LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
DEPOSITOR
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of November 1,
2006
Lehman XS
Trust
(Mortgage Pass-Through Certificates,
Series 2006-18N)
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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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2
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Section 1.02.
Delivery of Documents
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3
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Section 1.03.
Review of Documentation
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3
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Section 1.04.
Representations and Warranties of the Seller
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4
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Section 1.05.
Grant Clause
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14
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Section 1.06.
Assignment by Depositor
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14
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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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15
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Section 2.02.
Entire Agreement
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15
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15
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Section 2.04.
Governing Law
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16
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Section 2.05.
Severability of Provisions
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16
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Section 2.06.
Indulgences; No Waivers
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16
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Section 2.07.
Headings Not to Affect Interpretation
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16
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Section 2.08.
Benefits of Agreement
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16
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Section 2.09.
Counterparts
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16
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SCHEDULES
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SCHEDULE
A-1A
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Bank
Transferred Mortgage Loan Schedule
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SCHEDULE
A-1B
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LBH Mortgage
Loan Schedule
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SCHEDULE
A-2
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Bank Originated
Mortgage Loan Schedule
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This MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT, dated as of November 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 November
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 Bank, FSB (the “Bank”), pursuant to (i) the
Flow Seller's Warranties and Servicing Agreement, dated as of June
1, 2004, by and between the Bank and Countrywide Home Loans, Inc.
(“Countrywide”), as amended by the Amendment Reg AB
dated as of January 31, 2006, and (ii) the Flow Subservicing
Agreement, dated as of January 1, 2005, by and between GMAC
Mortgage Corporation and the Bank, as amended by the Amendment Reg
AB dated as of April 7, 2006 (each, a “Bank Transfer
Agreement,” has purchased or received certain mortgage loans
identified on the Mortgage Loan Schedule attached hereto as
Schedule A-1A (the “Bank Transferred Mortgage
Loans”):
WHEREAS, Lehman Capital, a division of Lehman
Brothers Holdings Inc. (“Lehman Capital”), pursuant to
the following specified agreements (each an “LBH
Agreement” and together with the Bank Transfer Agreement the
“Transfer Agreements”), has purchased or received
certain mortgage loans identified on the Mortgage Loan Schedule
attached hereto as Schedule A-1B (the “LBH Mortgage
Loans” and together with the Bank Transferred Mortgage Loans,
the “Transferred Mortgage Loans”):
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1.
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Flow Seller's
Warranties and Servicing Agreement, dated as of June 1, 2006, by
and between Lehman Capital and Countrywide, as amended by the
Amendment Reg AB dated as of June 16, 2006;
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2.
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Sale and
Interim Servicing Agreement, dated as of June 29, 2006, by and
between Lehman Capital and Residential Funding Corporation
(“RFC”);
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3.
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Sale and
Servicing Agreement, dated as of October 30, 2006, by and between
Lehman Capital and Residential Funding Company, LLC (“RFC
LLC”);
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4.
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Flow Mortgage
Loan Purchase and Warranties Agreement, dated as of May 18, 2006,
by and between Lehman Capital and SunTrust Mortgage, Inc.
(“SunTrust”); and
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5.
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Seller's
Warranties and Servicing Agreement, dated as of September 1, 2005,
by and between Lehman Capital and IndyMac Bank, F.S.B.
(“IndyMac”).
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WHEREAS, in addition to the Bank Transferred
Mortgage Loans, the Bank may have 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, pursuant to an Assignment and
Assumption Agreement (the “Assignment and Assumption
Agreement”), dated as of November 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 Bank Transfer
Agreements, the Bank Transferred Mortgage Loans and any 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 (the “Servicing Agreements” and
each a “Servicing Agreement”) pursuant to which the
Mortgage Loans are serviced by Countrywide Home Loans Servicing LP
(“Countrywide Servicing”), IndyMac, RFC LLC and GMAC
Mortgage, LLC (“GMAC”) (each a “Servicer”
and collectively the “Servicers”):
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1.
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Reconstituted
Servicing Agreement, dated as of November 1, 2006, by and between
the Seller and Countrywide Servicing;
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2.
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Reconstituted
Servicing Agreement, dated as of November 1, 2006, by and between
the Seller and IndyMac.
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3.
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Reconstituted
Servicing Agreement, dated as of November 1, 2006, by and between
the Seller and RFC LLC.
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4.
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Securitization
Servicing Agreement, dated as of November 1, 2006, by and among the
Seller, Aurora Loan Services LLC and GMAC.
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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 Agreements 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-1A, Schedule A-1B and Schedule A-2 hereto, having an
aggregate principal balance as of the Cut-off Date of
$1,027,393,147. 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 November 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 any of the Transfer Agreements
(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
$1,027,393,147. 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-1A specifies those Mortgage Loans that are Bank
Transferred Mortgage Loans, the Mortgage Loan Schedule attached
hereto as Schedule A-1B specifies those Mortgage Loans that are LBH
Mortgage Loans and the Mortgage Loan Schedule attached hereto as
Schedule A-2 specifies those Mortgage Loans that are Bank
Originated Mortgage Loans. The Bank Transferred Mortgage Loans and
Bank Originated 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 the custodian, Deutsche Bank National Trust
Company, U.S. Bank National Association or Wells Fargo Bank, N.A.
(each a “Custodian” and collectively 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, 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 and the Assignment and Assumption Agreement have
been duly authorized by all necessary corporate action on the part
of the Seller; neither the execution and delivery of this Agreement
or the Assignment and Assumption Agreement, nor the consummation of
the transactions herein or therein contemplated, nor compliance
with the provisions hereof or thereof, 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 Assignment and Assumption
Agreement and the consummation of the transactions contemplated
hereby and thereby 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 this Agreement and the Assignment and
Assumption 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 this
Agreement or the Assignment and Assumption 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 or the Assignment and Assumption
Agreement.
(b) The representations and warranties of each
Transferor with respect to the Transferred 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 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 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 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 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 se
