EXECUTION
LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of May 1, 2005
Structured Asset Securities
Corporation
(Mortgage Pass-Through Certificates,
Series 2005-10)
TABLE OF CONTENTS
Page
ARTICLE I. CONVEYANCE OF MORTGAGE
LOANS
3
Section 1.01.
Sale of Mortgage Loans.
3
Section 1.02.
Delivery of Documents.
4
Section 1.03.
Review of Documentation.
4
Section 1.04.
Representations and Warranties of the
Seller.
4
Section 1.05.
Grant Clause.
14
Section 1.06.
Assignment by Depositor.
15
ARTICLE II. MISCELLANEOUS
PROVISIONS
15
Section 2.01.
Binding Nature of Agreement;
Assignment.
15
Section 2.02.
Entire Agreement.
15
Section 2.03.
Amendment.
15
Section 2.04.
Governing Law.
16
Section 2.05.
Severability of Provisions.
16
Section 2.06.
Indulgences; No Waivers.
16
Section 2.07.
Headings Not to Affect
Interpretation.
17
Section 2.08.
Benefits of Agreement.
17
Section 2.09.
Counterparts.
17
SCHEDULES
SCHEDULE A
Transferred Mortgage Loan Schedule
(including Prepayment Charge
Schedule)
SCHEDULE B
Bank Originated Mortgage Loan Schedule
(including Prepayment Charge
Schedule)
EXHIBIT A
Certain Defined Terms
EXHIBIT B
Form of Terms Letter
This MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT dated as of May 1, 2005 (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
May 1, 2005 (the “Trust Agreement”), among the
Depositor, Aurora Loan Services LLC, as master servicer (the
“Master Servicer”), and Citibank, N.A., as trustee (the
“Trustee”).
W I T N E S S
E T H :
WHEREAS, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to the following specified mortgage
loan purchase and warranties agreements (each, a “Bank
Transfer Agreement” and collectively, the “Transfer
Agreements”), has purchased or received from certain
transferors identified below (each, a “Bank Transferor”
and collectively the “Transferors”) certain mortgage
loans, each identified on the Mortgage Loan Schedule attached
hereto as Schedule A-1 (the “Transferred Mortgage
Loans”):
1.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and American Home
Mortgage, Corp dated as of November 17, 2004;
2.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Mortgage IT, Inc.
dated as of January 6, 2004;
3.
Mortgage Loan Purchase, Warranties and
Servicing Agreement by and between the Bank and Chase Home Finance
LLC dated as of January 1, 2005;
4.
Mortgage Loan Purchase, Warranties and
Servicing Agreement by and between the Bank and Chase Home Finance
LLC dated as of January 1, 2005 (Whole Loan Series 2005
WL-D);
5.
Flow Seller's Warranties and Servicing
Agreement by and between the Bank and Countrywide Home Loans, Inc.
dated as of June 1, 2004;
6.
Seller's Warranties and Servicing
Agreement by and between Banc of Mortgage Capital Corporation and
Wells Fargo Home Mortgage, Inc. dated as of February 1,
2002;
7.
Master Seller’s Warranties and
Servicing Agreement, between the Bank (as successor by assignment
pursuant to the Assignment, Assumption and Recognition Agreement
dated as of April 20, 2005, by and among the Bank, as assignee,
Bank of America, National Association, as assignor, and National
City Mortgage Co., as seller and servicer) and National City
Mortgage Co., dated as of October 1, 2001, amended and restated
December 5, 2003;
8.
Amended and Restated Flow Seller’s
Warranties and Servicing Agreement, between the Bank (as successor
by assignment pursuant to the Assignment, Assumption and
Recognition Agreement dated as of April 20, 2005, by and among the
Bank, as assignee, Bank of America, National Association, as
assignor, and National City Mortgage Co., as seller and servicer)
and National City Mortgage Co., dated as of May 1, 2003;
9.
Flow Purchase, Warranties and Servicing
Agreement by and between the Bank and Wachovia Mortgage Corporation
dated as of July 1, 2004 (Group No. 2004-Flow);
10.
Master Mortgage Loan Purchase and
Servicing Agreement by and between the Bank (as successor by
assignment pursuant to the Assignment, Assumption and Recognition
Agreement dated as of April 18, 2005, by and among the Bank, as
assignee, Bank of America, N.A., as assignor, and Countrywide Home
Loans, Inc., as seller and servicer) and Countrywide Home Loans,
Inc. dated as of April 1, 2003, as amended by Amendment No. 1 dated
as of May 1, 2003, Amendment No. 2 dated as of June 1, 2003,
Amendment No. 3 dated as of August 1, 2003, Amendment No. 4 dated
as of April 14, 2004, Amendment No. 5 dated as of May 18, 2004,
Amendment No. 6 dated as of June 30, 2004, and Amendment No. 7
dated as of October 1, 2004;
11.
Master Seller’s Warranties and
Servicing Agreement by and between the Bank (as successor by
assignment pursuant to the Assignment, Assumption and Recognition
Agreement dated as of April 18, 2005, by and among the Bank, as
assignee, Bank of America, N.A., as assignor, and Wells Fargo Bank,
N.A., as servicer) and Wells Fargo Bank, N.A. (f/k/a Wells Fargo
Home Mortgage Inc.) dated as of January 1, 2003 (Fixed Rate
Mortgage Loans), as amended by Amendment No. 1 dated as of April 1,
2003, Amendment No. 2 dated as of May 1, 2003, Amendment No. 3
dated as of July 1, 2003, Amendment No. 4 dated as of October 1,
2003, and Amendment No. 5 dated as of May 10, 2004;
12.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank and Nation One
Mortgage Company Inc. dated as of March 29, 2004; and
13.
Mortgage Loan Purchase, Warranties and
Servicing Agreement by and between Bank of America, N.A., as
Purchaser and Chase Manhattan Mortgage Corporation, as Seller and
Servicer dated as of September 1, 2004 (Whole Loan Series 2004
WL-JJ);
WHEREAS, in addition to the Transferred
Mortgage Loans, the Bank has funded certain mortgage loans
originated by Aurora Loan Services LLC, other correspondents or
otherwise purchased certain mortgage loans 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 May 1, 2005, 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 Agreements 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 Agreements;
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 May 1,
2005, between Holdings, as seller, and Aurora Loan Services LLC, in
the capacities as Servicer and as Master Servicer;
2.
Servicing Agreement, dated as of May 1,
2005, among Holdings, as seller, the Master Servicer and Chase Home
Finance LLC, as Servicer;
3.
Transfer Notice dated May 31, 2005, from
Holdings, as owner, to Colonial Savings, F.A.
(“Colonial”), as servicer, in connection with the
Correspondent Servicing Agreement dated as of June 26, 2002, among
Colonial, Holdings and the Master Servicer;
4.
Reconstituted Servicing Agreement, dated
as of May 1, 2005, among Holdings, as seller, Countrywide Home
Loans Servicing LP, as Servicer, and the Master Servicer, as
acknowledged by the Trustee;
5.
Securitization Servicing Agreement, dated
May 1, 2005, among Holdings, as seller, Midwest Loan Services,
Inc., as Servicer, and the Master Servicer, as acknowledged by the
Trustee;
6.
Reconstituted Servicing Agreement, dated
as of May 1, 2005, between Holdings, as seller, National City
Mortgage Co., as Servicer, as acknowledged by the Master Servicer
and the Trustee;
7.
Reconstituted Servicing Agreement, dated
as of May 1, 2005, among Holdings, as seller, Wachovia Mortgage
Corporation, as Servicer, and the Master Servicer, as acknowledged
by the Trustee; and
8.
Reconstituted Servicing Agreement, dated
as of May 1, 2005, among Holdings, as seller, Wells Fargo Bank,
N.A., as Servicer, and the Master Servicer, as 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, to assign all of its rights
and interest under each 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 $1,705,831,791.74. 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 each Transfer
Agreement 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 any of the Transfer Agreements (any such
document an “Assignment Agreement”) and that 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
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 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.
(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 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 account maintained by the
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 and LaSalle 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;
(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
each Transferor with respect to the 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 made by it pursuant to Sections 1.04(b)(xii)
through (xvi)), 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) through (xvi) 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)(xii) through (xvi) by it) 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 (except in the case of those
representation and warranties made by it pursuant to Sections
1.04(b)(xii) through (xvi)) 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 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
