EXECUTION
LEHMAN BROTHERS HOLDINGS
INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of January 1,
2007
Lehman Mortgage Trust
(Mortgage Pass-Through Certificates,
Series 2007-1)
TABLE OF
CONTENTS
Page
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ARTICLE I. CONVEYANCE OF MORTGAGE
LOANS
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2
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Sale of Mortgage Loans.
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2
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Delivery of Documents.
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4
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Review of Documentation.
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4
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Representations and Warranties of
the Seller.
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6
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Grant Clause.
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22
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Assignment by Depositor.
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22
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ARTICLE II. MISCELLANEOUS
PROVISIONS
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22
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Binding Nature of Agreement;
Assignment.
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22
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Entire Agreement.
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22
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Amendment.
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23
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Governing Law.
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25
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Severability of
Provisions.
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25
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Indulgences; No Waivers.
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25
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Headings Not to Affect
Interpretation.
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25
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Benefits of Agreement.
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25
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Counterparts.
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26
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SCHEDULE
A
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Transferred
Mortgage Loan Schedule (including Prepayment Charge
Schedule)
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SCHEDULE
B
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Bank Originated
Mortgage Loan Schedule (including Prepayment Charge
Schedule)
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SCHEDULE
C
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Mortgage Loan
Schedule for First Payment Default and Early Payment Default
Mortgage Loans
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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 January 1, 2007 (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 dated as of January 1,
2007 (the “Trust Agreement”), among the Depositor,
Aurora Loan Services LLC, as master servicer (the “Master
Servicer”) and Wells Fargo Bank, N.A., as trustee (the
“Trustee”).
WITNESSET
H
:
WHEREAS, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to the following specified mortgage
loan purchase and warranties agreements (the “Transfer
Agreement”), has purchased or received from the transferor
identified below (the “Transferor”) certain mortgage
loans, each identified on the Mortgage Loan Schedule attached
hereto as Schedule A-1 (the “Transferred Mortgage
Loans”):
1. Seller’s Warranties and Servicing
Agreement by and between the Bank and IndyMac Bank, F.S.B. dated as
of July 1, 2003 and amended as of December 29, 2004 and June 28,
2006;
WHEREAS, in addition to the Transferred Mortgage
Loans, the Bank has directly underwritten and funded certain
mortgage loans or otherwise purchased certain mortgage loans from
correspondents identified on the Mortgage Loan Schedule attached
hereto as Schedule B (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 January 1, 2007, 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 Transfer Agreement and
related Mortgage Loans as listed on Schedule A, in the case of the
Transferred Mortgage Loans, or Schedule B, in the case of the Bank
Originated Mortgage Loans, and the Seller has accepted the rights
and benefits of, and assumed the obligations of the Bank under, the
Transfer Agreement;
WHEREAS, the Seller is a party to the following
servicing agreements (each, a “Servicing Agreement,”
and collectively, the “Servicing Agreements”) pursuant
to which the Mortgage Loans are serviced by the various servicers
(each, a “Servicer,” and collectively, the
“Servicers”):
1. Servicing Agreement dated as of January 1,
2007, by and among Holdings, as seller, and Aurora Loan Services
LLC, in its capacity as Servicer and its capacity as Master
Servicer, and as acknowledged by the Trustee; and
2. Reconstituted Servicing Agreement dated as of
January 1, 2007, by and between Holdings, as seller and IndyMac
Bank, F.S.B., as Servicer, and as acknowledged by the Master
Servicer and 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, to assign all of its rights and
interest under the Transfer Agreement and each Servicing Agreement
relating to the Mortgage Loans referred to above, other than any
servicing rights retained by the Seller hereunder, and 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. 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 of this Agreement, all
the right, title and interest of the Seller in and to the Mortgage
Loans identified on Schedules A and Schedule B hereto, having an
approximate aggregate principal balance as of the Cut-off Date of
$550,093,861.31. 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 the Transfer Agreement (except for
any rights against the Transferor with respect to first payment
date defaults or early payment date defaults) and each 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 each such Assignment Agreement. Concurrently with
the execution hereof, the Depositor tenders the purchase price set
forth in that certain Terms Letter dated as of the date hereof, a
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 and each Servicing Agreement,
other than any servicing rights thereunder, as if the Depositor had
been a party to each such agreement.
(b) Schedules of Mortgage Loans
. The Depositor and the Seller have agreed
upon which of the Mortgage Loans owned by the Seller are to be
purchased by the Depositor pursuant to this Agreement and the
Seller will prepare on or prior to the Closing Date a final
schedule describing such Mortgage Loans (the “Mortgage Loan
Schedule”). The Mortgage Loan Schedule shall conform to the
requirements of the Depositor as set forth in this Agreement and to
the definition of “Mortgage Loan Schedule” under the
Trust Agreement. The Mortgage Loan Schedule attached hereto as
Schedule A specifies those Mortgage Loans that are Transferred
Mortgage Loans and the Mortgage Loan Schedule attached hereto as
Schedule B specifies those Mortgage Loans that are Bank Originated
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 account maintained by the
applicable 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 Deutsche Bank National Trust Company, LaSalle
Bank National Association and U.S. Bank National Association, as
the custodians (each, a “Custodian” and together, the
“Custodians”), for the applicable Mortgage Loans 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;
(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
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
made by it pursuant to Sections 1.04(b)(xi)¸(xii), (xiii),
(xiv), (xv) and (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)(xi)¸(xii), (xiii), (xiv), (xv)
and (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) (other than those
representations and warranties made pursuant to Sections
1.04(b)(xi)¸(xii), (xiii), (xiv), (xv) and (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
Transferred Mortgage Loans (except in the case of those
representations and warranties made by it pursuant to
1.04(b)(xi)¸(xii), (xiii), (xiv), (xv) and (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 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) 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 such
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, 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 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 it
