Exhibit 99.2
EXECUTION
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IBF SPECIAL PURPOSE CORPORATION VII,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of February 1, 2001
Amortizing Residential Collateral Trust
(Mortgage Pass-Through Certificates Series 2001-BC1)
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Table of Contents
Page
ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Sale of Mortgage Loans......................................1
Section 1.02. Delivery of Documents.......................................2
Section 1.03. Review of Documentation.....................................2
Section 1.04. Representations and Warranties of the Seller................3
Section 1.05. Grant Clause................................................4
Section 1.06. Assignment by Depositor.....................................4
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement; Assignment.....................4
Section 2.02. Entire Agreement............................................5
Section 2.03. Amendment...................................................5
Section 2.04. Governing Law...............................................6
Section 2.05. Severability of Provisions..................................6
Section 2.06. Indulgences; No Waivers.....................................6
Section 2.07. Headings Not to Affect Interpretation.......................6
Section 2.08. Benefits of Agreement.......................................6
Section 2.09. Counterparts................................................6
SCHEDULES
SCHEDULE A Mortgage Loan Schedule
EXHIBIT A Underwriting Criteria of each Transferor
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of February 1,
2001 (the "Agreement"), is executed by and between IBF Special Purpose
Corporation VII ("IBF VII" or the "Seller") and Structured Asset Securities
Corporation (the "Depositor").
All capitalized terms not defined herein shall have the same meanings
assigned to such terms in the Trust Agreement (the "Trust Agreement"), dated
as of February 1, 2001, between the Depositor and Xxxxx Fargo Bank Minnesota,
National Association, as trustee (the "Trustee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the mortgage loan sale and assignment agreement,
dated February 1, 2001, by and between Xxxxxx Brothers Holdings Inc. and the
Seller (the "Mortgage Loan Sale Agreement"), LBH has assigned, without
recourse, all of its right, title and interest in and to the Mortgage Loans to
the Seller and its rights and interest under the Transfer Agreements and the
Servicing Agreement (each as defined in the Mortgage Loan Sale Agreement)
relating to the Mortgage Loans to the Seller.
WHEREAS, the Seller desires to sell, without recourse, all of its right,
title and interest in and to the Mortgage Loans to the Depositor and to assign
all of its rights and interest under the Transfer Agreements, the Servicing
Agreement and the Mortgage Loan Sale Agreement relating to the Mortgage Loans
to the Depositor.
WHEREAS, the Seller and the Depositor acknowledge and agree that the
Depositor will convey the Mortgage Loans to a 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. 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, all the right, title and interest
of the Seller in and to the Mortgage Loans identified on Schedule A hereto,
having an aggregate Scheduled Principal Balance as of the Cut-off Date of
$217,850,332.99. Such conveyance includes, without limitation, the right to
all distributions of principal and interest received on or with respect to the
Mortgage Loans on or 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, 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, and the Seller's security interest in any collateral
pledged to secure the Mortgage Loans, including the Mortgaged Properties.
Concurrently with the execution and delivery of this Agreement, the
Seller hereby assigns to the Depositor all of its rights and interest under
each Transfer Agreement, the Servicing Agreement and the Mortgage Loan Sale
Agreement, other than any servicing rights retained pursuant to the provisions
of such Transfer Agreement and Servicing Agreement, and delegates to the
Depositor all of its obligations thereunder, to the extent relating to the
Mortgage Loans. Concurrently with the execution hereof, the Depositor tenders
the purchase price of $230,051,820. The Depositor hereby accepts such
assignment and delegation, and shall be entitled to exercise all the rights of
the Seller under each Transfer Agreement, the Servicing Agreement and the
Mortgage Loan Sale Agreement, as if the Depositor had been a party to each
such agreement.
Section 1.02. Delivery of Documents. (a) In connection with such transfer
and assignment of the Mortgage Loans hereunder, the Seller does hereby
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, as specified in the related Transfer
Agreements, the Servicing Agreement or the Mortgage Loan Sale Agreement.
(b) For Mortgage Loans (if any) that have been prepaid in full 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 Certificate Account maintained by the Trustee 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 Xxxxx Fargo Bank Minnesota, National Association (the "Trustee"), The Chase
Manhattan Bank, as successor by merger to Chase Bank of Texas, National
Association and U.S. Bank Trust National Association (each, a "Custodian" and,
collectively, the "Custodians") for the Depositor. Each Custodian and the
Trustee 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 discovers any document or documents constituting a part of a
Mortgage File that is missing, does not appear regular on its face (i.e., is
mutilated, damaged, defaced, torn or otherwise physically altered) or appears
to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule
(each a "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 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 date
hereof that:
(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, to carry on
its business as presently conducted, and to enter into and perform its
obligations under this Agreement;
(ii) the execution and delivery by the Seller of this Agreement have
been duly authorized by all necessary corporate action on the part of the
Seller; neither the execution and delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor compliance with
the provisions 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 this
Agreement and the consummation of the transactions contemplated 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) this Agreement has been duly executed and delivered by the
Seller and, assuming due authorization, execution and delivery by the
Depositor, constitutes a valid and binding obligation of the Seller
enforceable against it in accordance with its 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 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 this Agreement.
(b) The representations and warranties of each Transferor with respect to
the Mortgage Loans in the applicable Transfer Agreement were made as of the
date of such Transfer Agreement. To the extent that any fact, condition or
event with respect to a Mortgage Loan constitutes a breach of both (i) a
representation or warranty of a Transferor under the applicable Transfer
Agreement and (ii) a representation or warranty of LBH under the Mortgage Loan
Sale Agreement, the only right or remedy of the Depositor shall be the right
to enforce the obligations of such Transferor under any applicable
representation or warranty made by it. The Depositor acknowledges and agrees
that the representations and warranties of LBH in Section 1.04(b) of the
Mortgage Loan Sale Agreement are applicable only to facts, conditions or
events that do not constitute a breach of any representation or warranty made
by the related Transferor in the applicable Transfer Agreement. LBH shall have
no obligation or liability with respect to any breach of a representation or
warranty made by it with respect to the Mortgage Loans if the fact, condition
or event constituting such breach also constitutes a breach of a
representation or warranty made by the related Transferor in such Transfer
Agreement, without regard to whether the related Transferor fulfills its
contractual obligations in respect of such representation or warranty;
provided, however, that if the related Transferor fulfills its obligations
under the provisions of such Transfer Agreement by substituting for the
affected Mortgage Loan a mortgage loan which is not a Qualifying Substitute
Mortgage Loan, LBH shall, in exchange for such substitute mortgage loan,
provide the Depositor (a) with the applicable purchase price for the affected
Mortgage Loan or (b) within the two-year period following the Closing Date,
with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan.
Subject to the foregoing, the Seller represents and warrants upon delivery of
the Mortgage Loans to the Depositor hereunder, as to each, that it has
conveyed to the Depositor all right, title and interest in and to each
Mortgage Loan that was conveyed to the Seller by LBH pursuant to the Mortgage
Loan Sale Agreement, and has full right to transfer and sell each Mortgage
Loan to the Depositor free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest placed on such
Mortgage Loan by the Seller, 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.
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 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 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 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, 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 (and any Opinion of
Counsel requested 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 Certificateholders of not less than
66-2/3% of the Class Principal Amount or 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 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 Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected
thereby. For purposes of this paragraph, references to "Holder" or "Holders"
shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
(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 CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
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.
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 enjoy 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.
IBF SPECIAL PURPOSE CORPORATION VII,
as Seller
By: /s/ X.X. Xxxxxxx
____________________________________________
Name: X.X. Xxxxxx
Title: President
STRUCTURED ASSET SECURITIES
CORPORATION,
as Purchaser
By: /s/ Xxxxx X. Xxxxxxx
____________________________________________
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ACKNOWLEDGED BY:
XXXXX FARGO BANK MINNESOTA,
National Association,
as Trustee
By: /s/ Xxx Xxxxx
________________________________
Name: Xxx Xxxxx
Title: Vice President
SCHEDULE A
MORTGAGE LOAN SCHEDULE
EXHIBIT A
UNDERWRITING CRITERIA OF EACH TRANSFEROR
Maintained in a separate closing binder at Xxxxx & Wood LLP
entitled "Underwriting Criteria"
