EXECUTION COPY
LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of September 1,
2006
Lehman XS Trust
(Mortgage Pass-Through Certificates,
Series 2006-15)
Table of Contents
|
|
|
Page
|
ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
|
6
|
|
Section
1.01.
|
Sale of
Mortgage Loans.
|
6
|
|
Section
1.02.
|
Delivery of
Documents.
|
7
|
|
Section
1.03.
|
Review of
Documentation.
|
7
|
|
Section
1.04.
|
Representations
and Warranties of the Seller.
|
8
|
|
Section
1.05.
|
Grant
Clause.
|
17
|
|
Section
1.06.
|
Assignment by
Depositor.
|
18
|
|
ARTICLE II.
MISCELLANEOUS PROVISIONS
|
18
|
|
Section
2.01.
|
Binding Nature
of Agreement; Assignment.
|
18
|
|
Section
2.02.
|
Entire
Agreement.
|
18
|
|
Section
2.03.
|
Amendment.
|
18
|
|
Section
2.04.
|
Governing
Law.
|
19
|
|
Section
2.05.
|
Severability of
Provisions.
|
19
|
|
Section
2.06.
|
Indulgences; No
Waivers.
|
19
|
|
Section
2.07.
|
Headings Not to
Affect Interpretation.
|
20
|
|
Section
2.08.
|
Benefits of
Agreement.
|
20
|
|
Section
2.09.
|
Counterparts.
|
20
|
|
|
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 September 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 (the “Trust
Agreement”) dated as of September 1, 2006, among the
Depositor, Aurora Loan Services LLC, as master servicer (the
“Master Servicer”), and LaSalle Bank National
Association, as trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to the following specified mortgage
loan purchase and warranties agreements (each a “Bank
Transfer Agreement,” and together with the LBH Transfer
Agreement, the “Transfer Agreements”), has purchased or
received from certain transferors identified below (each a
“Bank Transferor,” and together with the LBH
Transferor, the “Transferors”) certain mortgage loans,
each identified on the Mortgage Loan Schedule attached hereto as
part of Schedule A (collectively, the “Bank Transferred
Mortgage Loans” and, together with the LBH Transferred
Mortgage Loans, the “Transferred Mortgage
Loans”):
|
|
1.
|
Flow Servicing
Agreement by and between Lehman Brothers Bank, FSB and Aurora Loan
Services Inc. dated as of August 31, 1999;
|
|
|
2.
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and American Home Mortgage, Corp dated as of
November 17, 2004 and amended as of December 29, 2005 (Reg
AB);
|
|
|
3.
|
Flow Mortgage
Loan Purchase and Warranties Agreement dated as of March 7, 2005 by
and between Lehman Brothers Bank, FSB and Alliance
Bancorp;
|
|
|
4.
|
Loan Purchase
Agreement by and between Lehman Brothers Bank, FSB and American
Sterling Bank dated as of January 24, 2003
|
|
|
5.
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Bay Capital
Corporation and Lehman Brothers Bank, FSB dated as of September 20,
2004;
|
|
|
6.
|
Loan Purchase
Agreement dated as of July 29, 2004 by and between Lehman Brothers
Bank, FSB and CentralPacific Mortgage
|
|
|
7.
|
Loan Purchase
Agreement by and between Lehman Brothers Bank, FSB and Family
Lending Services, Inc. dated as of October 10, 2002
|
|
|
8.
|
Master Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and First National Bank of Nevada dated as of
August 27, 2004 and amended as of May 17, 2006 and May 22,
2006
|
|
|
9.
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and Greenpoint Mortgage Funding, Inc. dated as
of December 12, 2001 and amended as of March 14, 2003, November 23,
2005 and March 28, 2006;
|
|
|
10.
|
Loan Purchase
Agreement by and between Lehman Brothers Bank, FSB and Investors
Trust Mortgage and Investments dated as of June 24, 2004
|
|
|
11.
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and Loancity dated as of April 22,
2005
|
|
|
12.
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB, National Bank of Commerce, Central California
Bank & Trust, NBC Bank, FSB, First Market Bank and Commerce
Finance Company dated as of August 1, 2001
|
|
|
13.
|
Loan Purchase
Agreement by and between Lehman Brothers Bank, FSB and Residential
Mortgage Capital dated as of January 9, 2003
|
|
|
14.
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB 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
|
|
|
15.
|
Loan Purchase
Agreement by and between Lehman Brothers Bank, FSB and Taylor, Bean
& Whitaker dated as of December 5, 2002
|
|
|
16.
|
Seller's
Warranties and Servicing Agreement by and between Lehman Brothers
Bank, FSB and Indymac Bank, FSB dated as of July 1, 2003 and
amended as of December 29, 2004 and June 2006
|
|
|
17.
|
Flow Mortgage
Loan Purchase and Warranties Agreement by and between Lehman
Brothers Bank, FSB and Pinnacle Financial Corporation dated as of
February 12, 2004 and amended as of December 15, 2004;
|
|
|
18.
|
Master Mortgage
Loan Sale and Servicing Agreement by and between GMAC Mortgage
Corporation and Lehman Brothers Bank, FSB dated as of June 1, 2005
and amended as of August 16, 2005;
|
|
|
19.
|
Seller's
Warranties and Servicing Agreement by and between Lehman Capital, A
Division of Lehman Brothers Holdings Inc. dated as of September 1,
2005;
|
|
|
20.
|
Seller's
Warranties and Servicing Agreement by and between Lehman Brothers
Bank, FSB and Wells Fargo Bank, N.A. dated as of April 1, 2006
(WFHM Mortgage Series 2006-W26)
|
|
|
21.
|
Flow Purchase
Warranties and Servicing Agreement by and between Lehman Brothers
Bank, FSB and SunTrust Mortgage Inc. dated as of March 1, 2005 and
reg ab amendment dated as of December 20, 2005
|
|
|
22.
|
Flow Purchase
and Warranties Agreement by and between Lehman Brothers Bank, FSB
and Pinnacle Direct Funding Corp. dated as of July 26, 2004;
and
|
|
|
23.
|
Third Amended
and Restated Flow Mortgage Loan Sale and Servicing Agreement by and
between Bank of America, National Association and Lehman Brothers
Bank, FSB dated as of February 1, 2006 and amended as of February
2006 (reg AB).
|
WHEREAS, in addition to the Bank Transferred
Mortgage Loans, the Bank has directly underwritten and funded
certain mortgage loans originated by Aurora Loan Services LLC and
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 Bank Transferred Mortgage Loans, the “Bank
Mortgage Loans,” and the Bank Mortgage Loans, together with
the LBH Transferred Mortgage Loans, collectively referred to
hereinafter as the “Mortgage Loans”);
WHEREAS, pursuant to an assignment and
assumption agreement (the “Assignment and Assumption
Agreement”), dated as of September 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 foregoing Bank
Transfer Agreements and related Mortgage Loans as listed on
Schedule A, in the case of Bank 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 Bank Transfer
Agreements;
WHEREAS, the Seller is a party to the following
servicing agreements (collectively, the “Servicing
Agreements”) pursuant to which the Mortgage Loans are to be
initially serviced by a certain servicer (the
“Servicer”) as indicated below:
|
|
1.
|
Servicing
Agreement dated as of September 1, 2006 among the Seller, as
seller, and Aurora Loan Services LLC, in the dual capacities of
servicer and Master Servicer, and acknowledged by the
Trustee;
|
|
|
2.
|
Reconstituted
Servicing Agreement dated as of September 1, 2006 among the Seller,
as seller, and IndyMac F.S.B., as servicer, and acknowledged by the
Master Servicer and the Trustee;
|
|
|
3.
|
Reconstituted
Servicing Agreement dated as of September 1, 2006 among the Seller,
as seller, and PHH Mortgage Corporation f/k/a Cendant Mortgage
Corporation, as servicer, and acknowledged by the Master Servicer
and the Trustee;
|
|
|
4.
|
Reconstituted
Servicing Agreement dated as of September 1, 2006 among the Seller,
as seller, and SunTrust Mortgage Inc., as servicer, and
acknowledged by the Master Servicer and the Trustee; and
|
|
|
5.
|
Reconstituted
Servicing Agreement dated as of September 1, 2006 among the Seller,
as seller, Wells Fargo Bank, N.A., as servicer, and the Master
Servicer and acknowledged by 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, 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 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, all the right, title
and interest of the Seller in and to the Mortgage Loans identified
on Schedules A and B hereto, having an approximate aggregate
principal balance of $867,478,122. 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 and each
Servicing Agreement (except for any rights against the related
Transferor with respect to (i) first payment date defaults or early
payment date defaults or (ii) 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, 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 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 Mortgage 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 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 Wells Fargo Bank National Association, LaSalle
Bank National Association, Deutsche Bank National Trust Company and
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, carry on its business as presently conducted
and enter into and perform its obligations under the Assignment and
Assumption Agreement and this Agreement;
(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 or 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 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) and (xvi), 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) and (xvi)
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 any representations
and warranties made pursuant to Sections 1.04(b)(xii), (xiii),
(xiv), (xv) and (xvi) by it) 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
(other than any representations and warranties made by it pursuant
to Sections 1.04(b)(xii), (xiii), (xiv), (xv) and (xvi)) 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 curr
