EXCHANGE TRUST AGREEMENT
EXECUTION
This
EXCHANGE TRUST AGREEMENT (this “Agreement”)
dated
as of December 1, 2007, is executed by and among Structured Asset Securities
Corporation, as depositor (the “Depositor”)
and
Xxxxx Fargo Bank, N.A., solely in its capacity as trustee pursuant to the
Underlying Trust Agreement (as defined below) (the “Trustee”).
WITNESSETH
WHEREAS,
the Depositor, the Trustee, Aurora Loan Services, LLC, as Master Servicer and
Risk Management Group, LLC, as credit risk manager, have entered into a Trust
Agreement (the “Underlying
Trust Agreement”)
dated
as of December 1, 2007 establishing BNC Mortgage Loan Trust 2007-4 (the
“Underlying
Trust”);
WHEREAS,
the Underlying Trust has issued a series of certificates known as Mortgage
Pass-Through Certificates, Series 2007-4, evidencing the entire beneficial
interest in the Underlying Trust;
WHEREAS,
the Exchange Classes and Exchangeable Classes (each as defined herein) will
be
issued hereunder and will represent ownership interests in the Related REMIC
Classes (as defined herein);
WHEREAS,
all or a portion of the Exchange Classes may be exchanged for the related
Exchangeable Classes and vice
versa;
and
WHEREAS,
the parties hereto desire to create this Trust to issue the Exchange Classes
and
the Exchangeable Classes subject to the terms and conditions set forth
herein.
NOW
THEREFORE, the parties to this Agreement, in the several capacities hereinabove
set forth, do hereby declare and establish this Agreement and do hereby
undertake and otherwise agree as follows:
ARTICLE
I
DEFINED
TERMS
Capitalized
terms used and not defined herein shall have the respective meanings assigned
to
them in the Underlying Trust Agreement and the rules of construction set forth
therein shall apply hereto. In addition, whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
“Aggregate
Denomination”:
As to
any Class and date of determination, the aggregate of the denominations of
the
Outstanding Certificates of such Class on such date.
“Authorized
Officer”:
The
Chairman of the Board, the President or any Executive Vice President, Senior
Vice President or Vice President.
“Certificate”:
A
grantor trust pass-through security issued hereunder in a book-entry form as
authorized by this Agreement.
“Certificate
Registrar”:
For
the purposes of this Agreement, the Trustee appointed pursuant to the Underlying
Trust Agreement which shall act as Certificate Registrar under this Agreement
subject to the terms and conditions and entitled to the same rights, protections
and indemnities set forth in the Underlying Trust Agreement.
“Class”:
Each
Class of Certificates issued or issuable hereunder as set forth in Section
2.02
hereto and each REMIC Class issued under the Underlying Trust
Agreement.
“Class
Distribution Amount”:
As to
each Exchange Class and Exchangeable Class and any Distribution Date, an amount
equal to the aggregate of the Class Interest Distribution Amount and Class
Principal Distribution Amount if any on such date. As to each Related REMIC
Class on any Distribution Date, the sum of (i) the Current Interest and any
Carryforward Interest (each as defined in the Underlying Trust Agreement)
distributable to such Class pursuant to the Underlying Trust Agreement on such
date; and (ii) the amount of principal distributable to such Class pursuant
to
the Underlying Trust Agreement on such date.
“Class
Interest Distribution Amount”:
As to
each Exchange Class and Exchangeable Class, and each Distribution Date, an
amount equal to the sum of (i) Current Interest and (ii) any Carryforward
Interest (each as defined in the Underlying Trust Agreement) for such
Class.
“Class
Principal Amount”:
With
respect to any Exchange Class or Exchangeable Class (other than any Notional
Class), at any time, the aggregate of the Certificate Principal Amounts of
all
Outstanding Certificates of such Class.
“Class
Principal Distribution Amount”:
As to
each Exchange Class and Exchangeable Class (other than any Notional Classes),
and each Distribution Date, an amount as to principal equal to (i) the
concurrent distribution of principal in respect of each Related REMIC Class
multiplied by (ii) a fraction, the numerator of which is the Aggregate
Denomination of such Class and the denominator of which is the Initial
Authorized Denomination of such Class.
“Code”:
The
Internal Revenue Code of 1986, as amended, including any successor or amendatory
provisions.
“Distribution
Date”:
As to
any Exchange Class and Exchangeable Class, the Distribution Date for the Related
REMIC Classes.
“Exchange
Options”:
Any
allowable exchanges of Certificates as set forth on Appendix A.
“Exchange
Classes”
or
“Exchange
Certificates”:
Each
Class of Certificates identified as such in Appendix A hereto and issued
hereunder.
“Exchangeable
Classes”
or
“Exchangeable
Certificates”:
Each
Class of Certificates identified as such in Appendix A hereto and issued
hereunder.
2
“Initial
Authorized Denomination”:
With
respect to any Class and Exchange Option, the amount set forth with respect
to
such Class and such Exchange Option in Appendix A under the heading “Maximum
Balance” or “Maximum Original Balance.”
“Issue
Date”:
January 8, 2008.
“Notional
Amount”:
With
respect to any Notional Exchange Classes, as set forth in Appendix
A
hereto.
“Notional
Exchangeable Classes”:
Any of
the Class A2B, Class A3B, Class A4B, Class M1B, Class M2B, Class M3B, Class
M4B,
Class M5B or Class M6B Certificates.
“Outstanding
Certificate”:
Any
Outstanding Exchange Certificate and Outstanding Exchangeable
Certificate.
“Outstanding
Exchange Certificate”:
Any
Exchange Certificate issued on the Issue Date; provided,
however,
that
upon the exchange of any Exchange Certificate pursuant to Section 2.03 hereof,
the Exchange Certificate so exchanged shall be deemed no longer to be an
Outstanding Exchange Certificate, and the Exchangeable Certificate issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable
Certificate.
“Outstanding
Exchangeable Certificate”:
Any
Exchangeable Certificate issued on the Issue Date; provided,
however,
that
upon the exchange of any Exchangeable Certificate pursuant to Section 2.03
hereof, the Exchangeable Certificate so exchanged shall be deemed no longer
to
be an Outstanding Certificate, and each Exchange Certificate issued in exchange
therefor shall be deemed to be an Outstanding Exchange Certificate.
“Paying
Agent”:
For
the purposes of this Agreement, the Trustee appointed pursuant to the Underlying
Trust Agreement which shall act as Paying Agent under this Agreement subject
to
the same terms and conditions and entitled to the same rights, protections
and
indemnities set forth in the Underlying Trust Agreement.
“Prospectus”:
The
prospectus dated November 26, 2007, as supplemented by a prospectus supplement
dated January 8, 2008, relating to the BNC Mortgage Loan Trust, Mortgage
Pass-Through Certificates Series 2007-4.
“Realized
Loss Allocation Amount”:
As to
each Exchange Class or Exchangeable Class and Distribution Date, an amount
equal
to the aggregate of the Realized Losses on such Distribution Date in respect
of
the Related REMIC Class or Classes multiplied by a fraction, the numerator
of
which is equal to the Aggregate Denomination of such Exchange or Exchangeable
Class at the close of business on the related Record Date and the denominator
of
which is the Initial Authorized Denomination with respect to such Class.
“Related
REMIC Class”:
As to
any Exchange Class (and each Exchangeable Class of the same Exchange Option),
the REMIC Class with the identical Class designation as such Exchange
Class.
3
“REMIC
Class”
or
“REMIC
Certificates”:
Each
of the following Classes of Certificates issued under the Underlying Trust
Agreement in uncertificated form: the Class
A2,
Class
A3,
Class A4, Class M1, Class M2, Class M3, Class M4, Class M5 and Class
M6
Certificates.
“Trust”:
The
trust created by this Agreement, the corpus of which consists of the Trust
Fund.
“Trust
Account”:
As
defined in Section 3.02 hereof.
“Trust
Fund”:
The
corpus of the trust created by this Agreement, consisting of the Trust Account
and the uncertificated interests in the REMIC Certificates issued by the
Underlying Trust and all payments thereon and all rights
thereunder.
“Underlying
Trust”:
As
defined in the Preamble hereof.
“Underwriting
Agreement”:
The
Underwriting Agreement Standard Terms, dated as of December 21, 2005, as
supplemented by the Terms Agreement, dated as of January 8, 2008, each by and
between the Depositor and Xxxxxx Brothers Inc.
“WHFIT”:
A
“widely held fixed investment trust” as that term is defined in Treasury
Regulations section 1.671-5(b)(22) or successor provisions.
“WHFIT
Regulations”:
Treasury Regulations section 1.671-5, as amended.
“WHMT”:
A
“widely held mortgage trust” as that term is defined in Treasury Regulations
section 1.671-5(b)(23) or successor provisions.
ARTICLE
II
THE
TRUST
Section
2.01. Acceptance
of REMIC Certificates.
The
Trustee acknowledges (i) the transfer and assignment to the Trustee of any
uncertificated interests in the REMIC Certificates pursuant to Section 3.10
of
the Underlying Trust Agreement and (ii) any transfer and assignment of
certificated REMIC Certificates, and hereby declares that it will hold the
same
in trust for the Certificateholders on the terms in this Agreement
contained.
Section
2.02. Certificates.
The
Certificates authorized by this Agreement shall consist of each Exchange
Class and Exchangeable Class having the characteristics specified or determined
as provided in Appendix A and the Underlying Trust Agreement, and otherwise
shall be subject to the terms and provisions set forth herein.
Section
2.03. Exchanges.
Certificates shall be exchangeable on the books of DTC, on and after the Closing
Date, by notice to the Trustee and under the terms and conditions hereinafter
set forth.
In
the
case of each Exchange Option, Exchange Certificates in such Exchange Option
shall be exchangeable for Exchangeable Certificates related to such Exchange
Option in respective denominations determined based on the proportion that
the
initial Certificate Principal Amount of such Exchange Certificates bears to
the
original Certificate Principal Amount (or original Notional Amount in the case
of Notional Exchangeable Classes) of the related Exchangeable Certificates,
as
set forth in Appendix A. Upon any such exchange the portions of the Exchange
Certificates designated for exchange shall be deemed cancelled and replaced
by
the Exchangeable Certificates issued in exchange therefor. Correspondingly,
Exchangeable Certificates related to an Exchange Option may be further
designated for exchange for Certificates of the Exchange Classes in such
Exchange Option in the respective denominations determined based on the
proportion that the initial Certificate Principal Amount (or initial Notional
Amount in the case of Notional Exchangeable Classes) of such Exchangeable
Certificates bear to the original Certificate Principal Amount of the related
Exchange Certificates, as set forth in Appendix A. There shall be no limitation
on the number of exchanges authorized pursuant to this Section 2.03, and, except
as set forth below, no fee or other charge shall be payable to the Trustee
or
DTC in connection therewith.
4
Upon
the
presentation and surrender by any Holder of its Certificates in the appropriate
combination as set forth on Appendix A, such Holder shall hereunder transfer,
assign, set over and otherwise convey to the Trustee, all of such Holder’s
right, title and interest in and to such Certificates, including all payments
of
interest thereon received after the month of the date specified in the notice
(as described in the immediately succeeding paragraph) relating to such
exchange.
In
order
to effect an exchange of Certificates, the Certificateholder shall provide
notice to the Trustee (substantially in the form of Exhibit I hereto) in writing
or by e-mail at XXXXXXXXXXXX-0@xxxxxxxxxx.xxx, Xxxxxxx.X.Xxxx@xxxxxxxxxx.xxx
and
Xxxxx.Xxxxxxx@xxxxxxxxxx.xxx no later than two Business Days before the proposed
exchange date. The exchange date may be any Business Day from and including
the
25th
day of
the month to the second to the last Business Day of the month subject to the
Trustee’s approval. The notice must be on the Certificateholder’s letterhead,
carry a medallion stamp guarantee and set forth the following information:
the
CUSIP number of both Certificates to be exchanged and Certificates to be
received; outstanding Certificate Principal Amount or Notional Amount and the
original Certificate Principal Amount or Notional Amount of the Certificates
to
be exchanged; the Certificateholder’s DTC participant number; and the proposed
exchange date. After receiving the notice, the Trustee shall e-mail the
Certificateholder with wire payment instructions relating to the exchange fee.
A
notice becomes irrevocable on the second Business Day before the proposed
exchange date.
Notwithstanding
any other provision herein set forth, a fee shall be payable to the Trustee
in
connection with each exchange equal to $5,000 for each exchange
request.
The
Trustee shall make the first distribution on an Exchange Certificate or an
Exchangeable Certificate received in an exchange transaction on the Distribution
Date in the following month to the Certificateholder of record as of the close
of business on the last day of the month of the exchange.
5
Section
2.04. Delivery
of Instruments.
The
Trustee shall furnish to each Holder, upon request, copies of this Agreement,
without attachments, applicable to the Certificate(s) held by such
Holder.
ARTICLE
III
CERTIFICATES;
DISTRIBUTIONS
Section
3.01. Issuance
of Certificates.
The
Classes of Certificates issued hereunder shall be issued in book-entry form
and
shall be maintained in the names of the record owners thereof as entries on
the
books of DTC. Such Certificates shall be in authorized denominations set forth
herein and in the Underlying Trust Agreement.
Section
3.02. Trust
Account.
On or
before the Issue Date, the Trustee shall either (i) open with a depository
institution one or more trust accounts in the name of the Trustee on behalf
of
the Trust Fund that shall collectively be the “Trust
Account,”
(ii) in lieu of maintaining any such account or accounts, maintain the
Trust Account by means of appropriate entries on its books and records
designating all amounts credited thereto in respect of the REMIC Certificates
and all investments of any such amounts as being held by it in its capacity
as
Trustee for the benefit of the Holders of the Certificates or
(iii) maintain the Trust Account in the form of any combination of accounts
or book entries described in clauses (i) and (ii) above. Any manner or manners
in which the Trust Account is maintained may at any time be changed without
notice to, or the approval of Holders of, the Certificates so long as funds
held
in the Trust Fund by, or for the account of, the Trustee shall at all times
be
identified. To the extent that the Trust Account is maintained by the Trustee
in
the manner provided for in clause (ii) above, all references herein to deposits
and withdrawals from the Trust Account shall be deemed to refer to credits
and
debits to the related books of the Trustee.
The
Trustee shall deposit in the Trust Account all distributions in respect of
the
REMIC Certificates received by it as Trustee hereunder. All such distributions
deposited from time to time in the Trust Account and all investments made with
such moneys, including all income or other gain from such investments, shall
be
held by the Trustee in the Trust Account as part of the Trust Fund as herein
provided, subject to withdrawal by the Trustee for distributions on the
Certificates.
Section
3.03. Distributions.
On each
Distribution Date, the Trustee shall withdraw from the Trust Account the Class
Distribution Amount for each Class and shall cause the Paying Agent to make
the
appropriate distributions to the Holders of each such Class of Outstanding
Exchange Certificates and Outstanding Exchangeable
Certificates. All distributions of such Class Distribution Amount that are
made
with respect to a particular Class shall be made pro
rata
among
all Certificates of such Class in proportion to their respective Certificate
Principal Amount (or Notional Amount, in the case of Notional Exchangeable
Classes), with no preference or priority of any kind.
Section
3.04. Allocation
of Realized Losses.
On each
Distribution Date, the Realized Loss Allocation Amount for each Exchange Class
and Exchangeable Class shall be applied to such Class in reduction of the Class
Principal Amount (or Class Notional Amount, in the case of Notional Exchangeable
Classes) thereof.
6
ARTICLE
IV
LIMITATION
OF LIABILITY
The
Trustee shall be entitled to the same rights, protections and indemnities
afforded to it under the Underlying Trust Agreement.
7
ARTICLE
V
THE
TRUSTEE
In
the
event that the Trustee, as holder of the REMIC Certificates, is requested to
vote in respect of any matter arising under the Underlying Trust Agreement
that
requires the vote of Holders of Certificates outstanding thereunder, the Trustee
shall vote such REMIC Certificates in such amounts and proportions as shall
reflect instructions received from Holders of any Outstanding Exchange
Certificates and Outstanding Exchangeable Certificates; provided,
that
absent receipt of such instructions, the Trustee shall abstain from voting.
The
Trustee shall promptly notify the Holders of any outstanding Exchange
Certificates of any such matter requiring their vote or consent.
ARTICLE
VI
TERMINATION
The
obligations and responsibilities of the Trustee shall terminate as to the Trust
upon the same terms and conditions as the Underlying Trust pursuant to the
Underlying Trust Agreement.
ARTICLE
VII
SUPPLEMENTAL
AGREEMENTS
This
Agreement may be amended or supplemented from time to time by the Depositor
and
the Trustee upon the same terms and conditions as the Underlying Trust Agreement
may be amended or supplemented.
ARTICLE
VIII
MISCELLANEOUS
Section
8.01. Certificateholders.
The
death of incapacity of any Certificateholder shall neither operate to terminate
this Agreement, nor entitle such Certificateholder’s legal representative or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding-up of the affairs of the Trust Fund, nor otherwise
affect the rights, duties and obligations of any of the parties to this
Agreement.
Except
as
provided in Article V and Article VII, no Certificateholder shall have any
right
to vote or in any manner otherwise control the operation and management of
the
Trust Fund or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Certificates, be construed so as
to
constitute the Certificateholders from time to time as partners or members
of an
association; nor shall any Certificateholder be under any liability to any
third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No
Certificateholder shall have any right, by virtue of any provision of this
Agreement, to institute any suit, action or proceeding in equity or at law
upon
or under or with respect to this Agreement unless an Event of Default shall
have
occurred and be continuing in respect of this Agreement. It is understood and
intended, and is expressly covenanted by each Certificateholder with every
other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
such Certificates, or to obtain or seek to obtain priority over or preference
to
any other such Holder, or to enforce any right under this Agreement, except
in
the manner herein provided and for the equal, ratable and common benefit of
all
Certificateholders. For the protection and enforcement of the provisions of
the
Section, each and every Certificateholder and the Trustee shall be entitled
to
such relief as can be given either at law or in equity.
8
Section
8.02. 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
8.03. Demands,
Notices and Communications.
All
formal demands, notices and communications by and among the Trustee, the
Certificate Registrar, the Paying Agent and the Holder of any Certificate shall
be in writing and delivered in person or by first class mail, postage prepaid,
or by facsimile to the Trustee at its address or facsimile number set forth
in
the Underlying Trust Agreement. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given whether
or not the Person to whom such notice shall have been directed receives such
notice.
Section
8.04. 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
or of the Certificates or the rights of the Holders thereof.
(b)
The
Trustee shall report required WHFIT information using the accrual method. The
Trustee shall make available WHFIT information to holders annually. In addition,
the Trustee will not be responsible or liable for providing subsequently
amended, revised or updated information to any holder, unless requested by
the
holder.
9
(c)
The
Trustee shall not be liable for failure to meet the reporting requirements
of
the WHFIT Regulations nor for any penalties thereunder if such failure is due
to: (i) the lack of reasonably necessary information being provided to the
Trustee, (ii) incomplete, inaccurate or untimely information being provided
to
the Trustee or (iii) the inability of the Trustee, after good faith efforts,
to
alter its existing information reporting systems to capture information
necessary to fully comply with the WHFIT Regulations for the 2008 calendar
year.
Each owner of a Certificate representing, in whole or in part, beneficial
ownership of an interest in a WHFIT, by acceptance of its interest in such
Certificate, will be deemed to have agreed to provide the Trustee with
information regarding any sale of such Certificate, including the price, amount
of proceeds and date of sale. Absent receipt of such information, and unless
informed otherwise by the Depositor, the Trustee may assume there is no
secondary market trading of WHFIT interests.
(d)
To
the extent required by the WHFIT Regulations, the Trustee shall use reasonable
efforts to publish on an appropriate website the CUSIPs for the Certificates
that represent ownership of a WHFIT. The CUSIPs so published will represent
the
Rule 144A CUSIPs. The Trustee shall make reasonable good faith efforts to keep
the website accurate and updated to the extent CUSIPs have been received. Absent
the receipt of a CUSIP, the Trustee shall use a reasonable identifier number
in
lieu of a CUSIP. The Trustee shall not be liable for investor reporting delays
that result from the receipt of inaccurate or untimely CUSIP
information.
(e)
For
federal income tax purposes, the grantor trust created hereunder shall have
a
calendar year taxable year. The Trustee shall prepare or cause to be prepared
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities, income tax information returns for
each taxable year with respect to the grantor trust.
10
IN
WITNESS WHEREOF, the parties hereto hereby execute this Agreement, as of the
day
and year first above written.
XXXXX
FARGO BANK, N.A.,
solely
in
its capacity as Trustee
By: /s/
Xxxxxx Xxxx
Name: Xxxxxx
Xxxx
Title: Vice
President
STRUCTURED
ASSET SECURITIES
CORPORATION,
in
its
capacity as Depositor
By: /s/
Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx
Xxxxxxx
Title: Vice
President
11
APPENDIX
A
Available
Exchange Options
|
Exchange
Certificates
|
Exchangeable
Certificates
|
|||||
|
Exchange
Options
|
Maximum
Initial
Principal
Balance
(1)
|
Class
|
Maximum
Initial
Principal
Balance/Initial
Notional
Amount(1)
|
Principal
Type
|
Interest
Type(2)
|
|
|
Exchange
Option 1
|
||||||
|
A2
|
$45,455,000
|
A2A
|
$45,455,000
|
Senior,
Sequential Pay
|
Variable
|
|
|
A2B
|
$45,455,000
|
Senior,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 2
|
||||||
|
A3
|
$75,129,000
|
A3A
|
$75,129,000
|
Senior,
Sequential Pay
|
Variable
|
|
|
A3B
|
$75,129,000
|
Senior,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 3
|
||||||
|
A4
|
$96,481,000
|
A4A
|
$96,481,000
|
Senior,
Sequential Pay
|
Variable
|
|
|
A4B
|
$96,481,000
|
Senior,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 4
|
||||||
|
M1
|
$21,653,000
|
M1A
|
$21,653,000
|
Subordinated
|
Variable
|
|
|
M1B
|
$21,653,000
|
Subordinated,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 5
|
||||||
|
M2
|
$14,178,000
|
M2A
|
$14,178,000
|
Subordinated
|
Variable
|
|
|
M2B
|
$14,178,000
|
Subordinated,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 6
|
||||||
|
M3
|
$6,702,000
|
M3A
|
$6,702,000
|
Subordinated
|
Variable
|
|
|
M3B
|
$6,702,000
|
Subordinated,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 7
|
||||||
|
M4
|
$6,960,000
|
M4A
|
$6,960,000
|
Subordinated
|
Variable
|
|
|
M4B
|
$6,960,000
|
Subordinated,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 8
|
||||||
|
M5
|
$6,186,000
|
M5A
|
$6,186,000
|
Subordinated
|
Variable
|
|
|
M5B
|
$6,186,000
|
Subordinated,
Interest-Only
|
Fixed
Rate
|
|||
|
Exchange
Option 9
|
||||||
|
M6
|
$4,124,000
|
M6A
|
$4,124,000
|
Subordinated
|
Variable
|
|
|
M6B
|
$4,124,000
|
Subordinated,
Interest-Only
|
Fixed
Rate
|
|||
|
(1)
|
Exchange
Certificates and Exchangeable Certificates in any Exchange Option
shall be
exchanged only in the proportion that the maximum initial principal
balances or maximum initial notional amounts of such certificates
bear to
one another as shown above.
|
|
(2)
|
Subject
to applicable net funds cap or adjusted net funds cap, as described
in the
Underlying Trust Agreement.
|
A-1
EXHIBIT
I
FORM
OF EXCHANGE LETTER
___,
20__
Xxxxx
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attention:
Corporate Trust Services, BNC
2007-4
|
Re:
|
BNC
Mortgage Loan Trust 2007-4,
|
Mortgage
Pass-Through Certificates, Series 2007-4
Ladies
and Gentlemen:
Pursuant
to the terms of the Exchange Trust Agreement dated as of December 1, 2007 (the
“Trust
Agreement”),
by
and among Structured Asset Securities Corporation, as depositor, and Xxxxx
Fargo
Bank, N.A., as trustee (the “Trustee”),
we
hereby present and surrender the Certificates specified on Schedule
I
attached
hereto and transfer, assign, set over and otherwise convey to the Trustee,
all
of our right, title and interest in and to such Certificates, including all
payments of interest thereon received after [___________], 2007, in exchange
for
the related Certificates specified on Schedule
I
attached
hereto.
We
agree
that upon such exchange the portions of the Certificates designated for exchange
shall be deemed cancelled and replaced by the Certificates issued in exchange
therefor. We confirm that we have paid a fee to the Trustee in connection with
such exchange equal to $5,000.
I-1
Sincerely,
By: _____________________________
Name:
Title:
Acknowledged
by:
XXXXX
FARGO BANK, N.A.,
as
Trustee
By: _____________________________
Name:
Title:
I-2
SCHEDULE
I
[insert
the information as to the Exchange Class(es) and Exchangeable Class(es) to
be
exchanged required by Section 2.04 of the Trust Agreement]
I-3
