EXECUTION
LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of June 1, 2006
Structured Asset Investment Loan
Trust
Mortgage Pass-Through Certificates,
Series 2006-4
TABLE OF CONTENTS
Page
ARTICLE I. CONVEYANCE OF MORTGAGE
LOANS
4
Section 1.01.
Sale of Mortgage Loans.
4
Section 1.02.
Delivery of Documents.
5
Section 1.03.
Review of Documentation.
6
Section 1.04.
Representations and Warranties of the
Seller.
6
Section 1.05.
Grant Clause.
22
Section 1.06.
Assignment by Depositor.
22
ARTICLE II. MISCELLANEOUS
PROVISIONS
22
Section 2.01.
Binding Nature of Agreement;
Assignment.
22
Section 2.02.
Entire Agreement.
23
Section 2.03.
Amendment.
23
Section 2.04.
Governing Law.
24
Section 2.05.
Severability of Provisions.
24
Section 2.06.
Indulgences; No Waivers.
24
Section 2.07.
Headings Not to Affect
Interpretation.
24
Section 2.08.
Benefits of Agreement.
24
Section 2.09.
Counterparts.
25
SCHEDULE A-1
Transferred Mortgage Loan Schedule
(including Prepayment Charge Schedule)
SCHEDULE A-2
Bank Originated Mortgage Loan Schedule
(including Prepayment Charge Schedule)
SCHEDULE B
Mortgage Loan Schedule for First Payment
Default Mortgage Loans
EXHIBIT A
Certain Defined Terms
EXHIBIT B
Form of Terms Letter
This MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT, dated as of June 1, 2006 (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 June 1, 2006, among the
Depositor, Aurora Loan Services LLC, as master servicer (the
“Master Servicer”), Wells Fargo Bank, N.A., as
securities administrator (the “Securities
Administrator”), Clayton Fixed Income Services Inc., as
credit risk manager and U.S. 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 agreement (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
LBH (“Lehman Capital”) and Finance America, LLC dated
as of October 25, 2004;
2.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Capital and Finance
America, LLC dated as of August 4, 2004;
3.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Capital and Finance
America, LLC dated as of January 1, 2003 (for conventional, fixed
and adjustable rate residential mortgage loans); and
4.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Capital and Finance
America, LLC dated as of June 30, 1999 (for conventional, fixed and
adjustable rate residential mortgage loans);
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.
Amended and Restated Flow Mortgage Loan
Purchase and Warranties Agreement by and between the Bank and
Equifirst Corporation and Equifirst Mortgage Corporation of
Minnesota dated as of February 1, 2006;
2.
Flow Loan Purchase and Warranties
Agreement by and between the Bank and Residential Mortgage
Assistance Enterprise, LLC dated as of May 1, 2003 and amended as
of December 29, 2005;
3.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and First NLC
Financial Services, Inc. dated as of June 6, 2003 and amended as of
April 21, 2006;
4.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and First Street
Financial, Inc. dated as of March 1, 2004;
5.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Ameriquest
Mortgage Company and AMC Mortgage Services, Inc. dated as of April
11, 2005;
6.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Choice Capital
Funding, dated as of August 1, 2005;
7.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Finance America,
LLC dated as of January 1, 2003 (for conventional, fixed and
adjustable rate residential mortgage loans);
8.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and First Horizon Home
Loan Corporation dated as of September 24, 2004 and amended for Reg
AB as of March 7, 2006;
9.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Liberty American
Mortgage Corp. dated as of December 23, 2004 and amended as of
April 1, 2006;
10.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Metrocities
Mortgage Corp. dated as of May 1, 2006;
11.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Mortgage Access
Corp. d/b/a Weichert Financial Services dated as of May 23, 2005
and amended as of January 18, 2006;
12.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and National City
Mortgage, Co. dated as of May 9, 2005 and amended as of February
14, 2006;
13.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and NC Capital
Corporation dated as of May 18, 2004;
14.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Pinnacle Financial
Corporation dated as of February 12, 2004 and amended as of
December 15, 2004; and
15.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and SIB Mortgage Corp.
dated as of June 10, 2002 and Amendment No. 1 dated as of November
1, 2002 and Amendment No, 2 as of September 29, 2003;
WHEREAS, 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 June 1, 2006, 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, certain of its rights (as described below) under each
PPTL (as defined below) 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 June 1,
2006, by and between LBH, Aurora Loan Services LLC, as servicer,
and the Master Servicer, and acknowledged by the
Trustee;
2.
Securitization Servicing Agreement dated
as of June 1, 2006, by and between LBH, HomEq Servicing
Corporation, as servicer, and the Master Servicer, and acknowledged
by the Trustee;
3.
Securitization Servicing Agreement dated
as of June 1, 2006, by and among LBH, JPMorgan Chase Bank, National
Association, as servicer, and the Master Servicer, acknowledged by
the Trustee;
4.
Securitization Servicing Agreement dated
as of June 1, 2006, by and among LBH, Ocwen Loan Servicing, LLC, as
servicer, and the Master Servicer, and acknowledged by the
Trustee;
5.
Subservicing Agreement dated as of June
1, 2006, by and among LBH, Option One Mortgage Corporation, as
servicer, and the Master Servicer, and acknowledged by the
Trustee;
6.
Securitization Subservicing Agreement
dated as of June 1, 2006, by and among LBH, Wells Fargo Bank, N.A.,
as servicer, and the Master Servicer, and acknowledged by the
Trustee; and
7.
Reconstituted Servicing Agreement dated
as of June 1, 2006, by and between LBH and Wells Fargo Bank, N.A.,
as servicer, and acknowledged by the Master Servicer and the
Trustee;
WHEREAS, the Seller desires to sell,
without recourse, all of its rights, title and interest in and to
the Mortgage Loans to the Depositor, assign all of its rights and
interest under each Transfer Agreement, the PPTLs and each
Servicing Agreement relating to the Mortgage Loans referred to
above, and delegate all of its obligations thereunder, to the
Depositor; and
WHEREAS, the Seller and the Depositor
acknowledge and agree that the Depositor will convey the Mortgage
Loans on the Closing Date to 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
.
(a)
Sale of Mortgage Loans
.
Concurrently with the execution and
delivery of this Agreement, the Seller does hereby transfer,
assign, set over, deposit with and otherwise convey to the
Depositor, without recourse, subject to Sections 1.03 and 1.04, 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 $2,446,422,263.65. 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;
provided, however, that the Seller hereby assigns to the
Depositor all of its rights and interest against First Horizon Home
Loan Corporation, Equifirst Corporation, American Mortgage Express
Financial dba Millennium Funding Group, Countrywide Home Loans,
Inc., Choice Capital Funding, Mortgage Asset Corp. dba Weichert
Financial Services, First Street Financial, Inc., Aegis Mortgage
Corporation, and People’s Choice Home Loan, Inc., with
respect to first payment date defaults or early payment date
defaults on the Mortgage Loans set forth in Schedule B hereto (the
“First Payment Default Mortgage Loans”), assigned to
the Seller under:
(i)
Section 6 of the Purchase Price and Terms
Letter between the Bank and National City Mortgage Company dated as
of January 6, 2006;
(ii)
Section 6 of the Purchase Price and Terms
Letter between the Bank and Metrocities Mortgage Corporation dated
as of April 11, 2006; and
(iii)
Section 6 of the Purchase Price and Terms
Letter between the Bank and First NLC Financial Services, LLC dated
as of March 7, 2006.
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, the PPTLs and each Servicing
Agreement, other than any servicing rights thereunder, as if the
Depositor had been a party to each such agreement.
(b)
Schedules of Mortgage Loans
. The Depositor
and the Seller have agreed upon which of the Mortgage Loans owned
by the Seller are to be purchased by the Depositor pursuant to this
Agreement and the Seller will prepare on or prior to the Closing
Date a final schedule describing such Mortgage Loans (the
“Mortgage Loan Schedule”). The Mortgage Loan
Schedule shall conform to the requirements of the Depositor as set
forth in this Agreement and to the definition of “Mortgage
Loan Schedule” under the Trust Agreement. 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, Wells Fargo
Bank, N.A., Deutsche Bank National Trust Company 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), (xix), (xx) and
(xxi)), 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), (xix),
(xx) and (xxi) 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),
(xx) and (xxi)) 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), (xix),
(xx) and (xxi)) 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, as of the
Closing Date:
(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
delinquency in payment) in complying with the terms of any
Mortgage, and the Seller has no notice as to any taxes,
governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which
previously became due and owing but which have not been
paid;
(iii)
Except in the case of Cooperative Loans,
if any, each Mortgage requires all buildings or other improvements
on the related Mortgaged Property to be insured by a generally
acceptable insurer against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where
the related Mortgaged Property is located pursuant to insurance
policies conforming to the requirements of the guidelines of Fannie
Mae or Freddie Mac. If upon origination of the Transferred
Mortgage Loan, the Mortgaged Property was in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been
made available), a flood insurance policy meeting the requirements
of the current guidelines of the Federal Flood Insurance
Administration is in effect, which policy conforms to the
requirements of the current guidelines of the Federal Flood
Insurance Administration. Each Mortgage obligates the related
Mortgagor thereunder to maintain the hazard insurance policy at the
Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at such Mortgagor’s cost and
expense, and to seek reimbursement therefor from the Mortgagor.
Where required by state law or regulation, each Mortgagor has
been given an opportunity to choose the carrier of the required
hazard insurance, provided the policy is not a “master”
or “blanket” hazard insurance policy covering the
common facilities of a planned unit development. The hazard
insurance policy is the valid and binding obligation of the
insurer, is in full force and effect, and will be in full force and
effect and inure to the benefit of the Depositor upon the
consummation of the transactions contemplated by this
Agreement;
(iv)
Each Mortgage has not been satisfied,
cancelled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the
Mortgage, in whole or in part, nor has any instrument been executed
that would effect any such release, cancellation, subordination or
rescission;
(v)
In the case of approximately 95.70% and
4.30% of the Mortgage Loans (by Scheduled Principal Balance as of
the Cut-off Date), the related Mortgage evidences a valid,
subsisting, enforceable and perfected first lien or second lien,
respectively, on the related Mortgaged Property (including all
improvements on the Mortgaged Property). The lien of the
Mortgage is subject only to: (1) the first Mortgage, in the case of
a Mortgaged Property that is secured by a perfected second lien,
(2) liens of current real property taxes and assessments not yet
due and payable and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute,
(3) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of
recording of such Mortgage acceptable to mortgage lending
institutions in the area in which the related Mortgaged Property is
located and specifically referred to in the lender’s Title
Insurance Policy or attorney’s opinion of title and abstract
of title delivered to the originator of such Transferred Mortgage
Loan, and (4) such other matters to which like properties are
commonly subject which do not, individually or in the aggregate,
materially interfere with the benefits of the security intended to
be provided by the Mortgage. In the case of approximately
95.70% of the Mortgage Loans (by Scheduled Principal Balance as of
the Cut-off Date), any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee in
connection with, a Transferred Mortgage Loan establishes a valid,
subsisting and enforceable first lien on the property described
therein and the Depositor has full right to sell and assign the
same to the Trustee;
(vi)
Immediately prior to the transfer and
assignment of the Transferred Mortgage Loans to the Depositor, the
Seller was the sole owner of record and holder of each Transferred
Mortgage Loan, and the Seller had good and marketable title
thereto, and has full right to transfer and sell each Transferred
Mortgage Loan to the Depositor free and clear, except as described
in paragraph (v) above, of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest, and has
full right and authority, subject to no interest or participation
of, or agreement with, any other party, to sell and assign each
Transferred Mortgage Loan pursuant to this Agreement;
(vii)
Each Transferred Mortgage Loan other than
any Cooperative Loan is covered by either (i) an attorney’s
opinion of title and abstract of title the form and substance of
which is generally acceptable to mortgage lending institutions
originating mortgage loans in the locality where the related
Mortgaged Property is located or (ii) an ALTA Mortgagee Title
Insurance Policy or other generally acceptable form of policy of
insurance, issued by a title insurer qualified to do business in
the jurisdiction where the Mortgaged Property is located, insuring
the originator of the Transferred Mortgage Loan, and its successors
and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Transferred Mortgage Loan (subject
only to the exceptions described in paragraph (v) above). If
the Mortgaged Property is a condominium unit located in a state in
which a title insurer will generally issue an endorsement, then the
related Title Insurance Policy contains an endorsement insuring the
validity of the creation of the condominium form of ownership with
respect to the project in which such unit is located. With
respect to any Title Insurance Policy, the originator is the sole
insured of such mortgagee Title Insurance Policy, such mortgagee
Title Insurance Policy is in full force and effect and will inure
to the benefit of the Depositor upon the consummation of the
transactions contemplated by this Agreement, no claims have been
made under such mortgagee Title Insurance Policy and no prior
holder of the related Mortgage, including the Seller, has done, by
act or omission, anything that would impair the coverage of such
mortgagee Title Insurance Policy;
(viii)
No foreclosure action is being threatened
or commenced with respect to any Transferred Mortgage Loan.
There is no proceeding pending for the total or partial
condemnation of any Mortgaged Property (or, in the case of any
Cooperative Loan, the related cooperative unit) and each such
property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty, so as to have a
material adverse effect on the value of the related Mortgaged
Property as security for the related Transferred Mortgage Loan or
the use for which the premises were intended;
(ix)
There are no mechanics’ or similar
liens or claims which have been filed for work, labor or material
(and no rights are outstanding that under the law could give rise
to such liens) affecting the related Mortgaged Property which are
or may be liens prior to, or equal or coordinate with, the lien of
the related Mortgage;
(x)
[Reserved]
(xi)
Each Transferred Mortgage Loan will have
a CLTV of 100% or less as of the Closing Date;
(xii)
Each Transferred Mortgage Loan is a
“qualified mortgage” within the meaning of Section 860G
of the Code and Treas. Reg. §
