ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment and
Assumption Agreement") is dated as of October 30, 2001 and effective
as of October 1, 2001, by and between ▇▇▇▇▇▇ Brothers Bank, FSB, a
federal savings bank (the "Bank" or the "Assignor") and ▇▇▇▇▇▇
Capital, a division of ▇▇▇▇▇▇ Brothers Holdings Inc., a Delaware
corporation (the "Assignee"):
WITNESSETH:
WHEREAS, the Assignor desires to sell, transfer and otherwise
assign to the Assignee the mortgage loans identified on Schedule I
attached hereto (the "Mortgage Loans"), together with certain
servicing and other contractual rights and obligations of the Assignor
with respect to the Mortgage Loans; and
WHEREAS, pursuant to that certain Mortgage Loan Sale and
Assignment Agreement dated as of October 1, 2001 (the "Sale and
Assignment Agreement"), between the Assignee, as seller, and
Structured Asset Securities Corporation ("SASCO"), as purchaser, the
Assignee will sell the Mortgage Loans to SASCO and will be obligated
to provide for the servicing of such Mortgage Loans.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and in
consideration of the mutual promises herein contained, the parties
hereby agree as follows:
1. Conveyance of Loan Assets. As of October 1, 2001,
the Assignor does hereby grant, transfer, assign,
set over and otherwise convey to the Assignee,
without recourse, and Assignee does hereby assume,
all right, title and interest of the Assignor, in
and to each of the Mortgage Loans, including,
without limitation all of the rights (such rights,
together with the Mortgage Loans, the "Loan
Assets"), duties, and obligations relating to the
Mortgage Loans, under the following agreements (the
"Agreements"):
(a) Flow Servicing Agreement, dated as of
August 31, 1999 (the "Flow Servicing
Agreement"), by and between the
Assignor, as owner, and Aurora Loan
Services Inc., a Delaware corporation,
as servicer; and
(b) Seller's Warranties and Servicing
Agreement, dated as of September 1, 2001
(the "Agreement"), by and between the
Assignor, as purchaser, and Countrywide
Home Loans, Inc., as the company.
2. Representations and Warranties of Assignor. The Assignor
represents and warrants to the Assignee that:
(a) The Assignor has not received notice of,
and has no knowledge of, any offsets,
counterclaims, or other defenses
available to the Bank, as purchaser or
owner (in such capacity, the
"Purchaser") under either Agreement;
(b) the Assignor has not waived or agreed to
any waiver under, or agreed to any
amendment or other modification of,
either Agreement or the Mortgage Loans.
The Assignor has no knowledge of, and
has not received notice of, any waivers
under or amendments or other
modifications of, or assignments of
rights or obligations under either
Agreement.
3. Delegation of Duties. The Assignee warrants and represents to,
and covenants with, the Assignor that the Assignee agrees to
be bound, as Purchaser, by all of the terms of the Agreement
and from the date hereof, the Assignee assumes for the benefit
of the Assignor, all of Assignor's obligations as Purchaser
thereunder.
4. Grant of Security Interest; Intended Characterization. It is
intended that the conveyance of the Loan Assets made pursuant
to this Assignment and Assumption Agreement be construed as a
sale by the Assignor to the Assignee of the Loan Assets.
Further, it is not intended that any such conveyance be deemed
to be a pledge of the Loan Assets by the Assignor to the
Assignee to secure a debt or other obligation of the Assignor.
However, in the event that the Loan Assets are held to be
property of the Assignor, or if for any reason this Assignment
and Assumption Agreement is held or deemed to create a
security interest in the Loan Assets, then (a) the rights and
obligations of the parties shall be established pursuant to
the terms of this Assignment and Assumption Agreement; (b) the
Assignor hereby grants to the Assignee a first priority
security interest in all of the Assignor's right, title and
interest in, to and under, whether now owned or hereafter
acquired, the Loan Assets; and (c) this Assignment and
Assumption Agreement shall constitute a security agreement
under applicable law.
5. Governing Law. This Assignment and Assumption Agreement shall
be construed in accordance with the laws of the state of New
York, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws
without regard to conflict of laws principles applied in New
York.
IN WITNESS WHEREOF, the parties have caused this Assignment
and Assumption Agreement to be executed by their duly authorized
officers as of the date first above written.
▇▇▇▇▇▇ BROTHERS BANK, FSB ▇▇▇▇▇▇ CAPITAL, A DIVISION OF
▇▇▇▇▇▇ BROTHERS HOLDINGS INC.
Assignor Assignee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President Title: Senior Vice President
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SCHEDULE I
