, to the proposed
mortgage payment. Such underwriting methodology confirmed that at the time
of
origination (application/approval), the borrower had a reasonable ability
to
make timely payments on the related Pool 1 Mortgage Loan;
(J) No
borrower under a Pool 1 Mortgage Loan 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 fees and charges, in total, do not exceed 0.25
percent of the loan amount; and
13
(K) No
Pool 1
Mortgage Loan was originated more than twelve months prior to the Closing
Date.
(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 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 Originator 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 March 1, 2007 must be made by the Mortgagor
on
or before March 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) (or 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.
14
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).
15
(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.
16
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.
17
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 Xxx | |
|
Name: Xxxxx 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 Schedule and Prepayment Charge Summary)
[To
be
retained in a separate closing binder entitled “BNC 2007-1 Mortgage Loan
Schedules”
at
Xxxxxx
Xxxxxx LLP]
Schedule
A
SCHEDULE
B
MORTGAGE
LOAN SCHEDULE FOR
FIRST
PAYMENT DEFAULT MORTGAGE LOANS
[To
be
retained in a separate closing binder entitled “BNC 2007-1 Mortgage Loan
Schedules” at Xxxxxx Xxxxxx LLP]
Schedule
B
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 the
Servicer of a Prepayment Charge pursuant to the related Servicing
Agreement.
Exhibit
A
EXHIBIT
B
FORM
OF
TERMS LETTER
February
1, 2007
Structured
Asset Securities Corporation
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Mortgage
Pass-Through Certificates, Series 2007-1
Ladies
and Gentlemen:
This
letter (the “Terms Letter”) is made in accordance with the Mortgage Loan Sale
and Assignment Agreement dated as of February 1, 2007 (the “Mortgage Loans
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]
Exhibit
B-1
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 Xxx |
||
|
Title:
Authorized Signatory
|
||
| Acknowledged and Agreed: | |||
| STRUCTURED ASSET SECURITIES CORPORATION | |||
|
By:
Name:
Xxxxx X.
Xxxxxxx
|
|||
|
Title:
Senior Vice President
|
Exhibit
B-2
