LEHMAN BROTHERS HOLDINGS INC., SELLER and STRUCTURED ASSET SECURITIES CORPORATION, PURCHASER MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT Dated as of November 1, 2006 First Franklin Mortgage Loan Trust 2006-FFB (Mortgage Pass- Through Certificates,...
▇▇▇▇▇▇
BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED
ASSET SECURITIES CORPORATION,
PURCHASER
Dated
as
of November 1, 2006
(Mortgage
Pass-Through Certificates, Series 2006-FFB)
TABLE
OF
CONTENTS
Page
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ARTICLE
I. CONVEYANCE OF MORTGAGE LOANS
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Section
1.01.
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Sale
of Mortgage Loans.
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2
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Section
1.02.
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Delivery
of Documents.
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3
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Section
1.03.
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Review
of Documentation.
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3
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Section
1.04.
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Representations
and Warranties of the Seller.
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3
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Section
1.05.
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Grant
Clause.
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12
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Section
1.06.
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Assignment
by Depositor.
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12
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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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12
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Section
2.02.
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Entire
Agreement.
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12
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Section
2.03.
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Amendment.
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13
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Section
2.04.
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Valid
Assignment.
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13
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Section
2.05.
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Governing
Law.
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14
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Section
2.06.
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Severability
of Provisions.
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14
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Section
2.07.
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Indulgences;
No Waivers.
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14
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Section
2.08.
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Headings
Not to Affect Interpretation.
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14
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Section
2.09.
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Benefits
of Agreement.
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14
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Section
2.10.
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Counterparts.
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15
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SCHEDULE
A
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Mortgage
Loan Schedule (including Prepayment Charge Schedule)
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SCHEDULE
B
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First
Payment Default Mortgage Loans
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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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EXHIBIT
C
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Purchase
Price and Terms Letters from ▇▇▇▇▇▇ Brothers Bank, FSB to First Franklin
Financial Corporation dated as of April 26, 2006, June 20, 2006,
and
August 11, 2006, respectively.
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i
This
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT dated as of November 1, 2006 (the
“Agreement”), is executed by and between ▇▇▇▇▇▇ Brothers Holdings Inc.
(“Holdings” 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, Aurora
Loan Services LLC, as master servicer (the “Master Servicer”),▇▇▇▇▇▇▇ Fixed
Income Services Inc., as credit risk manager and ▇▇▇▇▇ Fargo Bank, N.A., as
trustee (the “Trustee”).
WITNESSETH:
WHEREAS,
▇▇▇▇▇▇ Brothers Bank, FSB (the “Bank”), pursuant to (A) an Amended and Restated
Flow Mortgage Loan Purchase and Warranties Agreement by and between the Bank,
as
purchaser, and First Franklin Financial Corporation (“FFFC” or a “Transferor”)
dated as of April 1, 2005, as amended, (the “Transfer Agreement”) and (B) (i) a
Purchase Price and Terms Letter between the Bank and FFFC, dated as of April
26,
2006, (FF 2006-3 and FF 2006-4), (ii) a Purchase Price and Terms Letter between
the Bank and FFFC, dated as of June 20, 2006 (FF 2006-8 and FF 2006-9), and
(iii) a Purchase Price and Terms Letter between the Bank and FFFC, dated as
August 11, 2006 ( FF 2006-12 and FF 2006-13) (collectively, the “PPTLs”), has
purchased or received from FFFC certain mortgage loans, each identified on
the
Mortgage Loan Schedule attached hereto as Schedule A (collectively, 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 Holdings, as assignee, the Bank has assigned all of its right,
title and interest in and to the Transfer Agreement, and certain of its rights
(as described below) under each PPTL and the Mortgage Loans as listed on
Schedule A, and Holdings has accepted the rights and benefits of, and assumed
the obligations of the Bank under, the Transfer Agreement;
WHEREAS,
Holdings is a party to the securitization servicing agreement dated as of
November 1, 2006, among National City Home Loan Services, Inc., as servicer
(the
“Servicer”), the Seller and the Master Servicer, and acknowledged by the Trustee
( the “Servicing Agreement”) pursuant to which the Mortgage Loans will be
serviced by the Servicer;
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 the Transfer Agreement, the PPTLs and the 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.
1
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
Schedule A hereto, having an aggregate principal balance of approximately
$685,210,677.27. Such conveyance includes, without limitation, the right to
all
distributions of principal and interest received on or with respect to the
Mortgage Loans on and after the Cut-off Date, other than payments of principal
and interest due on or before such date, and all such payments due after such
date but received prior to such date and intended by the related Mortgagors
to
be applied after such date, all Prepayment Charges received on or with respect
to the Mortgage Loans on or after the Cut-off Date, together with all of the
Seller’s right, title and interest in and to each related account and all
amounts from time to time credited to and the proceeds of such account, any
REO
Property and the proceeds thereof, the Seller’s rights under any Insurance
Policies relating to the Mortgage Loans, the Seller’s security interest in any
collateral pledged to secure the Mortgage Loans, including the Mortgaged
Properties, and any proceeds of the foregoing.
Concurrently
with the execution and delivery of this Agreement, the Seller hereby assigns
to
the Depositor all of its rights and interest under (A) the Transfer Agreement
(except for any rights against the Transferor under the Transfer Agreement
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
FFFC 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 Section 8 of each PPTL and (B)
the Servicing Agreement, other than 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 the Transfer Agreement (any such document, an “Assignment Agreement”) and
that this Agreement constitutes an Assignment Agreement under the Transfer
Agreement, and the Depositor hereby assumes the obligations of the assignee
under 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
the Transfer Agreement, the PPTLs and the Servicing Agreement, other than any
servicing rights thereunder, as if the Depositor had been a party to each such
agreement.
2
(b) Schedule
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 is attached hereto as Schedule A.
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 Transfer Agreement or
Servicing Agreement.
(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 U.S. Bank National Association, as the
custodian (the “Custodian”) for the Depositor. The Custodian is required to
review, within 45 days following the Closing Date, each Mortgage File. If in
the
course of such review the 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;
3
(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 and 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 the Transferor with respect to the Mortgage
Loans in the Transfer Agreement were made as of the date of the Transfer
Agreement. To the extent that any fact, condition or event with respect to
a
Mortgage Loan constitutes a breach of both (i) a representation or warranty
of
the Transferor under the 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) through (xvii)), shall be the
right to enforce the obligations of the Transferor under any applicable
representation or warranty made by it. The representations made by the Seller
pursuant to Sections 1.04(b)(xiii) through (xvii) 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) through
(xvii)) are applicable only to facts, conditions or events that do not
constitute a breach of any representation or warranty made by the Transferor
in
the 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 Mortgage Loans (except in the case of those representations and warranties
made by it pursuant to Sections 1.04(b)(xiii) through (xvii)) if the fact,
condition or event constituting such breach also constitutes a breach of a
representation or warranty made by the Transferor in the Transfer Agreement,
without regard to whether the Transferor fulfills its contractual obligations
in
respect of such representation or warranty; provided,
however,
that if
the Transferor fulfills its obligations under the provisions of the 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.
4
Subject
to the foregoing, the Seller represents and warrants upon delivery of the
Mortgage Loans to the Depositor hereunder, as to each, that, as of the Closing
Date:
(i) The
information set forth with respect to the Mortgage Loans on the Mortgage Loan
Schedule provides an accurate listing of the Mortgage Loans, and the information
with respect to each 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 ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac. If upon origination
of the 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;
5
(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 all 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 on the related Mortgaged Property (including all
improvements on the Mortgaged Property). The lien of the Mortgage is subject
only to: (1) 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, (2) 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
Mortgage Loan, and (3) 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 all 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 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 Mortgage Loans to the Depositor,
the
Seller was the sole owner of record and holder of each Mortgage Loan, and the
Seller had good and marketable title thereto, and has full right to transfer
and
sell each 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 Mortgage Loan pursuant to this Agreement;
6
(vii) Each
Mortgage Loan other than any Cooperative Loan is covered by either (i) an
attorney’s opinion of title and abstract of title the form and substance of
which is generally acceptable to mortgage lending institutions originating
mortgage loans in the locality where the related Mortgaged Property is located
or (ii) an ALTA Mortgagee Title Insurance Policy or other generally acceptable
form of policy of insurance, issued by a title insurer qualified to do business
in the jurisdiction where the Mortgaged Property is located, insuring the
originator of the Mortgage Loan, and its successors and assigns, as to the
first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan (subject only to the exceptions described in paragraph (v) above). If
the
Mortgaged Property is a condominium unit located in a state in which a title
insurer will generally issue an endorsement, then the related Title Insurance
Policy contains an endorsement insuring the validity of the creation of the
condominium form of ownership with respect to the project in which such unit
is
located. With respect to any Title Insurance Policy, the originator is the
sole
insured of such mortgagee Title Insurance Policy, such mortgagee Title Insurance
Policy is in full force and effect and will inure to the benefit of the
Depositor upon the consummation of the transactions contemplated by this
Agreement, no claims have been made under such mortgagee Title Insurance Policy
and no prior holder of the related Mortgage, including the Seller, has done,
by
act or omission, anything that would impair the coverage of such mortgagee
Title
Insurance Policy;
(viii) No
foreclosure action is being threatened or commenced with respect to any Mortgage
Loan. There is no proceeding pending for the total or partial condemnation
of
any Mortgaged Property (or, in the case of any Cooperative Loan, the related
cooperative unit) and each such property is undamaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or other casualty, so as to have
a
material adverse effect on the value of the related Mortgaged Property as
security for the related Mortgage Loan or the use for which the premises were
intended;
(ix) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under the law could give rise
to
such liens) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related Mortgage;
(x) [Reserved];
(xi) Each
Mortgage Loan will have a LTV of 100% or less as of the Closing Date;
7
(xii) Each
Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G of
the Code and Treas. Reg. §1.860G-2;
(xiii) Each
Mortgage Loan at the time it was made complied in all material respects with
applicable local, state and federal laws, including, but not limited to, all
applicable predatory, abusive and fair lending laws; and, specifically, (a)
no
Mortgage Loan secured by a Mortgaged Property located in New Jersey is a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
November 27, 2003 (N.J.S.A. 46:10B-22 et
seq.);
(b) no
Mortgage Loan secured by a Mortgaged Property located in New Mexico is a
“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004 (N.M. Stat. ▇▇▇. §§ 58-21A-1 et.
seq.);
(c) no
Mortgage Loan secured by a Mortgaged Property located in Massachusetts is a
“High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home
Loan Practices Act effective November 7, 2004 (Mass. ▇▇▇. Laws Ch. 183C); and
(d) no
Mortgage Loan secured by a Mortgaged Property located in Indiana is a “High Cost
Home Loan” as defined in the Indiana Home Loan Practices Act effective January
1, 2005 (Ind. Code ▇▇▇. § 24-9-1 et
seq.;
(xiv) No
Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such
terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
which is now Version 5.7, Appendix E. In addition, no Mortgage Loan is a
“high-cost,” “high-cost home,” “covered,” “high-risk home” or “predatory” loan
under any applicable federal, state or local predatory or abusive lending law
(or a similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees);
(xv) No
Mortgage Loan is covered by the Home Ownership and Equity Protection Act of
1994
(“HOEPA”) and its implementing regulations, including 12 CFR § 226.32(a)(1)(i)
and (ii). As part of its due diligence process, Seller conducted a statistically
relevant sampling of approximately 16.40% of the Mortgage Loans. The Mortgage
Loans sampled include refinance, home equity, and purchase loans. None of the
Mortgage Loans sampled exceeds the thresholds set by HOEPA. Seller confirms
that
its sampling procedure is effective in identifying loans that exceed the
thresholds set by HOEPA. Seller is not aware that any of the Mortgage Loans
that
were not sampled exceed the thresholds set by HOEPA;
(xvi) The
information set forth in the Prepayment Charge Schedule, included as part of
the
Mortgage Loan Schedule at Schedule A hereto (including the Prepayment Charge
Summary attached thereto) is complete, true and correct in all material respects
on the date or dates on which such information is furnished and each Prepayment
Charge is permissible, originated in compliance with, and enforceable in
accordance with its terms under, applicable federal, state and local law (except
to the extent that the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws affecting creditor’s
rights generally or the collectibility thereof may be limited due to
acceleration in connection with foreclosure);
8
(xvii) No
Mortgage Loan was originated (or modified) on or after October 1, 2002 through
March 6, 2003 which is secured by a mortgaged property located in Georgia;
and
(xviii) In
addition to the foregoing representations and warranties made in subparagraphs
(i) through (xvii) of this Section 1.04(b), the Seller further represents and
warrants upon delivery of the Mortgage Loans to be included in Pool 1 (the
“Pool
1 Transferred Mortgage Loans”), as to each such Mortgage Loan,
that:
(a) The
outstanding Scheduled Principal Balance of each Pool 1 Transferred Mortgage
Loan
does not exceed the applicable maximum original loan amount limitations with
respect to first lien or subordinate lien one-to-four family residential
mortgage loans, as applicable, as set forth in the ▇▇▇▇▇▇▇ Mac Selling
Guide;
(b) With
respect to any Pool 1 Transferred Mortgage Loan that is a subordinate lien
mortgage loan, (i) such lien is on a one- to four-family residence that is
the
principal residence of the borrower; (ii) the original principal balance does
not exceed the applicable limitations with respect to subordinate lien mortgage
loans as set forth in the ▇▇▇▇▇▇▇ Mac Selling Guide; and (iii) the original
principal balance of the first lien mortgage loan plus the original principal
balance of any subordinate lien mortgage loans relating to the same mortgaged
property do not exceed the applicable limitations with respect to first lien
mortgage loans for that property type as set forth in the ▇▇▇▇▇▇▇ Mac Selling
Guide;
(c) There
is
no Pool 1 Transferred Mortgage Loan that was originated on or after March 7,
2003 which is a “high cost home loan” as defined under the Georgia Fair Lending
Act;
(d) No
borrower obtained a prepaid single-premium credit life, credit disability,
credit unemployment or credit property insurance policy in connection with
the
origination of any Pool 1 Transferred Mortgage Loan; no proceeds from any Pool
1
Transferred Mortgage Loan were used to purchase single premium credit insurance
policies or debt cancellation agreements as part of the origination of, or
as a
condition to closing, such Pool 1 Transferred Mortgage Loan;
(e) The
applicable Servicer for each Pool 1 Transferred Mortgage Loan has fully
furnished in the past (and the Seller shall cause the applicable Servicer to
furnish in the future), in accordance with the Fair Credit Reporting Act and
its
implementing regulations, accurate and complete information (i.e.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian
and
Trans Union Credit Information Company, on a monthly basis;
9
(f) With
respect to any Pool 1 Transferred Mortgage Loan that contains a provision
permitting imposition of a Prepayment Charge upon a prepayment prior to
maturity, to the best of the Seller’s knowledge: (i) the Pool 1 Transferred
Mortgage Loan provides some benefit to the borrower (e.g., a rate or fee
reduction) in exchange for accepting such Prepayment Charge; (ii) the Pool
1
Transferred Mortgage Loan’s originator had a written policy of offering the
borrower, or requiring third-party brokers to offer the borrower, the option
of
obtaining a mortgage loan that did not require payment of such Prepayment
Charge; (iii) the Prepayment Charge was adequately disclosed to the borrower
in
the loan documents pursuant to applicable state and federal law; (iv) no
subprime loan originated on or after October 1, 2002, will provide for a
Prepayment Charge for a term in excess of three years and any subprime loan
or
non-subprime loan originated prior to such date will not provide for a
Prepayment Charge for a term in excess of five years; in each case unless such
loan was modified to reduce the prepayment period to no more than three years
from the date of the note in the case of a subprime loan and no more than five
years from the date of the note in the case of a non-subprime loan and the
borrower was notified in writing of such reduction in prepayment period; and
(v) such Prepayment Charge shall not be imposed in any instance where the
Pool 1 Transferred Mortgage Loan is accelerated or paid off in connection with
the workout of a delinquent mortgage or due to the borrower’s default,
notwithstanding that the terms of the Pool 1 Transferred Mortgage Loan or state
or federal law might permit the imposition of such Prepayment
Charge;
(g) With
respect to any Pool 1 Transferred Mortgage
Loan originated on or after August 1, 2004, neither the related mortgage nor
the
related mortgage note requires the borrower to submit to arbitration to resolve
any dispute arising out of or relating in any way to the mortgage
loan transaction;
(h) With
respect to any Pool 1 Transferred Mortgage Loan secured by manufactured housing,
(i) each contract is secured by a “single family residence” within the meaning
of Section 25(e)(10) of the Code and (ii) the manufactured housing is the
principal residence of the borrower. The fair market value of the manufactured
home securing each contract was at least 80% of the adjusted issue price of
the
contract at either (i) the time the contract was originated (determined pursuant
to the REMIC provisions of the Code) or (ii) the time the contract was
transferred to the Seller. Each such contract is a “qualified mortgage” under
Section 860G(a)(3) of the Code;
10
(i) To
the best of the Seller’s knowledge, no
borrower was required to select a Pool 1 Transferred Mortgage Loan product
offered by the Transferor which is a higher cost product designed for less
creditworthy borrowers, unless at the time of the Transferor’s origination, such
borrower did not qualify, taking into account such facts as, without limitation,
the related Pool 1 Transferred Mortgage Loan’s requirements and the borrower’s
credit history, income, assets and liabilities, for a lower cost credit product
then offered by the mortgage loan’s originator or any affiliate of the
Transferor. If, at the time of loan application, the borrower may have qualified
for a lower cost credit product then offered by any mortgage lending affiliate
of the Transferor, the Transferor referred the borrower’s application to such
affiliate for underwriting consideration;
(j) To
the best of the Seller’s knowledge, the methodology used in underwriting the
extension of credit for each Pool
1
Transferred Mortgage
Loan did not rely on the borrower’s equity in the collateral as the principal
determining factor in approving the extension of credit, but rather related
such
facts as, without limitation, the borrower’s credit history, income, assets or
liabilities, to the proposed mortgage payment. Such underwriting methodology
confirmed that at the time of origination (application/approval), the borrower
had a reasonable ability to make timely payments on the related Pool
1
Transferred Mortgage
Loan;
(k) No
borrower under a Pool 1 Mortgage Loan was charged “points and fees” in an amount
greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage
loan,
whichever is greater. For purposes of this representation, “points and fees” (x)
include origination, underwriting, broker and finder’s fees and charges that the
lender imposed as a condition of making the mortgage loan, whether they are
paid
to the lender or a third party; and (y) exclude bona fide discount points,
fees
paid for actual services rendered in connection with the origination of the
mortgage (such as attorneys’ fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and extracts, flood
and
tax certifications, and home inspections); the cost of mortgage insurance or
credit-risk price adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow deposits for the future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges, which miscellaneous fee and charges, in total, do not exceed 0.25
percent of the loan amount; and
(l) No
Pool 1
Transferred Mortgage Loan was originated more than twelve months prior to the
Closing Date.
(c) With
respect to any of the foregoing representations and warranties made in
subparagraphs (xiii) through (xviii) of Section 1.04(b), a breach of any such
representations or warranties shall be deemed to materially and adversely affect
the value of the affected Mortgage Loan and the interests of Certificateholders
therein, irrespective of the Seller’s knowledge of such breach.
11
It
is
understood and agreed that the representations and warranties set forth in
Section 1.04(b) herein shall survive the Closing Date. Upon discovery by either
the Seller or the Depositor of a breach of any of the foregoing representations
and warranties (excluding a breach of subparagraph (xvi) under Section 1.04(b))
that adversely and materially affects the value of the related Mortgage Loan
and
that does not also constitute a breach of a representation or warranty of the
Transferor in the Transfer Agreement, the party discovering such breach shall
give prompt written notice to the other party; provided,
however,
that
notwithstanding anything to the contrary herein, this paragraph shall be
specifically applicable to a breach by the Seller of the representations made
pursuant to subparagraphs (xiii), (xiv), (xv) (xvii) and (xviii) of Section
1.04(b) irrespective of the Transferor’s breach of a comparable representation
or warranty made in the Transfer Agreement. Within 60 days of the discovery
of
any such breach, the Seller shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in respect
thereof from the Depositor at the applicable Purchase Price or (c) within the
two-year period following the Closing Date substitute a Qualifying Substitute
Mortgage Loan for the affected Mortgage Loan.
Notwithstanding
the second paragraph of Section 1.04(c), in connection with the Seller’s
representations and warranties made in subparagraph (xvi) of Section 1.04(b)
and
within 90 days of the earlier of discovery by the Seller or receipt of notice
from the Servicer of a breach of such representation and warranty by the Seller,
which breach materially and adversely affects the interests of the Class P
Certificateholders in any Prepayment Charge, the Seller shall, if (i) such
representation and warranty is breached and a Principal Prepayment has occurred
or (ii) if a change in law subsequent to the Closing Date limits the
enforceability of the Prepayment Charge (other than in the circumstances set
forth in subparagraph (xvi) of Section 1.04(b)), pay, at the time of such
Principal Prepayment or change in law, the amount of the scheduled Prepayment
Charge, for the benefit of the holders of the Class P Certificates, by
depositing such amount into the Certificate Account no later than the Deposit
Date immediately following the Prepayment Period in which such Principal
Prepayment on the related Mortgage Loan or such change in law has occurred,
net
of any Servicer Prepayment Charge Payment Amount made by the Servicer with
respect to the related Mortgage Loan in lieu of collection of such Prepayment
Charge.
(d) Promptly
upon discovery by the Seller or the Depositor that any First Payment Default
Mortgage Loan may be repurchased by the Transferor, the Depositor shall enforce
its rights under Section 8 of each PPTL. If the price at which the Transferor
is
required to purchase any First Payment Default Mortgage Loan is less than the
Purchase Price as defined in the Trust Agreement, the Seller shall be obligated
to pay such difference to the Depositor on the date of repurchase.
Section
1.05. Grant
Clause.
It
is
intended that the conveyance of the Seller’s right, title and interest in and to
the Mortgage Loans and other property conveyed pursuant to this Agreement on
the
Closing Date shall constitute, and shall be construed as, a sale of such
property and not a grant of a security interest to secure a loan. However,
if
any such conveyance is deemed to be in respect of a loan, it is intended that:
(a) the rights and obligations of the parties shall be established pursuant
to
the terms of this Agreement; (b) the Seller hereby grants to the Depositor
a
first priority security interest to secure payment of an obligation in an amount
equal to the purchase price set forth in Section 1.01(a) in all of the Seller’s
right, title and interest in, to and under, whether now owned or hereafter
acquired, the Mortgage Loans and other property; and (c) this Agreement shall
constitute a security agreement under applicable law.
12
Section
1.06. Assignment
by Depositor.
Concurrently
with the execution of this Agreement, the Depositor shall assign its interest
under this Agreement with respect to the Mortgage Loans to the Trustee, and
the
Trustee then shall succeed to all rights of the Depositor under this Agreement.
All references to the rights of the Depositor in this Agreement shall be deemed
to be for the benefit of and exercisable by its assignee or designee,
specifically including the Trustee.
ARTICLE
II.
MISCELLANEOUS
PROVISIONS
Section
2.01. Binding
Nature of Agreement; Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
Section
2.02. Entire
Agreement.
This
Agreement contains the entire agreement and understanding among the parties
hereto with respect to the subject matter hereof, and supersedes all prior
and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersede any course
of performance and/or usage of the trade inconsistent with any of the terms
hereof.
Section
2.03. Amendment.
(a) This
Agreement may be amended from time to time by the Seller and the Depositor,
with
the consent of the Trustee but without notice to or the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to cause the provisions
herein to conform to or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust Fund, the Trust Agreement
or
this Agreement in the Prospectus Supplement; or to correct or supplement any
provision herein which may be inconsistent with any other provisions herein,
(iii) to make any other provisions with respect to matters or questions arising
under this Agreement or (iv) to add, delete, or amend any provisions to the
extent necessary or desirable to comply with any requirements imposed by the
Code and the REMIC Provisions. No such amendment effected pursuant to clause
(iii) of the preceding sentence shall adversely affect in any material respect
the interests of any Certificateholder. Any such amendment shall be deemed
not
to adversely affect in any material respect any Certificateholder if the Trustee
receives written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to reduce the then current rating assigned to
the
Certificates, if any (and any Opinion of Counsel received by the Trustee in
connection with any such amendment may rely expressly on such confirmation
as
the basis therefor).
13
(b) This
Agreement may also be amended from time to time by the Seller and the Depositor
with the consent of the Trustee and the Certificateholders of not less than
66-2/3% of the Class Principal Amount or Class Notional Amount (or Percentage
Interest) of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Certificateholders; provided,
however,
that no
such amendment may (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed
on
any Certificate without the consent of the Certificateholder of such Certificate
or (ii) reduce the aforesaid percentages of Class Principal Amount or Class
Notional Amount (or Percentage Interest) of Certificates of each Class, the
Certificateholders of which are required to consent to any such amendment
without the consent of the Certificateholders of 100% of the Class Principal
Amount or Class Notional Amount (or Percentage Interest) of each Class of
Certificates affected thereby. For purposes of this paragraph, references to
“Certificateholder” or “Certificateholders” shall be deemed to include, in the
case of any Class of Book-Entry Certificates, the related Certificates Owners.
(c) It
shall
not be necessary for the consent of Certificateholders under this Section 2.03
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
2.04. Valid
Assignment.
FFFC
acknowledges and agrees that this Agreement constitutes a valid assignment
and
assumption of the rights and obligations of the Seller under the Transfer
Agreement and each PPTL with respect to the Mortgage Loans by the Seller to
the
Depositor pursuant to Section 21 of the Transfer Agreement and Section 21 of
each PPTL. The Seller further agrees to ▇▇▇▇ its books and records to reflect
the ownership of the Mortgage Loans by the Depositor.
Section
2.05. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
14
Section
2.06. Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement.
Section
2.07. Indulgences;
No Waivers.
Neither
the failure nor any delay on the part of a party to exercise any right, remedy,
power or privilege under this Agreement shall operate as a waiver thereof,
nor
shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right,
remedy, power or privilege, nor shall any waiver of any right, remedy, power
or
privilege with respect to any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other occurrence. No waiver
shall
be effective unless it is in writing and is signed by the party asserted to
have
granted such waiver, as well as the Trustee.
Section
2.08. Headings
Not to Affect Interpretation.
The
headings contained in this Agreement are for convenience of reference only,
and
they shall not be used in the interpretation hereof.
Section
2.09. Benefits
of Agreement.
The
parties to this Agreement agree that it is appropriate, in furtherance of the
intent of such parties set forth herein, that the Trustee enjoys the full
benefit of the provisions of this Agreement each as an intended third party
beneficiary; provided, however, nothing in this Agreement, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder, the Trustee and the Certificateholders, any benefit or
legal or equitable right, power, remedy or claim under this Agreement.
Section
2.10. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, and all of which together shall constitute one and
the
same instrument.
15
IN
WITNESS WHEREOF, the Seller and the Depositor have caused their names to be
signed hereto by their respective duly authorized officers as of the date first
above written.
|
▇▇▇▇▇▇
BROTHERS HOLDINGS INC.,
as
Seller
By:
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
Authorized Signatory
STRUCTURED
ASSET SECURITIES CORPORATION,
as
Purchaser
By:
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title:
Senior Vice President
|
ACKNOWLEDGED
(for purposes of Section 2.04)
FIRST
FRANKLIN FINANCIAL CORPORATION
By:
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Executive Vice President
SCHEDULE
A
MORTGAGE
LOAN SCHEDULE
(including
Prepayment Charge Schedule and
Prepayment
Charge Summary)
[To
be
retained in a separate closing binder entitled “First Franklin
Mortgage
Loan Trust 2006-FFB Mortgage Loan Schedules” at ▇▇▇▇▇ ▇▇▇▇▇▇ LLP]
SCHEDULE
B
FIRST
PAYMENT DEFAULT MORTGAGE LOANS
EXHIBIT
A
CERTAIN
DEFINED TERMS
“Prepayment
Charge”:
With
respect to any Mortgage Loan, the charges or premiums, if any, due in connection
with a full or partial prepayment of such Mortgage Loan during a Prepayment
Period in accordance with the terms thereof (other than the Servicer Prepayment
Charge Payment Amount).
“Prepayment
Charge Schedule”:
As of
any date, the list of Prepayment Charges on the Mortgage Loans included in
the
Trust Fund on such date, included as part of the Mortgage Loan Schedule at
Exhibit A (including the Prepayment Charge Summary attached thereto). The
Prepayment Charge Schedule shall be prepared by the Seller and shall set forth
the following information with respect to each Prepayment Charge:
|
(i)
|
the
Mortgage Loan identifying number;
|
|
(ii)
|
a
code indicating the type of Prepayment Charge;
|
|
(iii)
|
the
state of origination of the related Mortgage Loan;
|
|
(iv)
|
the
date on which the first Scheduled Payment was due on the related
Mortgage
Loan;
|
|
(v)
|
the
term of the related Prepayment Charge; and
|
|
(vi)
|
the
Scheduled Principal Balance of the Mortgage Loan as of the Cut-off
Date.
|
Such
Prepayment Charge Schedule shall be amended from time to time by the Seller
and
a copy of such amended Prepayment Charge Schedule shall be furnished by the
Seller.
“Servicer
Prepayment Charge Payment Amount”:
The
amount payable by the Servicer in respect of any impermissible waiver by the
Servicer of a Prepayment Charge pursuant to the related Servicing Agreement.
EXHIBIT
B
FORM
OF
TERMS LETTER
November
1, 2006
Structured
Asset Securities Corporation
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
|
Re:
|
First
Franklin Mortgage Loan Trust
Mortgage
Pass-Through Certificates, Series
2006-FFB
|
Ladies
and Gentlemen:
This
letter (the “Terms Letter”) is made in accordance with the Mortgage Loan Sale
and Assignment Agreement, dated as of November 1, 2006 (the “Mortgage Loans Sale
Agreement”), between Structured Asset Securities Corporation and ▇▇▇▇▇▇ Brothers
Holdings Inc. Capitalized terms used but not defined herein shall have the
meanings set forth in the Mortgage Loan Sale Agreement.
The
Purchase Price shall be [$_______].
This
Terms Letter may be signed in any number of counterparts, each of which shall
be
deemed to be an original, but taken together, shall constitute a single
document.
[Remainder
of page intentionally left blank]
Please
acknowledge your agreement with the foregoing by signing and returning the
enclosed copy of this Terms Letter to the undersigned.
|
Very
truly yours,
▇▇▇▇▇▇
BROTHERS HOLDINGS INC.
By:
/s/
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
Authorized Signatory
|
Acknowledged
and Agreed:
STRUCTURED
ASSET SECURITIES
CORPORATION
By:
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Senior Vice President
EXHIBIT
C
PURCHASE
PRICE AND TERMS LETTERS BETWEEN ▇▇▇▇▇▇ BROTHERS
BANK,
FSB
AND FIRST FRANKLIN FINANCIAL CORPORATION DATED
AS
OF
APRIL 26, 2006, JUNE 20, 2006, AND AUGUST 11, 2006, RESPECTIVELY
[ON
FILE
AT ▇▇▇▇▇ ▇▇▇▇▇▇ LLP]