EXECUTION
LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of November 1,
2006
Structured Asset Securities
Corporation Mortgage Loan Trust
Mortgage Pass-Through Certificates,
Series 2006-BC5
TABLE OF CONTENTS
Page
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ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
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4
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Sale of
Mortgage Loans.
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4
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Delivery of
Documents.
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5
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Review of
Documentation.
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5
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Representations
and Warranties of the Seller.
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6
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Grant
Clause.
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19
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Assignment by
Depositor.
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20
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ARTICLE II.
MISCELLANEOUS PROVISIONS
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20
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Binding Nature
of Agreement; Assignment.
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20
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Entire
Agreement.
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20
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Amendment.
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20
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Governing
Law.
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21
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Severability of
Provisions.
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21
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Indulgences; No
Waivers.
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21
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Headings Not to
Affect Interpretation.
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22
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Benefits of
Agreement.
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22
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Counterparts.
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22
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SCHEDULE
A
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Transferred
Mortgage Loan Schedule (including Prepayment Charge
Schedule)
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SCHEDULE
B
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Mortgage Loan
Schedule for First Payment Default Mortgage Loans
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SCHEDULE
C
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Mortgage Loan
Schedule for Seller-paid Default Mortgage Loans
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SCHEDULE
D
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Mortgage Loan
Schedule for Delinquent Loans as of the Cut-off Date (relating to
Section 1.04(b)(xviii))
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SCHEDULE
E
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Mortgage Loan
Schedule for FMF Mortgage LLC Mortgage Loans (including Prepayment
Charge Schedule)
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EXHIBIT
A
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Certain Defined
Terms
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EXHIBIT
B
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Form of Terms
Letter
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This MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT, dated as of November 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 November 1, 2006, among the
Depositor, Wells Fargo Bank, N.A., as master servicer (in such
capacity, the “Master Servicer”) and securities
administrator (in such capacity, the “Securities
Administrator”), Risk Management Group, LLC, as credit risk
manager and U.S. Bank National Association, as trustee (the
“Trustee”).
WITNESSETH
:
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 (collectively, the “LBH Transferred Mortgage
Loans”):
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1.
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Flow Mortgage
Loan Purchase and Warranties Agreement by and among Lehman Capital,
FMF Capital LLC and FMF Capital Group Ltd. dated as of May 1, 2006;
and
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2.
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Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Capital and People’s Choice Home Loan, Inc. dated as of July
1, 2002, and amended as of September 27, 2002 and further amended
as of January 2006 for Regulation AB;
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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 (collectively, the “Bank Transferred
Mortgage Loans” and, together with the LBH Transferred
Mortgage Loans, the “Transferred Mortgage
Loans”):
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1.
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Amended and
Restated Master Mortgage Loan Purchase Agreement by and between the
Bank and Ameriquest Mortgage Company and AMC Mortgage Services,
Inc. dated as of December 21, 2005;
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2.
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Flow Mortgage
Loan Purchase Agreement by and between the Bank and Fieldstone
Mortgage Company dated as of July 1, 2000, amended by Amendment No.
1 dated as of July 20, 2001 and further amended by Amendment No. 2
dated as of October 31, 2002 and Regulation AB Amendment dated as
of September 8, 2005;
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3.
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Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
Aegis Mortgage Corporation dated as of February 1, 2006;
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4.
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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;
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5.
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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);
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6.
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Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
Impac Funding Corporation dated as of September 1, 2004 and amended
for Regulation AB as of December 22, 2005;
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7.
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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;
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8.
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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;
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9.
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Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
NC Capital Corporation dated as of May 18, 2004;
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10.
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Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
New Day Financial LLC dated as of December 1, 2004;
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11.
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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;
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12.
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Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
Wilmington Finance, Inc. and Wilmington Finance, A Division of AIG
Federal Savings Bank dated as of November 23, 2004 and amended as
of February 1, 2006;
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13.
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Flow Mortgage
Loan Purchase and Warranties Agreement dated as of June 20, 2003
and amended as of December 20, 2004, May 25, 2005 and September 26,
2005 by and between the Bank and Oakmont Mortgage;
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14.
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Flow Mortgage
Loan Purchase, Warranties and Servicing Agreement by and between
the Bank and Countrywide Home Loans, Inc. dated as of March 1, 2006
and amended as of September 1, 2006; and
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15.
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Mortgage Loan
Purchase and Sale Agreement by and between the Bank and Long Beach
Mortgage Company dated as of August 1, 2004;
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WHEREAS, the Bank has purchased or received from
FMF Capital LLC (“FMF”) certain mortgage loans, each
identified on the Mortgage Loan Schedule attached hereto as part of
Schedule E (collectively, the “FMF Mortgage
Loans”);
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 November 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 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. Securitization Servicing Agreement dated as of
November 1, 2006, by and among LBH, JPMorgan Chase Bank, National
Association, as servicer, and the Master Servicer, and acknowledged
by the Trustee;
2. Securitization Servicing Agreement dated as of
November 1, 2006, by and among LBH, HomEq Servicing, as servicer,
and the Master Servicer, and acknowledged by the
Trustee;
3. Securitization Subservicing Agreement dated as
of November 1, 2006, by and among LBH, Wells Fargo Bank, N.A., as
servicer, and the Master Servicer, and acknowledged by the
Trustee;
4. Reconstituted Servicing Agreement dated as of
November 1, 2006, by and between LBH and Countrywide Home Loans
Servicing LP, as servicer, Countrywide Home Loans, Inc., and
acknowledged by the Master Servicer and the Trustee;
5. Securitization Subservicing Agreement dated as
of November 1, 2006, by and among LBH, Option One Mortgage
Corporation, as servicer, and the Master Servicer, and acknowledged
by the Trustee; and
6. Securitization Servicing Agreement dated as of
November 1, 2006, by and among LBH, Aurora Loan Services LLC, as
servicer, and the Master Servicer, and acknowledged by 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 and E hereto, having an aggregate principal balance
as of the Cut-off Date of $798,487,780.10. 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
scheduled 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 Countrywide Home Loans, Inc. and
Liberty American Mortgage Corp., 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 Countrywide Home Loans, Inc. dated as
of February 22, 2006,
(ii) Section 6 of the Purchase Price and Terms
Letter between the Bank and Countrywide Home Loans, Inc. dated as
of the several trade dates set forth on Exhibit C thereto,
and
(iii) Section M of the Purchase Price and Terms
Letter between the Bank and Liberty American Mortgage Corp. dated
as of August 25, 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, each
PPTL 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 specifies
those Mortgage Loans that are Transferred 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
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 the 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) and (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, 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 97.68% and 2.32%
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 97.68% 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 Mo
