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EXECUTION COPY
LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of November 1,
2006
Structured Adjustable Rate
Mortgage Loan Trust
(Mortgage Pass-Through Certificates, Series
2006-11)
TABLE OF CONTENTS
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Page
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ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
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Section 1.01.
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Mortgage Loans
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3
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Section 1.02.
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Delivery of Documents
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4
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Section 1.03.
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Review of Documentation
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5
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Section 1.04.
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Representations and Warranties of the
Seller
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5
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Section 1.05.
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Grant Clause
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14
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Section 1.06.
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Assignment by Depositor
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14
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ARTICLE II
MISCELLANEOUS PROVISIONS
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Section 2.01.
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Binding Nature of Agreement;
Assignment
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14
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Section 2.02.
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Entire Agreement
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14
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Section 2.03.
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Amendment
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15
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Section 2.04.
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Governing Law
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15
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Section 2.05.
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Severability of Provisions
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16
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Section 2.06.
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Indulgences; No Waivers
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16
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Section 2.07.
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Headings Not to Affect Interpretation
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16
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Section 2.08.
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Benefits of Agreement
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16
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Section 2.09.
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Counterparts
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16
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SCHEDULES
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SCHEDULE A-1
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Transferred Mortgage Loan Schedule
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SCHEDULE A-2
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Bank Originated Mortgage Loan Schedule
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SCHEDULE A-3
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First Payment Default Mortgage Loan
Schedule
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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. (the "Seller") and Structured
Asset Securities Corporation (the "Depositor").
All capitalized terms not defined herein shall
have the same meanings assigned to such terms in that certain Trust
Agreement (the "Trust Agreement"), dated as of November 1, 2006,
among the Depositor, Aurora Loan Services LLC, as master servicer
("Aurora") and U.S. Bank National Association, as trustee (the
"Trustee").
WITNESSETH :
WHEREAS, Lehman Brothers Bank, FSB (the "Bank"),
pursuant to the following specified agreements (each, a "Bank
Transfer Agreement" and collectively, the "Transfer Agreements"),
has purchased or received certain mortgage loans identified on the
Mortgage Loan Schedule attached hereto as Schedule A-1 (each, a
"Bank Transferred Mortgage Loan" and collectively, the "Transferred
Mortgage Loans"):
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1.
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Flow Mortgage Loan Purchase, Warranties and
Servicing Agreement dated as of October 1, 2006, including REG AB
Addendum, by and between the Bank and ABN AMRO Mortgage Group, Inc.
("ABN AMRO");
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2.
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Flow Mortgage Loan Purchase and Warranties
Agreement dated as of November 17, 2004 and amended as of December
29, 2005 (reg ab), by and between the Bank and American Home
Mortgage, Corp ("AHM");
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3.
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Loan Purchase Agreement dated as of January 24,
2003, by and between the Bank and American Sterling Bank
("ASB");
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4.
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Flow Mortgage Loan Purchase and Warranties
Agreement dated as of September 16, 2003, by and between the Bank
and Bancmortgage, a Division of National Bank of Commerce
("Bancmortgage");
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5.
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Loan Purchase Agreement dated as of July 29,
2004, by and between the Bank and Central Pacific Mortgage
("Central");
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6.
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Flow Seller's Warranties and Servicing Agreement
dated as of June 1, 2004 and amended as of January 31, 2006 (reg
ab) by and between the Bank and Countrywide Home Loans, Inc.
("Countrywide");
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7.
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Loan Purchase Agreement dated as of December 9,
2005, by and between the Bank and DHI Mortgage Company
("DHI");
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8.
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Loan Purchase Agreement dated as of December 5,
2002, by and between the Bank and E-Loan Mortgage
("E-Loan");
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9.
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Loan Purchase Agreement dated as of October 10,
2002, by and between the Bank and Family Lending Services, Inc.
("Family");
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10.
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Loan Purchase Agreement dated as of February 20,
2002, by and between the Bank and Freedom Mortgage Corp d/b/a
Freedom Home Mortgage Corporation ("Freedom");
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11.
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Flow Mortgage Loan Purchase and Warranties
Agreement dated as of December 12, 2001 and amended as of March 14,
2003, by and between the Bank and Greenpoint Mortgage Funding, Inc.
("Greenpoint");
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12.
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Flow Mortgage Loan Purchase and Warranties
Agreement dated as of September 1, 2004 and amendment for reg ab as
of December 22, 2005, by and between the Bank and Impac Funding
Corporation ("Impac");
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13.
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Mortgage Loan Purchase Agreement dated as of
April 20, 2006 by and between Lehman Brothers Bank, FSB and Just
Mortgage Inc. ("Just Mortgage");
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14.
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Flow Mortgage Loan Purchase and Warranties
Agreement dated as of May 31, 2005, by and between the Bank and
Loancity ("Loancity");
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15.
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Flow Mortgage Loan Purchase and Warranties
Agreement dated as of March 31, 2005, by and between Lehman
Capital, A Division of the Bank and Ohio Savings Bank
("OSB");
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16.
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Seller's Warranties and Servicing Agreement dated
as of December 13, 2005 and amended as of July 18, 2006, by and
between the Bank and Option One Mortgage Corporation, Option One
Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option One
Owner Trust 2001-2, Option One Owner Trust 2002-3 Option One Owner
Trust 2003-4, Option One Owner Trust 2003-5, Option One Owner Trust
2005-6, Option One Owner Trust 2005-7 and Option One Owner Trust
2005-8 ("Option One");
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17.
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Flow Purchase and Warranties Agreement dated as
of September 25, 2003, by and between the Bank and Plaza Home
Mortgage Inc. ("Plaza"); and
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18.
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Loan Purchase Agreement dated as of January 9,
2003, by and between the Bank and Residential Mortgage Capital
("RMC" and collectively with ABN AMRO, AHM, SB, Bancmortgage,
Central, Countrywide, DHI, E-Loan, Family, Freedom, Greenpoint,
Impac, Just Mortgage, Loancity, OSB, Option One and Plaza,
"Transferors" and each a "Transferor").
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WHEREAS, in addition to the Bank Transferred
Mortgage Loans, the Bank has funded certain mortgage loans
originated by Aurora Loan Services LLC identified on the Mortgage
Loan Schedule attached hereto as Schedule A-2 (each, a "Bank
Originated Mortgage Loan" and together with the Bank Transferred
Mortgage Loans, the "Bank Mortgage Loans" or 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 the Seller, as
assignee, the Bank has assigned all of its right, title and
interest in and to the Transfer Agreements and the related Mortgage
Loans as listed on Schedule A-1, in the case of the Bank
Transferred Mortgage Loans, or Schedule A-2, in the case of the
Bank Originated Mortgage Loans, and the Seller has accepted the
rights and benefits of, and assumed the obligations of the Bank
under, the Transfer Agreements;
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WHEREAS, the Seller is a party to the following
servicing agreements (collectively, the "Servicing Agreement")
pursuant to which the Mortgage Loans are serviced by ABN AMRO,
Aurora, Colonial Savings, F.A. and Countrywide Home Loans Servicing
LP (each as a "Servicer" and collectively, the
"Servicers"):
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1.
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Reconstituted Servicing Agreement, dated as of
November 1, 2006, by and between the Seller and ABN
AMRO;
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2.
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Servicing Agreement, dated as of November 1,
2006, by and between the Seller and Aurora pursuant to which the
Mortgage Loans are serviced by Aurora;
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3.
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Colonial Savings Transfer Notice, dated as of
November 1, 2006, by and between the Seller and Colonial Savings,
F.A.; and
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4.
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Reconstituted Servicing Agreement, dated as of
November 1, 2006, by and between the Seller and Countrywide Home
Loans Servicing LP
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WHEREAS, the Seller desires to sell, without
recourse, all of its rights, title and interest in and to the
Mortgage Loans (exclusive of any Retained Interest on such Mortgage
Loans) to the Depositor and to assign all of its rights and
interest under the Transfer Agreements and the Servicing Agreements
relating to the Mortgage Loans, and to 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 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. 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 (exclusive of any Retained Interest on such Mortgage Loans,
if any) identified on Schedule A-1 and Schedule A-2 hereto, having
an aggregate principal balance as of the Cut-off Date of
approximately $543,334,141.01. Such conveyance includes, without
limitation, the right to all distributions of principal and
interest received on or with respect to the Mortgage Loans on or
after November 1, 2006 other than (i) any amounts representing
Retained Interest, if any, and (ii) payments of principal and
interest due on or before such date, and all such payments due
after such date but received prior to such date and intended by the
related Mortgagors to be applied after such date, together with all
of the Seller’s right, title and interest in and to each
related account and all amounts from time to time credited to and
the proceeds of such account, any REO Property and the proceeds
thereof, the Seller’s rights under any Insurance Policies
relating to the Mortgage Loans, the Seller’s security
interest in any collateral pledged to secure the Mortgage Loans,
including the Mortgaged Properties, and any proceeds of the
foregoing.
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(b) 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 and the Servicing Agreements except
for (A) any rights against the 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 (B) any right to receive
Retained Interest if any, and 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 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 of $543,334,141.01. 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.
(c) 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 Mortgage Loans and which 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.
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(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 the custodian, LaSalle Bank
National Association or U.S. Bank National Association as
applicable (each, a "Custodian" and together, 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, to carry on its
business as presently conducted, and to enter into and perform its
obligations under this Agreement and the Assignment and Assumption
Agreement;
(ii) The execution
and delivery by the Seller of this Agreement and the Assignment and
Assumption Agreement have been duly authorized by all necessary
corporate action on the part of the Seller; neither the execution
and delivery of this Agreement or the Assignment and Assumption
Agreement, nor the consummation of the transactions herein or
therein contemplated, nor compliance with the provisions hereof or
thereof, will conflict with or result in a breach of, or constitute
a default under, any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Seller
or its properties or the certificate of incorporation or bylaws of
the Seller;
(iii) The execution,
delivery and performance by the Seller of this Agreement and the
Assignment and Assumption Agreement and the consummation of the
transactions contemplated hereby and thereby 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;
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(iv) Each of this
Agreement and the Assignment and Assumption 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 this Agreement or the Assignment and
Assumption Agreement or (B) with respect to any other matter which
in the judgment of the Seller will be determined adversely to the
Seller and will if determined adversely to the Seller materially
and adversely affect it or its business, assets, operations or
condition, financial or otherwise, or adversely affect its ability
to perform its obligations under this Agreement or the Assignment
and Assumption Agreement.
(b) The
representations and warranties of each Transferor with respect to
the Transferred 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
(other than a breach by the Seller of the representations and
warranties made pursuant to Sections 1.04(b)(xii), 1.04(b)(xvii),
1.04(b)(xviii), 1.04(b)(xix) and 1.04(b)(xx)) 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)(xii), 1.04(b)(xvii),
1.04(b)(xviii), 1.04(b)(xix) and 1.04(b)(xx) 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) (other than the representations and warranties made
pursuant to Sections 1.04(b)(xii), 1.04(b)(xvii), 1.04(b)(xviii),
1.04(b)(xix) and 1.04(b)(xx)) 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
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 Transferred
Mortgage Loan. Subject to the foregoing, the Seller represents and
warrants upon delivery of the Transferred Mortgage Loans to the
Depositor hereunder on the Closing Date, 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;
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(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 FNMA or FHLMC. If upon
origination of a Transferred Mortgage Loan, the Mortgaged Property
was in an area identified in the Federal Register by the
Fede
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