LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of November 1,
2006
First Franklin Mortgage Loan Trust
2006-FFB
(Mortgage Pass-Through Certificates,
Series 2006-FFB)
TABLE OF CONTENTS
Page
|
ARTICLE I. CONVEYANCE OF MORTGAGE
LOANS
|
|
Section
1.01.
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Sale of
Mortgage Loans.
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2
|
|
Section
1.02.
|
Delivery of
Documents.
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3
|
|
Section
1.03.
|
Review of
Documentation.
|
3
|
|
Section
1.04.
|
Representations
and Warranties of the Seller.
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3
|
|
Section
1.05.
|
Grant
Clause.
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12
|
|
Section
1.06.
|
Assignment by
Depositor.
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12
|
|
|
|
|
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ARTICLE II. MISCELLANEOUS
PROVISIONS
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|
Section
2.01.
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Binding Nature
of Agreement; Assignment.
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12
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Section
2.02.
|
Entire
Agreement.
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12
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|
Section
2.03.
|
Amendment.
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13
|
|
Section
2.04.
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Valid
Assignment.
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13
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|
Section
2.05.
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Governing
Law.
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14
|
|
Section
2.06.
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Severability of
Provisions.
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14
|
|
Section
2.07.
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Indulgences; No
Waivers.
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14
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|
Section
2.08.
|
Headings Not to
Affect Interpretation.
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14
|
|
Section
2.09.
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Benefits of
Agreement.
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14
|
|
Section
2.10.
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Counterparts.
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15
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SCHEDULE
A
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Mortgage Loan
Schedule (including Prepayment Charge Schedule)
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|
SCHEDULE
B
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First Payment
Default Mortgage Loans
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EXHIBIT
A
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Certain Defined
Terms
|
|
EXHIBIT
B
|
Form of Terms
Letter
|
|
EXHIBIT
C
|
Purchase Price
and Terms Letters from Lehman Brothers Bank, FSB to First Franklin
Financial Corporation dated as of April 26, 2006, June 20, 2006,
and August 11, 2006, respectively.
|
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
dated as of November 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 November 1, 2006, among the
Depositor, Aurora Loan Services LLC, as master servicer (the
“Master Servicer”),Clayton Fixed Income Services Inc.,
as credit risk manager and Wells Fargo Bank, N.A., as trustee (the
“Trustee”).
WITNESSETH
:
WHEREAS, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to (A) an Amended and Restated Flow
Mortgage Loan Purchase and Warranties Agreement by and between the
Bank, as purchaser, and First Franklin Financial Corporation
(“FFFC” or a “Transferor”) dated as of
April 1, 2005, as amended, (the “Transfer Agreement”)
and (B) (i) a Purchase Price and Terms Letter between the Bank and
FFFC, dated as of April 26, 2006, (FF 2006-3 and FF 2006-4), (ii) a
Purchase Price and Terms Letter between the Bank and FFFC, dated as
of June 20, 2006 (FF 2006-8 and FF 2006-9), and (iii) a Purchase
Price and Terms Letter between the Bank and FFFC, dated as August
11, 2006 ( FF 2006-12 and FF 2006-13) (collectively, the
“PPTLs”), has purchased or received from FFFC certain
mortgage loans, each identified on the Mortgage Loan Schedule
attached hereto as Schedule A (collectively, the “Mortgage
Loans”):
WHEREAS, pursuant to an Assignment and
Assumption Agreement (the “Assignment and Assumption
Agreement”), dated as of November 1, 2006, between the Bank,
as assignor, and Holdings, as assignee, the Bank has assigned all
of its right, title and interest in and to the Transfer Agreement,
and certain of its rights (as described below) under each PPTL and
the Mortgage Loans as listed on Schedule A, and Holdings has
accepted the rights and benefits of, and assumed the obligations of
the Bank under, the Transfer Agreement;
WHEREAS, Holdings is a party to the
securitization servicing agreement dated as of November 1, 2006,
among National City Home Loan Services, Inc., as servicer (the
“Servicer”), the Seller and the Master Servicer, and
acknowledged by the Trustee ( the “Servicing
Agreement”) pursuant to which the Mortgage Loans will be
serviced by the Servicer;
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 the Transfer Agreement, the PPTLs and the Servicing
Agreement relating to the Mortgage Loans referred to above, 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 on the Closing Date 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 Schedule A hereto, having an aggregate principal balance of
approximately $685,210,677.27. 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 (A) the Transfer Agreement (except
for any rights against the Transferor under the Transfer Agreement
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;
provided, however, that the Seller hereby assigns to the
Depositor all of its rights and interest against FFFC with respect
to first payment date defaults or early payment date defaults on
the Mortgage Loans set forth in Schedule B hereto (the “First
Payment Default Mortgage Loans”), assigned to the Seller
under Section 8 of each PPTL and (B) the 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 the Transfer Agreement (any such
document, an “Assignment Agreement”) and that this
Agreement constitutes an Assignment Agreement under the Transfer
Agreement, and the Depositor hereby assumes the obligations of the
assignee under 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 the Transfer Agreement, the PPTLs and the Servicing
Agreement, other than any servicing rights thereunder, as if the
Depositor had been a party to each such agreement.
(b) Schedule 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 is attached hereto as
Schedule A.
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 Transfer Agreement or Servicing
Agreement.
(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 U.S. Bank National Association, as the custodian
(the “Custodian”) for the Depositor. The Custodian is
required to review, within 45 days following the Closing Date, each
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, 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 and 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 the
Transferor with respect to the Mortgage Loans in the Transfer
Agreement were made as of the date of the Transfer Agreement. To
the extent that any fact, condition or event with respect to a
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 (except in the case
of a breach by the Seller of the representations made by it
pursuant to Sections 1.04(b)(xiii) through (xvii)), shall be the
right to enforce the obligations of the Transferor under any
applicable representation or warranty made by it. The
representations made by the Seller pursuant to Sections
1.04(b)(xiii) through (xvii) 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) (except in the case of those representations and warranties
made pursuant to Sections 1.04(b)(xiii) through (xvii)) 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 Mortgage
Loans (except in the case of those representations and warranties
made by it pursuant to Sections 1.04(b)(xiii) through (xvii)) 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 Mortgage Loan.
Subject to the foregoing, the Seller represents
and warrants upon delivery of the Mortgage Loans to the Depositor
hereunder, as to each, that, as of the Closing Date:
(i) 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;
(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 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) In the case of all of the Mortgage Loans (by
Scheduled Principal Balance as of the Cut-off Date), the related
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 such
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
