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)
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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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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;
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.
(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
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(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 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;
(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;
(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