EXECUTION
LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of December 1, 2004
Structured Asset Investment Loan Trust
2004-11
(Mortgage Pass-Through Certificates Series
2004-11)
TABLE OF CONTENTS
Page
ARTICLE I. CONVEYANCE OF MORTGAGE LOANS 6
Section 1.01.
Sale of Mortgage Loans.
6
Section 1.02.
Delivery of Documents.
7
Section 1.03.
Review of Documentation.
7
Section 1.04.
Representations and Warranties of the Seller.
8
Section 1.05.
Grant Clause.
19
Section 1.06.
Assignment by Depositor.
19
ARTICLE II. MISCELLANEOUS PROVISIONS 19
Section 2.01.
Binding Nature of Agreement; Assignment.
19
Section 2.02.
Entire Agreement.
19
Section 2.03.
Amendment.
20
Section 2.04.
Governing Law.
21
Section 2.05.
Severability of Provisions.
21
Section 2.06.
Indulgences; No Waivers.
21
Section 2.07.
Headings Not to Affect Interpretation.
21
Section 2.08.
Benefits of Agreement.
21
Section 2.09.
Counterparts.
21
SCHEDULE A-1
Transferred Mortgage Loan Schedule (including Prepayment Charge
Schedule)
SCHEDULE A-2
Originated Mortgage Loan Schedule (including Prepayment Charge
Schedule)
EXHIBIT A
Certain Defined Terms
EXHIBIT B
Form of Terms Letter
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
December 1, 2004 (the “Agreement”), is executed by and
between Lehman 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 December 1, 2004, among the Depositor, Aurora Loan Services,
Inc., as master servicer (the “Master Servicer”), The
Murrayhill Company, as credit risk manager, Wells Fargo Bank, N.A.,
as securities administrator, and LaSalle Bank National Association,
as trustee (the “Trustee”).
W I T N E
S S E T H :
WHEREAS, pursuant to the following specified mortgage loan purchase
and warranties agreements (each, a “LBH Transfer
Agreement”), the Seller has purchased or received from
certain transferors identified below (each, a “LBH
Transferor”) certain mortgage loans, each as identified on
the Mortgage Loan Schedule attached hereto as part of Schedule A-1
(collectively, the “LBH Transferred Mortgage
Loans”):
1.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Capital, A Division of Lehman Brothers Holdings, Inc. and
Aames Capital Corporation dated as of January 9, 2003; and
2.
Flow Purchase and Warranties Agreement by and between Lehman
Capital, A Division of Lehman Brothers Holdings, Inc. and BNC
Mortgage Inc. dated as of August 15, 2000;
WHEREAS, Lehman Brothers Bank, FSB (the “Bank”),
pursuant to the following specified mortgage loan purchase and
warranties agreements (each, a “Bank Transfer
Agreement,” and together with the LBH Transfer Agreements,
the “Transfer Agreements”), has purchased or received
from certain transferors identified below (each, a “Bank
Transferor,” and together with the LBH Transferors, the
“Transferors”) certain mortgage loans, each identified
on the Mortgage Loan Schedule attached hereto as part of Schedule
A-1 (collectively, the “Bank Transferred Mortgage
Loans” and, together with the LBH Transferred Mortgage Loans,
the “Transferred Mortgage Loans”):
1.
Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Accredited Home Lenders, Inc. dated
as of December 1, 2001, amended as of June 10, 2002, November 19,
2003 and January 2, 2004;
2.
Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and ACT Lending Corporation dated as of
August 1, 2002;
3.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Allstate Home Loan, Inc. dated as of July 22, 2004;
4.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Alternative Financing Corporation dated as of April 17,
2003;
5.
Flow Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and BNC Mortgage Inc. dated as of March 1, 2002,
amended as of December 16, 2002 and June 2, 2003;
6.
Mortgage Loan Purchase, Warranties and Interim Servicing Agreement
by and between Lehman Brothers Bank, FSB and The CIT Group/Consumer
Finance, Inc., The CIT Group/Consumer Finance, Inc. (NY), and the
CIT Group/Consumer Finance, Inc. (TN) dated as of January 22,
2004;
7.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Community Lending, Incorporated dated
as of March 8, 2004;
8.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and E-Loan Mortgage dated as of December 5, 2002;
9.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Equity Financial Inc. dated as of February 19, 2002;
10.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Fieldstone Mortgage Company dated as of October 17, 2002;
11.
Flow Mortgage Loan Purchase Agreement by and between Lehman
Brothers Bank, FSB and Fieldstone Mortgage Company dated as of July
1, 2000 and Amendment No. 1 dated as of July 20, 2001 and
further amended by Amendment No. 2 dated as of October 31,
2002;
12.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Finance America, LLC dated as of
January 1, 2003 (for conventional, fixed and adjustable rate
residential mortgage loans);
13.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and First Horizon Home Loan Corporation
dated as of September 24, 2004;
14.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and First Mutual Corp. dated as of June 24, 2002;
15.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and First NLC Financial Services,
Inc. dated as of June 6, 2003;
16.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Gateway Financial Corp. as of August 28, 2003;
17.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and GMFS, LLC dated as of September 27,
2004;
18.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Greenwich Home Mortgage dated as of May 15, 2003;
19.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Harbourton Mortgage Investment Corporation dba HMIC dated as of
December 21, 2001;
20.
Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Household Finance Corporation (as
servicer) and each Seller listed on Exhibit I, dated as of
September 1, 2002, Group 2002-2;
21.
Loan Sale Agreement by and between Lehman Brothers Bank, FSB and
Household Financial Services, Inc. dated as of August 31, 2002;
22.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Ideal Mortgage Bankers, Ltd dba Lend America dba Lending Key
dated as of July 28, 2004;
23.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Novelle Financial Services, Inc.
dated as of February 21, 2003;
24.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Lenders Direct Capital Corporation
dated as of September 10, 2001;
25.
Mortgage Loan Purchase Agreement by and between Lehman Brothers
Bank, FSB and Liberty Savings Bank, FSB as Seller and Liberty
Lending Services, Inc. as servicer dated as of March 31, 2002;
26.
Mortgage Loan Purchase Agreement by and between Lehman Brothers
Bank, FSB and Lime Financial Services, Ltd. dated as of August 21,
2003;
27.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and MILA, Inc. dated as of June 4, 2002,
amended as of February 5, 2003 and February 13, 2004;
28.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and MLSG Inc. dated as of June 11, 2002;
29.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Mylor Financial Group, Inc. dated as of July 2, 2003;
30.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and NC Capital Corporation dated as of
May 18, 2004;
31.
Flow Mortgage Loan Purchase and Warranties Agreement dated as of
June 20, 2003 by and between Lehman Brothers Bank, FSB and Oakmont
Mortgage;
32.
Seller's Warranties and Servicing Agreement by and between Lehman
Brothers Bank, FSB and Option One Mortgage Corporation, Option One
Owner Trust 2001-1A, Option One Owner Trust 2002-3, Option One
Owner Trust 2002-4 dated as of November 20, 2003;
33.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Pinnacle Financial Corporation dated
as of February 12, 2004, Group No. 2004-1;
34.
Flow Mortgage Loan Purchase, Warranties & Servicing Agreement
by and between Lehman Brothers Bank, FSB and The Provident Bank
dated as of August 28, 2003;
35.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and The Provident Bank dated as of June
20, 2002 and amended as of August 28, 2002 and November 26,
2002;
36.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and The Provident Bank dated as of June
20, 2002 and amended as of August 28, 2002, November 26, 2002 and
January 28, 2004;
37.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and RMR Financial dated as of January 22, 2004;
38.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Sea Breeze Mortgage Services dated as of January 30, 2003;
39.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Secured Funding Corporation dated as of March 13, 2003;
40.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Sherwood Mortgage Group, Inc. dated as of April 15, 2004;
41.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Stonecreek Funding Corp. dated as of July 8, 2002;
42.
Loan Purchase Agreement by and between Lehman Brothers Bank, FSB
and Superior Mortgage dated as of February 12, 2002;
43.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and The Mortgage Store Financial, Inc.
dated as of July 23, 2001;
44.
Mortgage Loan Purchase Agreement by and between Lehman Brothers
Bank, FSB and United Pacific Mortgage Dated as of April 4, 2002;
and
45.
Flow Mortgage Loan Purchase and Warranties Agreement by and between
Lehman Brothers Bank, FSB and Wilmington National Finance, Inc. as
of August 22, 2002;
WHEREAS, in addition to the Bank Transferred Mortgage Loans, the
Bank has directly underwritten and funded certain mortgage loans
originated by Aurora Loan Services Inc. and other correspondents or
otherwise purchased certain mortgage loans identified on the
Mortgage Loan Schedule attached hereto as Schedule A-2 (the
“Bank Originated Mortgage Loans,” and together with the
Bank Transferred Mortgage Loans, the “Bank Mortgage
Loans,” and the Bank Mortgage Loans, together with the LBH
Transferred Mortgage Loans, collectively referred to hereinafter as
the “Mortgage Loans”);
WHEREAS, pursuant to an Assignment and Assumption Agreement (the
“Assignment and Assumption Agreement”), dated as of
December 1, 2004, between the Bank, as assignor, and LBH, as
assignee, the Bank has assigned all of its right, title and
interest in and to the foregoing Bank Transfer Agreements and
related Bank Mortgage Loans as listed on Schedule A-1, in the case
of Bank Transferred Mortgage Loans, or Schedule A-2, in the case of
the Bank Originated Mortgage Loans, and LBH has accepted the rights
and benefits of, and assumed the obligations of the Bank under, the
Bank Transfer Agreements;
WHEREAS, LBH is a party to the following servicing agreements
(collectively, the “Servicing Agreements”) pursuant to
which the Mortgage Loans are to be initially serviced by certain
servicers as indicated below (each, a “Servicer,” and
collectively, the “Servicers”):
1.
Servicing Agreement dated as of December 1, 2004, among LBH, as
seller, and Aurora Loan Services Inc., in the dual capacities of
servicer and Master Servicer;
2.
Securitization Servicing Agreement dated as of December 1, 2004,
among LBH, as seller, Chase Manhattan Mortgage Corporation, as
servicer, and the Master Servicer;
3.
Securitization Servicing Agreement dated as of December 1, 2004,
among LBH, as seller, Ocwen Federal Bank FSB, as servicer, and the
Master Servicer;
4.
Servicing Agreement dated as of December 1, 2004, among LBH, as
seller, Option One Mortgage Corporation, as servicer, and the
Master Servicer;
5.
Subservicing Agreement dated as of December 1, 2004, among LBH, as
seller, Option One Mortgage Corporation, as servicer, and the
Master Servicer;
6.
Subservicing Agreement dated as of December 1, 2004, among LBH, as
seller, Wells Fargo Bank, N.A., as servicer, and the Master
Servicer; and
7.
Reconstituted Servicing Agreement dated as of December 1, 2004
among LBH, as seller, Wells Fargo Bank, N.A., as servicer, and the
Master Servicer;
WHEREAS, the Seller desires to sell, without recourse, all of its
rights, title and interest in and to the Mortgage Loans to the
Depositor, assign all of its rights and interest under each
Transfer Agreement and each Servicing Agreement relating to the
Mortgage Loans referred to above, and delegate all of its
obligations thereunder, to the Depositor;
WHEREAS, the Seller and the Depositor acknowledge and agree that
the Depositor will convey the Mortgage Loans on the Closing Date 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 .
Sale of Mortgage Loans .
(a)
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 Schedules A-1 and
A-2 hereto, having an aggregate principal balance of
$2,299,579,137.70. Such conveyance 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 and delivery of this Agreement, the
Seller hereby assigns to the Depositor all of its rights and
interest under each Transfer Agreement (except for any rights
against the related Transferor with respect to (i) first payment
date defaults or early payment date defaults or (ii) reimbursement
of any amount in excess of the Purchase Price for a breach of a
representation or warranty) and each Servicing Agreement, other
than any servicing rights retained thereunder, and delegates to the
Depositor all of its obligations thereunder, to the extent relating
to the Mortgage Loans. The Seller and the Depositor further
agree that this Agreement incorporates the terms and conditions of
any assignment and assumption agreement or other assignment
document required to be entered into under any of the Transfer
Agreements (any such document, an “Assignment
Agreement”) and that this Agreement constitutes an Assignment
Agreement under such Transfer Agreement, and the Depositor hereby
assumes the obligations of the assignee under each such Assignment
Agreement. 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 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 each Transfer Agreement and each Servicing Agreement, other
than any servicing rights thereunder, as if the Depositor had been
a party to each such agreement.
Schedules of Mortgage Loans .
(b)
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. The Mortgage
Loan Schedule attached hereto as Schedule A-1 specifies those
Mortgage Loans that are Transferred Mortgage Loans and the Mortgage
Loan Schedule attached hereto as Schedule A-2 specifies those
Mortgage Loans that are Bank Originated Loans each of which
categories of Bank Mortgage Loans have been assigned by the Bank to
the Seller pursuant to the Assignment and Assumption Agreement.
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, as specified in the related Transfer
Agreements or Servicing Agreements.
(b)
For Mortgage Loans (if any) that have been prepaid in full on or
after the Cut-off Date and prior to the related Closing Date, the
Seller, in lieu of delivering the related Mortgage Files, herewith
delivers to the Depositor an Officer’s Certificate which
shall include a statement to the effect that all amounts received
in connection with such prepayment that are required to be
deposited in the Collection Account maintained by the Master
Servicer for such purpose have been so deposited.
Section 1.03.
Review of Documentation .
The Depositor, by execution and delivery hereof, acknowledges
receipt of the Mortgage Files pertaining to the Mortgage Loans
listed on the Mortgage Loan Schedule, subject to review thereof by
LaSalle Bank National Association, Deutsche Bank National Trust
Company, Wells Fargo Bank, N.A. and U.S. Bank National Association,
as applicable (each, a “Custodian” and, collectively,
the “Custodians”), for the Depositor. Each
Custodian is required to review, within 45 days following the
Closing Date, each applicable Mortgage File. If in the course
of such review the related Custodian identifies any Material
Defect, the Seller shall be obligated to cure such Material Defect
or to repurchase the related Mortgage Loan from the Depositor (or,
at the direction of and on behalf of the Depositor, from the Trust
Fund), or to substitute a Qualifying Substitute Mortgage Loan
therefor, in each case to the same extent and in the same manner as
the Depositor is obligated to the Trustee and the Trust Fund under
Section 2.02(c) of the Trust Agreement.
Section 1.04.
Representations and Warranties of the Seller .
(a)
The Seller hereby represents and warrants to the Depositor that as
of the Closing Date:
(i)
the Seller is a corporation duly organized, validly existing and in
good standing under the laws governing its creation and existence
and has full corporate power and authority to own its property,
carry on its business as presently conducted and enter into and
perform its obligations under the Assignment and Assumption
Agreement and this Agreement;
(ii)
the execution and delivery by the Seller of the Assignment and
Assumption Agreement and this Agreement have been duly authorized
by all necessary corporate action on the part of the Seller;
neither the execution and delivery of the Assignment and Assumption
Agreement or this Agreement, nor the consummation of the
transactions therein or herein contemplated, nor compliance with
the provisions thereof or hereof, will conflict with or result in a
breach of, or constitute a default under, any of the provisions of
any law, governmental rule, regulation, judgment, decree or order
binding on the Seller or its properties or the certificate of
incorporation or bylaws of the Seller;
(iii)
the execution, delivery and performance by the Seller of the
Assignment and Assumption Agreement and this Agreement and the
consummation of the transactions contemplated thereby and hereby do
not require the consent or approval of, the giving of notice to,
the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency,
except such as has been obtained, given, effected or taken prior to
the date hereof;
(iv)
each of the Assignment and Assumption Agreement and this Agreement
has been duly executed and delivered by the Seller and, assuming
due authorization, execution and delivery by the Bank, in the case
of the Assignment and Assumption Agreement, and the Depositor, in
the case of this Agreement, constitutes a valid and binding
obligation of the Seller enforceable against it in accordance with
its respective terms, except as such enforceability may be subject
to (A) applicable bankruptcy and insolvency laws and other similar
laws affecting the enforcement of the rights of creditors generally
and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law;
and
(v)
there are no actions, suits or proceedings pending or, to the
knowledge of the Seller, threatened or likely to be asserted
against or affecting the Seller, before or by any court,
administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by the Assignment
and Assumption Agreement or this Agreement or (B) with respect to
any other matter which in the judgment of the Seller will be
determined adversely to the Seller and will if determined adversely
to the Seller materially and adversely affect it or its business,
assets, operations or condition, financial or otherwise, or
adversely affect its ability to perform its obligations under the
Assignment and Assumption Agreement or this Agreement.
(b)
The 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 Transferred
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 the Seller under this
Agreement, the sole right or remedy of the Depositor with respect
to a breach by the Seller of such representation and warranty
(except in the case of a breach by the Seller of the
representations made by it pursuant to Sections 1.04(b)(xiii),
(xiv), (xv), (xvi), (xvii), (xviii) and (xix)), shall be the right
to enforce the obligations of such Transferor under any applicable
representation or warranty made by it. The representations
made by the Seller pursuant to Sections 1.04(b)(xiii), (xiv), (xv),
(xvi), (xvii), (xviii) and (xix) shall be direct obligations of the
Seller. The Depositor acknowledges and agrees that the
representations and warranties of the Seller in this Section
1.04(b) (except in the case of those representations and
warranties made pursuant to Sections 1.04(b)(xiii), (xiv), (xv),
(xvi), (xvii), (xviii) (xix)) 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. The Seller shall have no
obligation or liability with respect to any breach of a
representation or warranty made by it with respect to the
Transferred Mortgage Loans (except in the case of those
representations and warranties made by it pursuant to Sections
1.04(b)(xiii), (xiv), (xv), (xvi), (xvii), (xviii) and (xix)) 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, the Seller 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 Transferred Mortgage Loans to the Depositor
hereunder, as to each, that:
(i)
The information set forth with respect to the Transferred Mortgage
Loans on the Mortgage Loan Schedule provides an accurate listing of
the Transferred Mortgage Loans, and the information with respect to
each Transferred 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 deli
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