LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of November 1,
2006
Structured Asset Securities
Corporation Mortgage Loan Trust
Mortgage Pass-Through Certificates,
Series 2006-BC4
TABLE OF CONTENTS
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Page
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ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
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2
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2
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4
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4
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Representations
and Warranties of the Seller.
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4
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18
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18
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ARTICLE II.
MISCELLANEOUS PROVISIONS
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18
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Binding Nature
of Agreement; Assignment.
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18
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18
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19
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19
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Severability of
Provisions.
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20
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20
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Headings Not to
Affect Interpretation.
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20
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20
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20
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SCHEDULE
A-1
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Transferred
Mortgage Loan Schedule (including Prepayment Charge
Schedule)
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SCHEDULE
A-2
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Bank Originated
Mortgage Loan Schedule (including Prepayment Charge
Schedule)
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SCHEDULE
B
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Mortgage Loan
Schedule for First Payment Default Mortgage Loans (Countrywide Home
Loans, Inc. originations)
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SCHEDULE
C
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Mortgage Loan
Schedule for Seller-paid (i.e., BNC Mortgage Inc. and Aurora Loan
Services LLC originations) Default Mortgage Loans
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SCHEDULE
D
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Mortgage Loan
Schedule for Delinquent Loans as of the Cut-off Date (relating to
Section 1.04(b)(xviii))
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EXHIBIT
A
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Certain Defined
Terms
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EXHIBIT
B
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Form of Terms
Letter
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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. (“LBH” 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, Wells Fargo Bank, N.A., as master servicer (in such
capacity, the “Master Servicer”) and securities
administrator (in such capacity, the “Securities
Administrator”), Clayton Fixed Income Services Inc., as
credit risk manager and U.S. Bank National Association, as trustee
(the “Trustee”).
WITNESSETH
:
WHEREAS, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to the following specified mortgage
loan purchase and warranties agreement (collectively, the
“Transfer Agreement”), has purchased or received from
that certain transferor identified below
(the“Transferor”) certain mortgage loans, each
identified on the Mortgage Loan Schedule attached hereto as
Schedule A-1 (collectively, the “Transferred Mortgage
Loans”):
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1.
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Flow Mortgage
Loan Purchase, Warranties and Servicing Agreement by and between
Lehman Brothers Bank, FSB and Countrywide Home Loans, Inc. dated as
of March 1, 2006 and amended as of September 1, 2006
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WHEREAS, the Bank, either directly or through
Aurora Loan Services LLC and its correspondents, has originated
certain mortgage loans, each identified on the Mortgage Loan
Schedule attached hereto as Schedule A-2 (collectively, the
“Bank Originated Mortgage Loans”) and together with the
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 November 1, 2006, between the Bank,
as assignor, and LBH, as assignee, the Bank has assigned all of its
right, title and interest in and to the foregoing Transfer
Agreement, certain of its rights (as described below) under each
PPTL (as defined below) and related Transferred Mortgage Loans, as
listed on Schedule A-1, and Bank Originated Mortgage Loans, as
listed on Schedule A-2, and LBH has accepted the rights and
benefits of, and assumed the obligations of the Bank under, the
Transfer Agreement;
WHEREAS, LBH is a party to the following
servicing agreements (collectively, the “Servicing
Agreements”) pursuant to which the Mortgage Loans are to be
initially serviced by certain servicers as indicated below (each, a
“Servicer,” and collectively, the
“Servicers”):
1. Securitization Servicing Agreement dated as of
November 1, 2006, by and among LBH, JPMorgan Chase Bank, National
Association, as servicer, and the Master Servicer, and acknowledged
by the Trustee;
2. Reconstituted Servicing Agreement dated as of
November 1, 2006, by and between LBH and Countrywide Home Loans
Servicing LP, as servicer, Countrywide Home Loans, Inc., and
acknowledged by the Master Servicer and the Trustee;
3. Securitization Subservicing Agreement dated as
of November 1, 2006, by and among LBH, Option One Mortgage
Corporation, as servicer, and the Master Servicer, and acknowledged
by the Trustee;
4. Securitization Servicing Agreement dated as of
November 1, 2006, by and among LBH, Aurora Loan Services LLC, as
servicer, and the Master Servicer, and acknowledged by the Trustee;
and
5. Securitization Subservicing Agreement dated as
of November 1, 2001 (effective as of the first Servicing Transfer
Date), by and among LBH, Wells Fargo Bank as both servicer and
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 the Transfer Agreement, the PPTLs and each 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 Schedules A-1 and A-2 hereto, having an
aggregate principal balance as of the Cut-off Date of
$1,576,618,375.55. 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 scheduled 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 the Transfer Agreement (except for
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; provided, however, that the
Seller hereby assigns to the Depositor all of its rights and
interest against Countrywide Home Loans, Inc., 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:
(i) Section 6 of the Purchase Price and Terms
Letter between Lehman Brothers Bank, FSB and Countrywide Home
Loans, Inc. dated as of February 3, 2006; and
(ii) Section 6 of the Purchase Price and Terms
Letter between Lehman Brothers Bank, FSB and Countrywide Home
Loans, Inc. dated as of the several trade dates set forth on
Exhibit C thereto.
(iii) 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 the 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, each PPTL 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-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 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 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 LaSalle Bank National Association, Deutsche Bank
National Trust Company and U.S. Bank National Association, as
applicable (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, 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 the
Transferor with respect to the 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 (except in the case of a breach by the Seller of the
representations made by it pursuant to Sections 1.04(b)(xiii),
(xiv), (xv), (xvi), (xvii), (xviii) and (xix)), 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), (xiv), (xv), (xvi),
(xvii), (xviii) and (xix) 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), (xiv), (xv), (xvi),
(xvii), (xviii) and (xix)) 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 (except in the case of those
representations and warranties made by it pursuant to Sections
1.04(b)(xiii), (xiv), (xv), (xvi), (xvii), (xviii) and (xix)) 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 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.
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 approximately 96.56% and 3.44%
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 or second lien, respectively,
on the related Mortgaged Property (including all improvements on
the Mortgaged Property). The lien of the Mortgage is subject only
to: (1) the first Mortgage, in the case of a Mortgaged Property
that is secured by a perfected second lien, (2) 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, (3) 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
Transferred Mortgage Loan, and (4) 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. In the case of
approximately 96.56% of the Mortgage Loans (by Scheduled Principal
Balance as of the Cut-off Date), any security agreement, chattel
mortgage or equivalent document related to, and delivered to the
Trustee in connection with, a Transferred Mortgage Loan establishes
a valid, subsisting and enforceable first lien on the property
described therein and the Depositor has full right to sell and
assign the same to the Trustee;
(vi) Immediately prior to the transfer and
assignment of the Transferred Mortgage Loans to the Depositor, the
Seller was the sole owner of record and holder of each Transferred
Mortgage Loan, and the Seller had good and marketable title
thereto, and has full right to transfer and sell each Transferred
Mortgage Loan to the Depositor free and clear, except as described
in paragraph (v) above, of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest, and has
full right and authority, subject to no interest or participation
of, or agreement with, any other party, to sell and assign each
Transferred Mortgage Loan pursuant to this Agreement;
(vii) Each Transferred Mortgage Loan other than any
Cooperative Loan is covered by either (i) an attorney’s
opinion of title and abstract of title the form and substance of
which is generally acceptable to mortgage lending institutions
originating mortgage loans in the locality where the related
Mortgaged Property is located or (ii) an ALTA Mortgagee Title
Insurance Policy or other generally acceptable form of policy of
insurance, issued by a title insurer qualified to do business in
the jurisdiction where the Mortgaged Property is located, insuring
the originator of the Transferred Mortgage Loan, and its successors
and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Transferred Mortgage Loan (subject
only to the exceptions described in paragraph (v) above). If the
Mortgaged Property is a condominium unit located in a state in
which a title insurer will generally issue an endorsement, then the
related Title Insurance Policy contains an endorsement insuring the
validity of the creation of the condominium form of ownership with
respect to the project in which such unit is located. With respect
to any Title Insurance Policy, the originator is the sole insured
of such mortgagee Title Insurance Policy, such mortgagee Title
Insurance Policy is in full force and effect and will inure to the
benefit of the Depositor upon the consummation of the transactions
contemplated by this Agreement, no claims have been made under such
mortgagee Title Insurance Policy and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission,
anything that would impair the coverage of such mortgagee Title
Insurance Policy;
(viii) No foreclosure action is being threatened or
commenced with respect to any Transferred Mortgage Loan. There is
no proceeding pending for the total or partial condemnation of any
Mortgaged Property (or, in the case of any Cooperative Loan, the
related cooperative unit) and each such property is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty, so as to have a material adverse effect
on the value of the related Mortgaged Property as security for the
related Transferred Mortgage Loan or the use for which the premises
were intended;
(ix) There are no mechanics’ or similar liens
or claims which have been filed for work, labor or material (and no
rights are outstanding that under the law could give rise to such
liens) affecting the related Mortgaged Property which are or may be
liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
(xi) Each Transferred Mortgage Loan will have a CLTV
of 100% or less as of the Closing Date;
(xii) Each Transferred Mortgage Loan is a
“qualified mortgage” within the meaning of Section 860G
of the Code and Treas. Reg. §1.860G-2;
(xiii) Each Transferred Mortgage Loan at the time it
was made complied in all material respects with applicable local,
state and federal laws, including, but
