EXECUTION
STRUCTURED ASSET SECURITIES
CORPORATION,
as Purchaser
and
THORNBURG MORTGAGE FUNDING,
INC.,
as Seller
SASCO MORTGAGE LOAN PURCHASE
AGREEMENT
Dated as of February 1,
2007
(Adjustable Rate and Hybrid Mortgage
Loans)
Thornburg Mortgage Securities Trust
2007-1
Mortgage-Backed Notes, Series
2007-1
Table of
Contents
Page
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ARTICLE I. DEFINITIONS AND
SCHEDULES
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2
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Definitions
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2
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ARTICLE II. SALE OF MORTGAGE LOANS
AND THE CONTRACTUAL RIGHTS; PAYMENT OF PURCHASE PRICE
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2
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Sale of Mortgage Loans;
Assignment of the Contractual Rights
and the TMFI Contractual Rights
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2
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Obligations of the Seller Upon
Sale
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2
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Payment of Purchase Price for the
Mortgage Loans
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4
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ARTICLE III. REPRESENTATIONS AND
WARRANTIES; REMEDIES FOR BREACH
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4
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Seller Representations and
Warranties Relating to the Mortgage Loans
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4
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Seller’s Representations and
Warranties
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4
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Remedies for Breach of
Representations and Warranties
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5
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ARTICLE IV. SELLER’S
COVENANTS
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6
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Covenants of the Seller
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6
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ARTICLE V.
INDEMNIFICATION
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6
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Indemnification
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6
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ARTICLE VI. TERMINATION
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6
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Termination
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6
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ARTICLE VII. MISCELLANEOUS
PROVISIONS
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7
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Amendment
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7
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Governing Law
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7
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Notices
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7
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Severability of
Provisions
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8
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Counterparts
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8
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Further Agreements
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8
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Intention of the Parties
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8
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Successors and Assigns: Assignment
of Purchase Agreement
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8
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Schedule I:
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Mortgage Loan Schedule.
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I-1
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Schedule II:
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List of Servicers and Servicing
Agreements
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II-1
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Schedule III:
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Seller’s Representations and
Warranties Relating to Mortgage Loans.
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III-1
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THIS SASCO MORTGAGE LOAN PURCHASE AGREEMENT,
dated as of February 1, 2007 (the “
Agreement ”), is made and entered into
between Thornburg Mortgage Funding, Inc., a Delaware corporation
(the “ Seller ”), and Structured Asset
Securities Corporation, a Delaware corporation (the “
Purchaser ”).
W I T N E S S E T
H
WHEREAS, effective with the execution of the
TMFI Mortgage Loan Purchase Agreement dated as of February 1, 2007
(the “TMFI Purchase Agreement”) between Thornburg
Mortgage Home Loans, Inc. (the “Initial Seller”) as
seller, and the Seller, as purchaser, the Seller, as of the Closing
Date, is the owner of the notes or other evidence of indebtedness
(the “ Mortgage Notes ”) so indicated
on Schedule I hereto referred to below, and the other documents or
instruments constituting the Mortgage File (collectively, the
“ Mortgage Loans ”) and, as a
consequence thereof, the Seller owns the mortgages or deeds of
trust (the “ Mortgages ”) on the
related properties (the “ Mortgaged
Properties ”) securing such Mortgage Loans,
including rights to (a) any property acquired by foreclosure or
deed in lieu of foreclosure or otherwise, (b) the proceeds of any
insurance policies covering the Mortgage Loans or the Mortgaged
Properties or the obligors on the Mortgage Loans and (c) the
Seller’s security interest in any Additional Collateral;
and
WHEREAS, effective with the execution of the
TMFI Mortgage Loan Purchase Agreement, the Initial Seller, as of
the Closing Date, has assigned to the Seller all its rights and
interest under the servicing agreements identified on Schedule II
hereto (each a “ Servicing Agreement
,” and together the “ Servicing
Agreements ”), other than any servicing rights
retained pursuant to the provisions of the Servicing Agreements,
but only to the extent such rights relate to the servicing of the
Mortgage Loans (the “ Contractual Rights
”); and
WHEREAS, the parties hereto desire that the
Seller sell the Mortgage Loans, the Mortgages and related assets
referred to above, assign the Contractual Rights and assign its
rights with respect to the representations and warranties of the
Initial Seller and remedies for breach pursuant to the TMFI
Purchase Agreement (such rights and remedies, the “
TMFI Contractual Rights ”) to the Purchaser
pursuant to the terms of this Agreement; and
WHEREAS, the Seller understands that the
Purchaser, simultaneously with the execution of this Agreement,
intends to transfer and assign all of its rights, title and
interests in and to the Mortgage Loans, the Mortgages and the
related assets, the Contractual Rights and the TMFI Contractual
Rights to Thornburg Mortgage Securities Trust 2007-1 (the “
Trust ”) pursuant to the terms of that
certain Sale and Servicing Agreement (the “ Sale and
Servicing Agreement”) dated as of February 1, 2007
by and among the Trust, as issuer (the “
Issuer ”), the Purchaser, as depositor (in
such capacity, the “ Depositor ”), the
Seller, the Initial Seller, Wells Fargo Bank, N.A., as master
servicer and securities administrator, and LaSalle Bank, National
Association, as indenture trustee (the “ Indenture
Trustee ”), and the Seller has agreed to perform
certain obligations under this Agreement to accommodate such
transfer and assignment; and
WHEREAS, the Issuer intends to pledge the
Mortgage Loans, the Mortgages and related assets, the Contractual
Rights and the TMFI Contractual Rights to the Indenture Trustee
pursuant to an Indenture dated as of February 1, 2007 (the “
Indenture ”) between the Issuer and the
Indenture Trustee, pursuant to which the Issuer shall issue its
Mortgage-Backed Notes, Series 2007-1 (the “
Notes ”), the payment of which is to be
secured by such pledged assets.
NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS AND SCHEDULES
Section 1.01. Definitions . Any
capitalized term used but not defined herein shall have the meaning
assigned thereto in the Sale and Servicing Agreement and the
Indenture.
ARTICLE II.
SALE OF MORTGAGE LOANS AND THE
CONTRACTUAL RIGHTS;
PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of Mortgage Loans; Assignment of the
Contractual Rights and the TMFI Contractual Rights
. The Seller, concurrently with the
execution and delivery of this Agreement, does hereby sell, assign,
set over, and otherwise convey to the Purchaser, without recourse,
all of its right, title and interest in, to and under (i) each
Mortgage Loan, including the related Cut-Off Date Principal
Balance, and all collections in respect of interest and principal
due after the Cut-Off Date (and all principal received before the
Cut-Off Date to the extent such principal relates to a Monthly
Payment due after the Cut-Off Date); (ii) property which secured
such Mortgage Loan and which has been acquired by foreclosure or
deed in lieu of foreclosure; (iii) its interest in any insurance
policies in respect of the Mortgage Loans; (iv) any Additional
Collateral with respect to the Mortgage Loans; and (v) all proceeds
of any of the foregoing.
Concurrently with the execution and delivery of
this Agreement, the Seller hereby assigns to the Purchaser the
Contractual Rights and the TMFI Contractual Rights. The Purchaser
hereby accepts such assignment, and shall be entitled to exercise
such Contractual Rights under each Servicing Agreement and such
TMFI Contractual Rights as if the Purchaser had been a party to
each such Servicing Agreement and the TMFI Purchase Agreement,
respectively.
Section 2.02. Obligations of the Seller Upon Sale and
Assignment . In connection with the transfer and
assignment pursuant to Section 2.01 hereof, the Seller further
agrees, at its own expense, on or prior to the Closing Date, (a) to
indicate in its books and records that the Mortgage Loans have been
sold to the Purchaser pursuant to this Agreement and (b) to deliver
to the Purchaser and the Indenture Trustee, a computer file
containing a true and complete list of all such Mortgage Loans
specifying for each such Mortgage Loan, as of the Cut-Off Date, (i)
its account number and (ii) the Cut-Off Date Principal Balance and
such file, which forms a part of Schedule A to the Sale and
Servicing Agreement, shall also be marked as Schedule I to this
Agreement and is hereby incorporated into and made a part of this
Agreement.
In connection with such conveyance by the
Seller, the Seller shall on behalf of the Purchaser and the Issuer
cause the Initial Seller to deliver to, and deposit with the
Indenture Trustee (or its custodian), on or before the Closing
Date, the documents described in Section 2.01 of the Sale and
Servicing Agreement including, but not limited to, the Mortgage
File, the Servicing Agreements and a copy of the TMFI Purchase
Agreement. In the case of the Mortgage Loans (if any) that have
been prepaid in full after the Cut-off Date and prior to execution
of this Agreement, the Seller, in lieu of causing the Initial
Seller to deliver the related Mortgage Files, shall cause the
Initial Seller to deliver to the Purchaser an Officer’s
Certificate which shall include a statement to the effect that all
amounts received in connection with such prepayments that are
required to be deposited in the Collection Account pursuant to
Section 2.01 of the Sale and Servicing Agreement have been so
deposited.
The Seller hereby confirms to the Purchaser that
it has made the appropriate entries in its general accounting
records, to indicate that the Mortgage Loans have been transferred
as directed by the Purchaser.
The Purchaser hereby acknowledges its acceptance
of all rights, title and interests in, to and under the Mortgage
Loans and other property, the Contractual Rights and the TMFI
Contractual Rights, now existing or hereafter created, conveyed to
it pursuant to Section 2.01 hereof.
The parties hereto intend that the transaction
set forth herein be a non-recourse sale by the Seller to the
Purchaser of all of the Seller’s rights, title and interests
in, to and under the Mortgage Loans and other property described in
Section 2.01. Nonetheless, in the event the transaction set forth
herein is deemed not to be a sale, the Seller hereby grants to the
Purchaser a security interest in all of the Seller’s rights,
title and interests in, to and under the Mortgage Loans and other
property described in Section 2.01, whether now existing or
hereafter created, to secure all of the Seller’s obligations
hereunder; and this Agreement shall constitute a security agreement
under applicable law. The Seller and the Purchaser shall, to the
extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, the Contractual Rights and
the TMFI Contractual Rights, such security interest would be deemed
to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term
of the Indenture.
Section 2.03. Payment of Purchase Price for the Mortgage
Loans . In consideration of the sale of the
Mortgage Loans, the related assets, the Contractual Rights and the
TMFI Contractual Rights from the Seller to the Purchaser on the
Closing Date, the Purchaser agrees to pay to the Seller on the
Closing Date by transfer of immediately available funds, an amount
equal to $1,475,654,383.67 (which amount includes accrued interest)
(the “ Purchase Price ”). The Seller
shall pay, and be billed directly for, all reasonable expenses
incurred by the Purchaser or the Issuer in connection with the
issuance of the Notes, including, without limitation, printing fees
incurred in connection with the Preliminary Prospectus Supplement,
the Final Prospectus Supplement and the Memorandum relating to the
Notes, fees and expenses of Purchaser’s counsel, fees of the
rating agencies requested to rate the Notes, accountant’s
fees and expenses and the fees and expenses of the Trustee and
other out-of-pocket costs, if any.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.01. Representations and Warranties Relating to the
Mortgage Loans .
In addition to the assignment
of the TMFI Contractual Rights, the Seller hereby makes the
representations and warranties set forth in Schedule III hereto
applicable to the Mortgage Loans and by this reference incorporated
herein, as of the Closing Date.
Section 3.02. Seller’s Representations and
Warranties . The Seller
represents, warrants and covenants to the Purchaser as of the
Closing Date or as of such other date specifically provided
herein:
(i) the Seller is duly organized, validly existing
and in good standing as a corporation under the laws of the State
of Delaware and is and will remain in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary to fulfill its obligations hereunder;