LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of October 1,
2006
Lehman Mortgage Trust
(Mortgage Pass-Through Certificates,
Series 2006-7)
TABLE OF CONTENTS
Page
|
|
|
|
ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
|
4
|
|
|
|
|
|
Section
1.01.
|
Sale of
Mortgage Loans.
|
4
|
|
|
Section
1.02.
|
Delivery of
Documents.
|
5
|
|
|
Section
1.03.
|
Review of
Documentation.
|
5
|
|
|
Section
1.04.
|
Representations
and Warranties of the Seller.
|
5
|
|
|
Section
1.05.
|
Grant
Clause.
|
15
|
|
|
Section
1.06.
|
Assignment by
Depositor.
|
16
|
|
|
|
|
ARTICLE II.
MISCELLANEOUS PROVISIONS
|
16
|
|
|
|
|
|
Section
2.01.
|
Binding Nature
of Agreement; Assignment.
|
16
|
|
|
Section
2.02.
|
Entire
Agreement.
|
16
|
|
|
Section
2.03.
|
Amendment.
|
16
|
|
|
Section
2.04.
|
Governing
Law.
|
17
|
|
|
Section
2.05.
|
Severability of
Provisions.
|
17
|
|
|
Section
2.06.
|
Indulgences; No
Waivers.
|
17
|
|
|
Section
2.07.
|
Headings Not to
Affect Interpretation.
|
18
|
|
|
Section
2.08.
|
Benefits of
Agreement.
|
18
|
|
|
Section
2.09.
|
Counterparts.
|
18
|
SCHEDULES
|
SCHEDULE
A
|
Transferred
Mortgage Loan Schedule (including Prepayment Charge
Schedule)
|
|
SCHEDULE
B
|
Bank Originated
Mortgage Loan Schedule (including Prepayment Charge
Schedule)
|
|
EXHIBIT
A
|
Certain Defined
Terms
|
|
EXHIBIT
B
|
Form of Terms
Letter
|
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
dated as of October 1, 2006 (the “Agreement”), is
executed by and between Lehman 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 dated as of October 1,
2006 (the “Trust Agreement”), among the Depositor,
Aurora Loan Services LLC, as master servicer (the “Master
Servicer”), HSBC Bank USA, National Association, as trustee
(the “Trustee”) and Wells Fargo Bank, N.A., as
securities administrator (the “Securities
Administrator”).
WITNESSETH
:
WHEREAS, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to the following specified mortgage
loan purchase and warranties agreements (each, a “Bank
Transfer Agreement” and collectively, the “Transfer
Agreements”), has purchased or received from certain
transferors identified below (each, a “Bank Transferor”
and collectively the “Transferors”) certain mortgage
loans, each identified on the Mortgage Loan Schedule attached
hereto as Schedule A-1 (the “Transferred Mortgage
Loans”):
|
1)
|
Master Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
First National Bank of Nevada dated as of August 27, 2004 and
amended as of May 17, 2006 and May 22, 2006;
|
|
2)
|
Master Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
First National Bank of Nevada dated as of November 15, 2000 and
Amendment No. 1 dated as of September 7, 2001;
|
|
3)
|
Sale,
Warranties and Interim Servicing Agreement by and between the Bank
and ABN AMRO Mortgage Group, Inc. dated as of December 1,
2004;
|
|
4)
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Bay Capital
Corporation and the Bank dated as of September 20, 2004;
|
|
5)
|
Asset Purchase
and Interim Servicing Agreement by and between GE Mortgage
Services, LLC and the Bank dated as of October 31, 2004;
|
|
6)
|
Mortgage Loan
Purchase Agreement by and between the Bank and Liberty Savings
Bank, FSB as Seller and Liberty Lending Services, Inc. dated as of
March 31, 2002;
|
|
7)
|
Mortgage Loan
Purchase and Warranties Agreement by and between the Bank and
Mellon Bank, N.A. dated as of March 28, 2002;
|
|
8)
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
Realty Mortgage Corporation dated as of March 5, 2004;
|
|
9)
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
SIB Mortgage Corp. dated as of June 10, 2002 and Amendment No. 1
dated as of November 1, 2002;
|
|
10)
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
SIB Mortgage Corp. dated as of June 10, 2002 and Amendment No. 1
dated as of November 1, 2002 and Amendment No, 2 as of September
29, 2003;
|
|
11)
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
Southstar Funding, LLC dated as of January 26, 2005;
|
|
12)
|
Mortgage Loan
Purchase and Warranties Agreement by and between the Bank and
Woronoco Savings Bank dated as of May 23, 2005;
|
|
13)
|
Seller’s
Warranties and Servicing Agreement by and between the Bank and
IndyMac Bank, FSB dated as of July 1, 2003 and amended as of
December 29, 2004 and June 2006;
|
|
14)
|
Master
Seller’s Warranties and Servicing Agreement by and between
the Bank and Wells Fargo Bank, N.A. dated as of May 1, 2006 and as
amended as of August 1, 2006;
|
|
15)
|
Mortgage Loan
Flow Purchase, Sale and Servicing Agreement by and among the Bank,
PHH Mortgage Corporation and Bishop’s Gate Residential
Mortgage Trust (formerly known as Cendant Residential Mortgage
Trust) dated as of November 1, 2005;
|
|
16)
|
Third Amended
and Restated Flow Mortgage Loan Sale and Servicing Agreement by and
between Bank of America, National Association and the Bank dated as
of February 1, 2006 and amended as of February 23, 2006;
|
|
17)
|
Master Mortgage
Loan Sale and Servicing Agreement by and between GMAC Mortgage
Corporation and the Bank dated as of June 1, 2005 and amended as of
August 16, 2005 and amended as of March 21, 2006;
|
|
18)
|
Master Mortgage
Loan Purchase and Warranties Agreement by and between the Bank and
Centre Capital Group dated as of February 1, 2002;
|
|
19)
|
Flow Purchase
Warranties and Servicing Agreement by and between the Bank and
SunTrust Mortgage Inc. dated as of March 1, 2005 and amended as of
December 20, 2005;
|
|
20)
|
Master Loan
Purchase and Warranties Agreement between the Bank and The
Provident Bank dated as of December 31, 1999; and
|
|
21)
|
Master
Agreement between the Bank and Wendover Financial Services
Corporation dated as of October 26, 2000;
|
WHEREAS, in addition to the Transferred Mortgage
Loans, the Bank has funded certain mortgage loans originated by
Aurora Loan Services LLC, other correspondents or otherwise
purchased certain mortgage loans identified on the Mortgage Loan
Schedule attached hereto as Schedule B (the “Bank Originated
Mortgage Loans,” and together with the Transferred Mortgage
Loans, the “Mortgage Loans”);
WHEREAS, pursuant to an assignment and
assumption agreement (the “Assignment and Assumption
Agreement”) dated as of October 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
related Mortgage Loans as listed on Schedule A, in the case of the
Transferred Mortgage Loans, or Schedule B, 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 (each, a “Servicing Agreement,”
and collectively, the “Servicing Agreements”) pursuant
to which the Mortgage Loans are serviced by the various servicers
(each, a “Servicer,” and collectively, the
“Servicers”):
1. Servicing Agreement dated as of October 1,
2006, among Holdings, as seller, and Aurora Loan Services LLC, in
the capacities as Servicer and as Master Servicer, as acknowledged
by the Trustee;
2. Reconstituted Servicing Agreement dated as of
October 1, 2006, by and between Holdings, as seller and IndyMac
Bank, F.S.B., as Servicer, and as acknowledged by the Master
Servicer and the Trustee;
3. Reconstituted Servicing Agreement dated as of
October 1, 2006, by and between Holdings, as seller and Wells Fargo
Bank, N.A., as Servicer, and as acknowledged by the Master Servicer
and the Trustee;
4. Reconstituted Servicing Agreement dated as of
October 1, 2006, among Holdings, as seller, PHH Mortgage
Corporation, as Servicer, and the Master Servicer, and as
acknowledged by the Trustee;
5. Reconstituted Servicing Agreement dated as of
October 1, 2006, by and between Holdings, as seller and GMAC
Mortgage Corporation, as Servicer, and as acknowledged by the
Master Servicer and the Trustee;
6. Reconstituted Servicing Agreement dated as of
October 1, 2006, by and between Holdings, as seller and SunTrust
Mortgage, Inc., as Servicer, and as acknowledged by the Master
Servicer and the Trustee; and
7. Reconstituted Servicing Agreement dated as of
October 1, 2006, by and between Holdings, as seller and Bank of
America, National Association, as Servicer, and as acknowledged by
the Master Servicer and the Trustee;
WHEREAS, the Seller desires to sell, without
recourse, all of its rights, title and interest in and to the
Mortgage Loans to the Depositor, to assign all of its rights and
interest under each Transfer Agreement and each Servicing Agreement
relating to the Mortgage Loans referred to above, other than any
servicing rights retained by the Seller hereunder, 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. 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 of this Agreement, all
the right, title and interest of the Seller in and to the Mortgage
Loans identified on Schedules A and Schedule B hereto, having an
approximate aggregate principal balance as of the Cut-off Date of
$754,351,721.79. 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 each Transfer Agreement (except for
any rights against the related Transferor with respect to first
payment date defaults or early payment date defaults) and each
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 any of the Transfer Agreements (any such
document an “Assignment Agreement”) and that 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 set
forth in that certain Terms Letter dated as of the date hereof, a
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 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.
(b) 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 specifies those Mortgage Loans that are Transferred
Mortgage Loans and the Mortgage Loan Schedule attached hereto as
Schedule B specifies those Mortgage Loans that are Bank Originated
Loans, each of which categories of Mortgage Loans have been
assigned by the Bank to the Seller pursuant to the Assignment and
Assumption Agreement.
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 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 account maintained by the
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, Deutsche Bank
National Trust Company, LaSalle Bank National Association and Wells
Fargo Bank, N.A., as the custodians (each, a
“Custodian” and together, the
“Custodians”), for the applicable Mortgage Loans 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, carry on its business as presently conducted
and enter into and perform its obligations under the Assignment and
Assumption Agreement and this Agreement;
(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 each
Transferor with respect to the 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 made by it pursuant to Sections
1.04(b)(xii)¸(xiii), (xiv), (xv), (xvii) and (xviii), 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), (xiii), (xiv), (xv), (xvii) and (xviii) 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 those representations and
warranties made pursuant to Sections 1.04(b)(xii), (xiii), (xiv),
(xv), (xvii) and (xviii)) 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 (except in the case
of those representation and warranties made by it pursuant to
1.04(b)(xii), (xiii), (xiv), (xv), (xvii) and (xviii)) 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
Mortgage Loan.
Subject to the foregoing, the Seller represents
and warrants upon delivery of the Transferred Mortgage Loans to the
Depositor hereunder, as to each, that, as of the Closing
Date:
(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 the area where
the related Mortgaged Property is located pursuant to insurance
policies conforming to the requirements of the guidelines of Fannie
Mae or Freddie Mac. If upon origination of the Transferred 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.
