LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
DEPOSITOR
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of September 1,
2006
GreenPoint Mortgage
Funding Trust
(Mortgage Pass-Through Certificates,
Series 2006-AR5)
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ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
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2
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Section 1.01.
Mortgage Loans
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Section 1.02.
Delivery of Documents
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Section 1.03.
Review of Documentation
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Section 1.04.
Representations and Warranties of the Seller
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Section 1.05.
Grant Clause
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Section 1.06.
Assignment by Depositor
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ARTICLE II
MISCELLANEOUS PROVISIONS
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15
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Section 2.01.
Binding Nature of Agreement; Assignment
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Section 2.02.
Entire Agreement
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Section 2.04.
Governing Law
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Section 2.05.
Severability of Provisions
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Section 2.06.
Indulgences; No Waivers
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Section 2.07.
Headings Not to Affect Interpretation
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Section 2.08.
Benefits of Agreement
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Section 2.09.
Counterparts
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SCHEDULES
SCHEDULE
A-1 Transferred Mortgage Loan Schedule
SCHEDULE
A-2 Bank Originated Mortgage Loan
Schedule
This MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT, dated as of September 1, 2006 (the
“Agreement”), is executed by and between Lehman
Brothers Holdings Inc. (the “Seller”) and Structured
Asset Securities Corporation (the
“Depositor”).
All capitalized terms not defined herein 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 (“Aurora”) and U.S. Bank National
Association, as trustee (the “Trustee”).
WITNESSETH
:
WHEREAS, Lehman Brothers Holdings Inc.
(“LBH”), pursuant to the following, has purchased or
received certain mortgage loans identified on the Mortgage Loan
Schedule attached hereto as Schedule A-1 (the “Transferred
Mortgage Loans”):
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1.
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Flow Mortgage
Loan Purchase and Warranties Agreement, dated as of April 10, 2006,
by and between LBH and GreenPoint (the “Transfer
Agreement”).
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WHEREAS, the Bank has funded certain mortgage
loans originated by Aurora Loan Services LLC identified on the
Mortgage Loan Schedule attached hereto as Schedule A-2 (the
“Bank Originated Mortgage Loans” and together with the
Transferred Mortgage Loans, the “Mortgage
Loans”);
WHEREAS, the Seller is a party to the following
servicing agreements (the “Servicing Agreements”)
pursuant to which the Mortgage Loans are serviced by GreenPoint or
GMAC Mortgage Corporation (“GMACM”) (each, a
“Servicer”):
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1.
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Reconstituted
Servicing Agreement, dated as of September 1, 2006, by and between
the Seller and GreenPoint.
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2.
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Securitization
Servicing Agreement, dated as of September 1, 2006, by and among
the Seller, Aurora and GMACM.
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WHEREAS, the Seller desires to sell, without
recourse, all of its rights, title and interest in and to the
Mortgage Loans (exclusive of any Retained Interest on such Mortgage
Loans) to the Depositor and to assign all of its rights and
interest under the Transfer Agreement and the Servicing Agreements
relating to the Mortgage Loans, 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. 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 (exclusive
of any Retained Interest on such Mortgage Loans, if any) identified
on Schedule A-1 and Schedule A-2 hereto, having an aggregate
principal balance as of the Cut-off Date of $1,277,146,938.13. Such
conveyance includes, without limitation, the right to all
distributions of principal and interest received on or with respect
to the Mortgage Loans on or after September 1, 2006 other than (i)
any amounts representing Retained Interest, if any, and (ii)
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, 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.
(b) 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 the
Servicing Agreements except for (A) any rights against the
Transferor 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
and (B) any right to receive Retained Interest if any, and 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 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 of
$1,277,146,938.13. 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.
(c) 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-1 specifies those Mortgage Loans that are Transferred
Mortgage Loans and the Mortgage Loan Schedule attached hereto as
Schedule A-2 specifies those Mortgage Loans that are Bank
Originated Mortgage Loans.
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 Agreement 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 the custodian, U.S. Bank National Association
(the “Custodian”), for the Depositor. The Custodian is
required to review, within 45 days following the Closing Date, each
applicable 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, to carry on its business as presently
conducted, and to enter into and perform its obligations under this
Agreement and the Assignment and Assumption Agreement;
(ii) The execution and delivery by the Seller of
this Agreement has been duly authorized by all necessary corporate
action on the part of the Seller; neither the execution and
delivery of this Agreement nor the consummation of the transactions
herein contemplated, nor compliance with the provisions 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 this Agreement and the consummation of the transactions
contemplated 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) This Agreement has been duly executed and
delivered by the Seller and, assuming due authorization, execution
and delivery by the Depositor, 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 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 this Agreement.
(b) The representations and warranties of the
Transferor with respect to the Transferred Mortgage Loans in the
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 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 (other than a breach by the Seller of
the representations and warranties made pursuant to Sections
1.04(b)(xii), 1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix) and
1.04(b)(xx)) 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), 1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix) and
1.04(b)(xx) 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 the
representations and warranties made pursuant to Sections
1.04(b)(xii), 1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix) and
1.04(b)(xx)) 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
Transferred Mortgage Loans 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
Transferred Mortgage Loan. Subject to the foregoing, the Seller
represents and warrants upon delivery of the Transferred Mortgage
Loans to the Depositor hereunder on the Closing Date, as to each,
that:
(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 FNMA
or FHLMC. If upon origination of a 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. 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;
(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) Each 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 the
applicable Transferred 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.
Any security agreement
