STRUCTURED ASSET SECURITIES CORPORATION, as Purchaser and THORNBURG MORTGAGE FUNDING, INC., as Seller SASCO MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2007 (Adjustable Rate and Hybrid Mortgage Loans) Thornburg Mortgage Securities Trust...
EXECUTION
STRUCTURED
ASSET SECURITIES CORPORATION,
as
Purchaser
and
XXXXXXXXX
MORTGAGE FUNDING, INC.,
as
Seller
Dated
as
of February 1, 2007
(Adjustable
Rate and Hybrid Mortgage Loans)
Xxxxxxxxx
Mortgage Securities Trust 2007-1
Mortgage-Backed
Notes, Series 2007-1
Table
of Contents
Page
|
ARTICLE
I. DEFINITIONS AND SCHEDULES
|
2
|
|
|
Section
1.01.
|
Definitions
|
2
|
|
ARTICLE
II. SALE OF MORTGAGE LOANS AND THE CONTRACTUAL RIGHTS; PAYMENT
OF PURCHASE
PRICE
|
2
|
|
|
Section
2.01.
|
Sale
of Mortgage Loans; Assignment
of the Contractual Rights and the TMFI Contractual Rights
|
2
|
|
Section
2.02.
|
Obligations
of the Seller Upon Sale
|
2
|
|
Section
2.03.
|
Payment
of Purchase Price for the Mortgage Loans
|
4
|
|
ARTICLE
III. REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
|
4
|
|
|
Section
3.01
|
Seller
Representations and Warranties Relating to the Mortgage
Loans
|
4
|
|
Section
3.02.
|
Seller’s
Representations and Warranties
|
4
|
|
Section
3.03
|
Remedies
for Breach of Representations and Warranties
|
5
|
|
ARTICLE
IV. SELLER’S COVENANTS
|
6
|
|
|
Section
4.01.
|
Covenants
of the Seller
|
6
|
|
ARTICLE
V. INDEMNIFICATION
|
6
|
|
|
Section
5.01.
|
Indemnification
|
6
|
|
ARTICLE
VI. TERMINATION
|
6
|
|
|
Section
6.01.
|
Termination
|
6
|
|
ARTICLE
VII. MISCELLANEOUS PROVISIONS
|
7
|
|
|
Section
7.01.
|
Amendment
|
7
|
|
Section
7.02.
|
Governing
Law
|
7
|
|
Section
7.03.
|
Notices
|
7
|
|
Section
7.04.
|
Severability
of Provisions
|
8
|
|
Section
7.05.
|
Counterparts
|
8
|
|
Section
7.06.
|
Further
Agreements
|
8
|
|
Section
7.07.
|
Intention
of the Parties
|
8
|
|
Section
7.08.
|
Successors
and Assigns: Assignment of Purchase Agreement
|
8
|
|
Schedule
I:
|
Mortgage
Loan Schedule.
|
I-1
|
|
Schedule
II:
|
List
of Servicers and Servicing Agreements
|
II-1
|
|
Schedule
III:
|
Seller’s
Representations and Warranties Relating to Mortgage Loans.
|
III-1
|
i
THIS
SASCO MORTGAGE LOAN PURCHASE AGREEMENT, dated as of February 1, 2007 (the
“Agreement”),
is
made and entered into between Xxxxxxxxx Mortgage Funding, Inc., a Delaware
corporation (the “Seller”),
and
Structured Asset Securities Corporation, a Delaware corporation (the
“Purchaser”).
W
I T N E S S E T H
WHEREAS,
effective with the execution of the TMFI Mortgage Loan Purchase Agreement dated
as of February 1, 2007 (the “TMFI Purchase Agreement”) between Xxxxxxxxx
Mortgage Home Loans, Inc. (the “Initial Seller”) as seller, and the Seller, as
purchaser, the Seller, as of the Closing Date, is the owner of the notes or
other evidence of indebtedness (the “Mortgage
Notes”)
so
indicated on Schedule I hereto referred to below, and the other documents or
instruments constituting the Mortgage File (collectively, the “Mortgage
Loans”)
and,
as a consequence thereof, the Seller owns the mortgages or deeds of trust (the
“Mortgages”)
on the
related properties (the “Mortgaged
Properties”)
securing such Mortgage Loans, including rights to (a) any property acquired
by
foreclosure or deed in lieu of foreclosure or otherwise, (b) the proceeds of
any
insurance policies covering the Mortgage Loans or the Mortgaged Properties
or
the obligors on the Mortgage Loans and (c) the Seller’s security interest in any
Additional Collateral; and
WHEREAS,
effective with the execution of the TMFI Mortgage Loan Purchase Agreement,
the
Initial Seller, as of the Closing Date, has assigned to the Seller all its
rights and interest under the servicing agreements identified on Schedule II
hereto (each a “Servicing
Agreement,”
and
together the “Servicing
Agreements”),
other
than any servicing rights retained pursuant to the provisions of the Servicing
Agreements, but only to the extent such rights relate to the servicing of the
Mortgage Loans (the “Contractual
Rights”);
and
WHEREAS,
the parties hereto desire that the Seller sell the Mortgage Loans, the Mortgages
and related assets referred to above, assign the Contractual Rights and assign
its rights with respect to the representations and warranties of the Initial
Seller and remedies for breach pursuant to the TMFI Purchase Agreement (such
rights and remedies, the “TMFI
Contractual Rights”)
to the
Purchaser pursuant to the terms of this Agreement; and
WHEREAS,
the Seller understands that the Purchaser, simultaneously with the execution
of
this Agreement, intends to transfer and assign all of its rights, title and
interests in and to the Mortgage Loans, the Mortgages and the related assets,
the Contractual Rights and the TMFI Contractual Rights to Xxxxxxxxx Mortgage
Securities Trust 2007-1 (the “Trust”)
pursuant to the terms of that certain Sale and Servicing Agreement (the
“Sale
and Servicing Agreement”)
dated as
of February 1, 2007 by and among the Trust, as issuer (the “Issuer”),
the
Purchaser, as depositor (in such capacity, the “Depositor”),
the
Seller, the Initial Seller, Xxxxx Fargo Bank, N.A., as master servicer and
securities administrator, and LaSalle Bank, National Association, as indenture
trustee (the “Indenture
Trustee”),
and
the Seller has agreed to perform certain obligations under this Agreement to
accommodate such transfer and assignment; and
WHEREAS,
the Issuer intends to pledge the Mortgage Loans, the Mortgages and related
assets, the Contractual Rights and the TMFI Contractual Rights to the Indenture
Trustee pursuant to an Indenture dated as of February 1, 2007 (the “Indenture”)
between the Issuer and the Indenture Trustee, pursuant to which the Issuer
shall
issue its Mortgage-Backed Notes, Series 2007-1 (the “Notes”),
the
payment of which is to be secured by such pledged assets.
1
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE
I.
DEFINITIONS
AND SCHEDULES
Section
1.01. Definitions. Any
capitalized term used but not defined herein shall have the meaning assigned
thereto in the Sale and Servicing Agreement and the Indenture.
ARTICLE
II.
SALE
OF
MORTGAGE LOANS AND THE CONTRACTUAL RIGHTS;
PAYMENT
OF PURCHASE PRICE
Section
2.01. Sale
of Mortgage Loans; Assignment of the Contractual Rights and the TMFI Contractual
Rights. The
Seller, concurrently with the execution and delivery of this Agreement, does
hereby sell, assign, set over, and otherwise convey to the Purchaser, without
recourse, all of its right, title and interest in, to and under (i) each
Mortgage Loan, including the related Cut-Off Date Principal Balance, and all
collections in respect of interest and principal due after the Cut-Off Date
(and
all principal received before the Cut-Off Date to the extent such principal
relates to a Monthly Payment due after the Cut-Off Date); (ii) property which
secured such Mortgage Loan and which has been acquired by foreclosure or deed
in
lieu of foreclosure; (iii) its interest in any insurance policies in respect
of
the Mortgage Loans; (iv) any Additional Collateral with respect to the Mortgage
Loans; and (v) all proceeds of any of the foregoing.
Concurrently
with the execution and delivery of this Agreement, the Seller hereby assigns
to
the Purchaser the Contractual Rights and the TMFI Contractual Rights. The
Purchaser hereby accepts such assignment, and shall be entitled to exercise
such
Contractual Rights under each Servicing Agreement and such TMFI Contractual
Rights as if the Purchaser had been a party to each such Servicing Agreement
and
the TMFI Purchase Agreement, respectively.
Section
2.02. Obligations
of the Seller Upon Sale and Assignment. In
connection with the transfer and assignment pursuant to Section 2.01 hereof,
the
Seller further agrees, at its own expense, on or prior to the Closing Date,
(a)
to indicate in its books and records that the Mortgage Loans have been sold
to
the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser
and
the Indenture Trustee, a computer file containing a true and complete list
of
all such Mortgage Loans specifying for each such Mortgage Loan, as of the
Cut-Off Date, (i) its account number and (ii) the Cut-Off Date Principal Balance
and such file, which forms a part of Schedule A to the Sale and Servicing
Agreement, shall also be marked as Schedule I to this Agreement and is hereby
incorporated into and made a part of this Agreement.
2
In
connection with such conveyance by the Seller, the Seller shall on behalf of
the
Purchaser and the Issuer cause the Initial Seller to deliver to, and deposit
with the Indenture Trustee (or its custodian), on or before the Closing Date,
the documents described in Section 2.01 of the Sale and Servicing Agreement
including, but not limited to, the Mortgage File, the Servicing Agreements
and a
copy of the TMFI Purchase Agreement. In the case of the Mortgage Loans (if
any)
that have been prepaid in full after the Cut-off Date and prior to execution
of
this Agreement, the Seller, in lieu of causing the Initial Seller to deliver
the
related Mortgage Files, shall cause the Initial Seller to deliver to the
Purchaser an Officer’s Certificate which shall include a statement to the effect
that all amounts received in connection with such prepayments that are required
to be deposited in the Collection Account pursuant to Section 2.01 of the Sale
and Servicing Agreement have been so deposited.
The
Seller hereby confirms to the Purchaser that it has made the appropriate entries
in its general accounting records, to indicate that the Mortgage Loans have
been
transferred as directed by the Purchaser.
The
Purchaser hereby acknowledges its acceptance of all rights, title and interests
in, to and under the Mortgage Loans and other property, the Contractual Rights
and the TMFI Contractual Rights, now existing or hereafter created, conveyed
to
it pursuant to Section 2.01 hereof.
The
parties hereto intend that the transaction set forth herein be a non-recourse
sale by the Seller to the Purchaser of all of the Seller’s rights, title and
interests in, to and under the Mortgage Loans and other property described
in
Section 2.01. Nonetheless, in the event the transaction set forth herein is
deemed not to be a sale, the Seller hereby grants to the Purchaser a security
interest in all of the Seller’s rights, title and interests in, to and under the
Mortgage Loans and other property described in Section 2.01, whether now
existing or hereafter created, to secure all of the Seller’s obligations
hereunder; and this Agreement shall constitute a security agreement under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that,
if
this Agreement were deemed to create a security interest in the Mortgage Loans,
the Contractual Rights and the TMFI Contractual Rights, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of the
Indenture.
3
Section
2.03. Payment
of Purchase Price for the Mortgage Loans. In
consideration of the sale of the Mortgage Loans, the related assets, the
Contractual Rights and the TMFI Contractual Rights from the Seller to the
Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on
the
Closing Date by transfer of immediately available funds, an amount equal to
$1,475,654,383.67 (which amount includes accrued interest) (the “Purchase
Price”).
The
Seller shall pay, and be billed directly for, all reasonable expenses incurred
by the Purchaser or the Issuer in connection with the issuance of the Notes,
including, without limitation, printing fees incurred in connection with the
Preliminary Prospectus Supplement, the Final Prospectus Supplement and the
Memorandum relating to the Notes, fees and expenses of Purchaser’s counsel, fees
of the rating agencies requested to rate the Notes, accountant’s fees and
expenses and the fees and expenses of the Trustee and other out-of-pocket costs,
if any.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
Section
3.01. Representations
and Warranties Relating to the Mortgage Loans. In
addition to the assignment of the TMFI Contractual Rights, the Seller hereby
makes the representations and warranties set forth in Schedule III hereto
applicable to the Mortgage Loans and by this reference incorporated herein,
as
of the Closing Date.
Section
3.02. Seller’s
Representations and Warranties. The
Seller represents, warrants and covenants to the Purchaser as of the Closing
Date or as of such other date specifically provided herein:
(i) the
Seller is duly organized, validly existing and in good standing as a corporation
under the laws of the State of Delaware and is and will remain in compliance
with the laws of each state in which any Mortgaged Property is located to the
extent necessary to fulfill its obligations hereunder;
(ii) the
Seller has the power and authority to hold each Mortgage Loan, to sell each
Mortgage Loan, to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The Seller has
duly
authorized the execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement and this Agreement, assuming due
authorization, execution and delivery by the Purchaser, constitutes a legal,
valid and binding obligation of the Seller, enforceable against it in accordance
with its terms except as the enforceability thereof may be limited by
bankruptcy, insolvency or reorganization or other similar laws in relation
to
the rights of creditors generally;
(iii) the
execution and delivery of this Agreement by the Seller and the performance
of
and compliance with the terms of this Agreement will not violate the Seller’s
certificate of incorporation or by-laws or constitute a material default under
or result in a material breach or acceleration of, any material contract,
agreement or other instrument to which the Seller is a party or which may be
applicable to the Seller or its assets;
(iv) the
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal or
governmental agency having jurisdiction over the Seller or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Seller or its assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
4
(v) the
Seller does not believe, nor does it have any reason or cause to believe, that
it cannot perform each and every covenant contained in this
Agreement;
(vi) the
Seller has good, marketable and indefeasible title to the Mortgage Loans, free
and clear of any and all liens, pledges, charges or security interests of any
nature encumbering the Mortgage Loans;
(vii) the
Mortgage Loans are not being transferred by the Seller with any intent to
hinder, delay or defraud any creditors of the Seller;
(viii) there
are
no actions or proceedings against, or investigations known to it of, the Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans or the consummation of the transactions contemplated by this Agreement
or
(C) that might prohibit or materially and adversely affect the performance
by
the Seller of its obligations under, or validity or enforceability of, this
Agreement;
(ix) no
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained;
and
(x) the
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
this Agreement are not subject to the bulk transfer or any similar statutory
provisions.
Section
3.03. Remedies
for Breach of Representations and Warranties.
It is
understood and agreed that (i) the representations and warranties set forth
in
Sections 3.01 and 3.02 and the provisions of Article V, shall survive the
purchase of the Mortgage Loans, the Contractual Rights and the TMFI Contractual
Rights hereunder (and in the case of Section 3.01, shall survive delivery of
the
respective Mortgage Files to the Indenture Trustee on behalf of the Purchaser)
and shall inure to the benefit of the Purchaser and its assigns, notwithstanding
any restrictive or qualified endorsement on any Mortgage Note or Assignment
or
the examination or lack of examination of any Mortgage File and (ii) the
remedies for the breach of such representations and warranties and for the
failure to deliver the documents referred to in Section 2.02 hereof shall be
as
set forth in Section 2.04 of the Sale and Servicing Agreement.
5
ARTICLE
IV.
SELLER’S
COVENANTS
Section
4.01. Covenants
of the Seller.
The
Seller hereby covenants that, except for the transfer hereunder, it will not
sell, pledge, assign or transfer to any other Person, or grant, create, incur,
assume or suffer to exist any Lien on any Mortgage Loan, or any interest
therein; it will notify the Issuer, as assignee of the Purchaser and the
Indenture Trustee as an assignee of the Issuer of the existence of any Lien
on
any Mortgage Loan immediately upon discovery thereof; and it will defend the
right, title and interest of the Purchaser and its assigns, in, to and under
the
Mortgage Loans, against all claims of third parties claiming through or under
the Seller; provided,
however,
that
nothing in this Section 4.01 shall prevent or be deemed to prohibit the Seller
from suffering to exist upon any of the Mortgage Loans any Liens for municipal
or other local taxes and other governmental charges if such taxes or
governmental charges shall not at the time be due and payable or if the Seller
shall currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect
thereto.
ARTICLE
V.
INDEMNIFICATION
Section
5.01. Indemnification. The
Seller agrees to indemnify and to hold each of the Purchaser, the Trust and
the
Indenture Trustee, each of the officers and directors of each such entity and
each person or entity who controls each such entity or person harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, fees and expenses that the
Purchaser, the Trust, the Indenture Trustee, or any such person or entity may
sustain in any way related to the failure of the Seller to perform its duties
in
compliance with the terms of this Agreement. The Seller shall immediately notify
the Purchaser, the Trust and the Indenture Trustee if a claim is made under
this
provision. The Seller shall assume the defense of any such claim and pay all
expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Purchaser, the Trust, the Indenture Trustee or any such person
or
entity in respect of such claim.
ARTICLE
VI.
TERMINATION
Section
6.01. Termination.
The
respective obligations and responsibilities of the Seller and the Purchaser
created hereby shall terminate, except for the respective indemnity obligations
as provided herein, upon the termination of the Sale and Servicing Agreement
as
provided in Article X thereof.
6
ARTICLE
VII.
MISCELLANEOUS
PROVISIONS
Section
7.01. Amendment. This
Agreement may be amended from time to time by the Seller and the Purchaser
by
written agreement signed by the parties hereto.
Section
7.02. 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
7.03. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, addressed as follows:
if
to the
Seller:
Xxxxxxxxx
Mortgage Funding, Inc.
000
Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx
Xx,
Xxx Xxxxxx 00000
Attention:
Xxxxxxx Xxxxx
or
such
other address as may hereafter be furnished to the Purchaser, the Issuer and
the
Indenture Trustee in writing by the Seller.
if
to the
Purchaser:
Structured
Asset Securities Corporation
000
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Legal Department (Xxxxxxxxx 2007-1)
or
such
other address as may hereafter be furnished to the Seller, the Issuer and the
Indenture Trustee in writing by the Purchaser.
if
to the
Issuer:
Xxxxxxxxx
Mortgage Securities Trust 2007-1
c/o
Wilmington Trust Company
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Administrator (Xxxxxxxxx 2007-1)
or
such
other address as may hereafter be furnished to the Purchaser, the Indenture
Trustee and the Seller in writing by the Issuer.
7
If
to the
Indenture Trustee, its Corporate Trust Office:
or
such
other address as may hereafter be furnished to the Seller, the Issuer and the
Purchaser in writing by the Indenture Trustee.
Section
7.04. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, 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 of enforceability of the other provisions of this
Agreement.
Section
7.05. Counterparts.
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, which may be transmitted by telecopier
each of which, when so executed, shall be deemed to be an original and such
counterparts, together, shall constitute one and the same
agreement.
Section
7.06. Further
Agreements.
Each
party hereto agrees to execute and deliver to the other such additional
documents, instruments or agreements as may be necessary or reasonable and
appropriate to effectuate the purposes of this Agreement or in connection with
the issuance of the Notes under the Indenture.
Without
limiting the generality of the foregoing, as a further inducement for the
Purchaser to purchase the Mortgage Loans from the Seller, the Seller will
cooperate with the Purchaser in connection with the sale of the Notes. In that
connection, the Seller will provide to the Purchaser any and all information
and
appropriate verification of information, whether through letters of its auditors
and counsel or otherwise, as the Purchaser shall reasonably request and will
provide to the Purchaser such additional representations and warranties,
covenants, opinions of counsel, letters from auditors, and certificates of
public officials or officers of the Seller as are reasonably required in
connection with the offering of the Notes.
Section
7.07. Intention
of the Parties. It
is the
intention of the parties that the Purchaser is purchasing, and the Seller is
selling, the Mortgage Loans rather than pledging such Mortgage Loans to secure
a
loan by the Purchaser to the Seller. Accordingly, the parties hereto each intend
to treat the transaction as a sale by the Seller, and a purchase by the
Purchaser, of the Mortgage Loans. The Purchaser will have the right to review
the Mortgage Loans and the related Mortgage Files to determine the
characteristics of the Mortgage Loans which will affect the Federal income
tax
consequences of owning the Mortgage Loans and the Seller will cooperate with
all
reasonable requests made by the Purchaser in the course of such
review.
Section
7.08. Successors
and Assigns: Assignment of Purchase Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser and their respective assigns. The obligations of the
Seller under this Agreement cannot be assigned or delegated to a third party
without the consent of the Purchaser which consent shall be at the Purchaser’s
sole discretion, provided,
however,
that the
Purchaser acknowledges and agrees that the Seller may assign its obligations
hereunder to any Person into which the Seller is merged or any corporation
resulting from any merger, conversion or consolidation to which the Seller
is a
party or any Person succeeding to the business of the Seller. The parties hereto
acknowledge that the Purchaser is acquiring the Mortgage Loans, the Contractual
Rights and the TMFI Contractual Rights for the purpose of selling and assigning
them to the Issuer which will pledge them to the Indenture Trustee. As an
inducement to the Purchaser to purchase the Mortgage Loans, the Seller
acknowledges and consents to the assignment by the Purchaser to the Issuer
of
the TMFI Contractual Rights which may be enforced or exercised with the same
force and effect as if they had been enforced or exercised by the Purchaser
directly.
8
IN
WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be
signed to this SASCO Mortgage Loan Purchase Agreement by their respective
officers thereunto duly authorized as of the day and year first above
written.
STRUCTURED
ASSET SECURITIES
CORPORATION,
as Purchaser
By:/s/
Xxxx
Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
XXXXXXXXX
MORTGAGE FUNDING, INC.,
as
Seller
By:/s/
Xxxxxx
Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
On
the
___ day of February, 2007 before me, a Notary Public in and for said State,
personally appeared _________________, known to me to be a
________________________ of STRUCTURED ASSET SECURITIES CORPORATION, the
corporation that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
_______________________
Notary
Public
My
Commission Expires on _______________
|
STATE
OF NEW MEXICO
|
)
|
|
)ss.:
|
|
|
COUNTY
OF SANTA FE
|
)
|
On
the
____ day of February, 2007 before me, a notary public in and for said State,
personally appeared Xxxxxx Xxxxxxx, known to me to be a Senior Vice President
of
XXXXXXXXX MORTGAGE FUNDING, INC., a Delaware corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
_______________________
Notary
Public
My
Commission Expires ______________________
SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
[See
Schedule I of the Sale and Servicing Agreement]
I-1
SCHEDULE
II
LIST
OF
SERVICING AGREEMENTS (TMST 2007-1)
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1.
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(a)
Servicing Agreement, dated as of March 1, 2002, among Xxxxxxxxx Mortgage
Home Loans, Inc. (“Xxxxxxxxx”), as seller and servicer and Xxxxx Fargo
Bank N.A. (“Xxxxx Fargo”), as master servicer, as amended by the Amendment
to Servicing Agreement, dated as of December 1, 2002, and as amended
by
the Second Amendment to Servicing Agreement, dated as of January
1, 2006,
and (b) the Subservicing Acknowledgement Agreement, dated as of March
1,
2002, between Xxxxxxxxx, as servicer, and Cenlar FSB, as sub-servicer
(“Cenlar”), as amended by the Amendment to Subservicing Acknowledgement
Agreement, dated as of December 1, 2002, and by the Second Amendment
to
Subservicing Acknowledgement Agreement, dated as of January 1, 2006,
including the related Transfer Notice, dated February 21, 2007, from
Xxxxxxxxx, as seller, to Xxxxxxxxx, as servicer, and Cenlar, as
sub-servicer.
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2.
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Amended
and Restated Correspondent Loan Purchase Agreement, dated as of March
25,
2002, between Xxxxxxxxx Mortgage Home Loans, Inc. (“Xxxxxxxxx”) and First
Republic Bank (“First Republic”), including the related Transfer Notice,
dated February 21, 2007, from Xxxxxxxxx to First
Republic.
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3.
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Amended
and Restated Correspondent Loan Purchase Agreement, dated as of March
27,
2002, between Xxxxxxxxx Mortgage Home Loans, Inc., (“Xxxxxxxxx”) and
Colonial Savings, F.A. (“Colonial”), including the related Transfer
Notice, dated February 21, 2007, from Xxxxxxxxx to
Colonial.
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4.
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Correspondent
Loan Purchase Agreement, dated as of January 31, 2006, between Xxxxxxxxx
Mortgage Home Loans, Inc. (“Xxxxxxxxx”) and Mellon Trust of New England,
N.A. (“Mellon”), including the related Transfer Notice, dated February 21,
2007, from Xxxxxxxxx to Xxxxxx.
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5.
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Correspondent
Loan Purchase Agreement, dated as of April 6, 2006, between Xxxxxxxxx
Mortgage Home Loans, Inc. (“Xxxxxxxxx”) and First Horizon Home Loan Corp.
(“First Horizon”), including the related Transfer Notice, dated February
21, 2007, from Xxxxxxxxx to First
Horizon.
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II-1
SCHEDULE
III
SELLER’S
REPRESENTATIONS AND
WARRANTIES
RELATING TO
MORTGAGE
LOANS
The
Seller hereby represents and warrants to, and covenants with, the Purchaser
that, as to each Mortgage Loan, as of the Closing Date:
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(i)
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The
Mortgage Loan is not a loan (A) subject to 12 CFR Part 226.31, 12
CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
TILA, which implements the Home Ownership and Equity Protection Act
of
1994, as amended, or any comparable state law (B) a “High Cost Loan” or
“Covered Loan” as applicable, as such terms are defined in the current
Standard & Poor’s LEVELS® GLOSSARY classified and/or defined as a
“high cost” loan or “predatory,” “high cost,” “threshold” or “covered”
lending under any other state, federal or local law. The Mortgage
Loan at
the time it was made otherwise complied in all material respects
with any
and all requirements of any federal, state or local law including,
but not
limited to, all predatory lending laws, usury, truth in lending,
real
estate settlement procedures (including the Real Estate Settlement
Procedures Act of 1974, as amended), consumer credit protection,
equal
credit opportunity or disclosure laws applicable to such Mortgage
Loan.
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(ii)
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(a)
The information set forth in the final Mortgage Loan Schedule is
complete,
true and correct in all material respects and (b) the Mortgage Note
or an
affidavit of lost note with respect to each Mortgage Loan has been
delivered to the Indenture Trustee or its
designee.
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(iii)
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The
Seller has acquired its ownership of each Mortgage Loan in good faith
without notice of any adverse claim, and as of the Closing Date,
the
Mortgage Note and the Mortgage are not assigned or pledged, and
immediately prior to the sale of the Mortgage Loan to the Purchaser,
the
Seller was the sole owner thereof and with full right to transfer
and sell
the Mortgage Loan to the Purchaser free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security interest and with
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.
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III-1
