EXECUTION
ASSIGNMENT AND ASSUMPTION
AGREEMENT
between
LEHMAN BROTHERS BANK,
FSB,
AS ASSIGNOR
AND
LEHMAN BROTHERS HOLDINGS
INC.,
AS ASSIGNEE
Dated as of
September 1, 2005
ASSIGNMENT AND ASSUMPTION
AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“Assignment Agreement”), made as of this 1st day of
September, 2005, between Lehman Brothers Bank, FSB, a federal
savings bank (the “Assignor”), and Lehman Brothers
Holdings Inc., a Delaware corporation (the
“Assignee”).
WHEREAS, the Assignor is a party to the
seller’s warranties and servicing agreements, mortgage loan
purchase agreements, flow servicing agreements, mortgage purchase
and warranties agreements and assignment, assumption and
recognition agreements identified on Exhibit A attached hereto
(each, a “Sale/Servicing Agreement,” and collectively,
the “Sale/Servicing Agreements”), pursuant to which the
Assignor has acquired certain mortgage loans (the “Mortgage
Loans”) identified on the Mortgage Loan Schedule attached
hereto as Exhibit B (the “Mortgage Loan Schedule”) or
pursuant to which such Mortgage Loans are being serviced by one or
more servicers;
WHEREAS, the Assignee has agreed on
certain terms and conditions to purchase from the Assignor the
Mortgage Loans, together with all right and interest of the
Assignor under the Sale/Servicing Agreements, to the extent
relating to the Mortgage Loans;
WHEREAS, pursuant to a mortgage loan sale
and assignment agreement, dated as of September 1, 2005 (the
“Mortgage Loan Sale and Assignment Agreement”), between
the Assignee, as seller, and Structured Asset Securities
Corporation (the “Depositor”), as purchaser, the
Assignee will transfer the Mortgage Loans to the Depositor,
together with the Assignee’s rights in each Sale/Servicing
Agreement, to the extent relating to the Mortgage Loans;
WHEREAS, pursuant to a trust agreement,
dated as of September 1, 2005 (the “Trust Agreement”),
among the Depositor, Aurora Loan Services LLC, as master servicer,
LaSalle Bank National Association, as trustee (the
“Trustee”), the Depositor will transfer the Mortgage
Loans to the Trustee, together with the Depositor’s rights in
each Sale/Servicing Agreement, to the extent relating to the
Mortgage Loans;
NOW, THEREFORE, in consideration of the
mutual promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section 1.
Assignment and Assumption
.
(a)
The Assignor hereby assigns to the
Assignee all of its right, title and interest in and to the
Mortgage Loans and the Sale/Servicing Agreements, to the extent
relating to the Mortgage Loans (other than the rights of the
Assignor to indemnification thereunder), and the Assignee hereby
assumes all of the Assignor’s obligations under the
Sale/Servicing Agreements, to the extent relating to the Mortgage
Loans, from and after the date hereof. The Assignee hereby
accepts such assignment, and shall be entitled to exercise all such
rights of the Assignor under the Sale/Servicing Agreements, as if
the Assignee had been a party to each such agreement.
(b)
It is intended that the conveyance of the
Assignor’s right, title and interest in and to the Mortgage
Loans and other property conveyed pursuant to this Assignment
Agreement 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 such conveyance is deemed to be in respect
of a loan, it is intended that: (i) the rights and
obligations of the parties shall be established pursuant to the
terms of this Assignment Agreement; (ii) 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, such Mortgage Loans and
other property; and (iii) this Assignment Agreement shall
constitute a security agreement under applicable law.
(c)
The Assignor shall have the right to
amend, modify or terminate the related Sale/Servicing Agreement
without the joinder of the Assignee with respect to mortgage loans
not conveyed to the Assignee hereunder; provided ,
however , that such amendment, modification or termination
shall not affect or be binding on the Assignee or the Mortgage
Loans.
Section 2.
Accuracy of the Mortgage Loan Schedule
and the Sale/Servicing Agreements .
The Assignor represents and warrants to
the Assignee that 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.
The Assignor represents and warrants to
the Assignee that (i) attached hereto as Exhibit A is an
accurate and complete description of each Sale/Servicing Agreement
and any amendment thereto as of the date hereof, (ii) each
Sale/Servicing Agreement is in full force and effect as of the date
hereof, and (iii) no Sale/Servicing Agreement as described on
Exhibit A has been further amended or modified in any
respect.
Section 3.
[Reserved]
Section 4.
Representations and
Warranties .
(a)
Authority. The Assignee hereto hereby represents and
warrants that it is duly and legally authorized to enter into this
Assignment Agreement and to perform its obligations hereunder and
under each Sale/Servicing Agreement.
(b)
Enforceability.
The Assignee hereby represents and
warrants that this Assignment Agreement has been duly authorized,
executed and delivered by it and, assuming due authorization,
execution and delivery thereof by each of the other parties hereto,
constitutes the legal, valid and binding obligation of the
Assignee, enforceable against the Assignee in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general
equitable principles (regardless of whether such enforcement is
considered sought in a proceeding in equity or at law).
Section 5.
Representations and Warranties of the
Assignor . The Assignor
hereby represents and warrants to the Assignee as
follows:
(a)
The Assignor is a federal savings bank
duly organized, validly existing and in good standing under the
laws of the United States of America and has full power and
authority to o
