EXECUTION
LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of June 1, 2005
Structured Asset Securities
Corporation
(Mortgage Pass-Through Certificates,
Series 2005-S3)
TABLE OF CONTENTS
Page
ARTICLE I CONVEYANCE OF MORTGAGE
LOANS
Section 1.01.
Sale of Mortgage Loans.
5
Section 1.02.
Delivery of Documents.
6
Section 1.03.
Review of Documentation.
6
Section 1.04.
Representations and Warranties of the
Seller.
6
Section 1.05.
Grant Clause.
15
Section 1.06.
Assignment by Depositor.
15
ARTICLE II MISCELLANEOUS
PROVISIONS
Section 2.01.
Binding Nature of Agreement;
Assignment.
15
Section 2.02.
Entire Agreement.
15
Section 2.03.
Amendment.
16
Section 2.04.
Governing Law.
17
Section 2.05.
Severability of Provisions.
17
Section 2.06.
Indulgences; No Waivers.
17
Section 2.07.
Headings Not to Affect
Interpretation.
17
Section 2.08.
Benefits of Agreement.
17
Section 2.09.
Counterparts.
17
SCHEDULES AND EXHIBITS
SCHEDULE A-1
Transferred Mortgage Loan Schedule
(including Prepayment Charge Schedule)
SCHEDULE A-2
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 June 1, 2005 (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 used but 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 June 1, 2005, among
the Depositor, Aurora Loan Services LLC, as master servicer
(“Aurora” or the “Master Servicer”), The
Murrayhill Company, as credit risk manager, and U.S. Bank National
Association, as trustee (the “Trustee”).
W I T N E S S
E T H :
WHEREAS, pursuant to the following
specified mortgage loan purchase and warranties agreement (the
“LBH Transfer Agreement”), the Seller has purchased or
received from that certain transferor identified below (the
“LBH Transferor”) certain mortgage loans, each as
identified on the Mortgage Loan Schedule attached hereto as part of
Schedule A-1 (collectively, the “LBH Transferred Mortgage
Loans”):
1.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Capital, A Division of
Lehman Brothers Holdings, Inc. and Finance America, LLC dated as of
October 25, 2004;
WHEREAS, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to the following specified mortgage
loan purchase and warranties agreements (each, a “Bank
Transfer Agreement,” and together with the LBH Transfer
Agreement, the “Transfer Agreements”), has purchased or
received from certain transferors identified below (each, a
“Bank Transferor,” and together with the LBH
Transferor, the “Transferors”) certain mortgage loans,
each identified on the Mortgage Loan Schedule attached hereto as
part of Schedule A-1 (collectively, the “Bank Transferred
Mortgage Loans” and, together with the LBH Transferred
Mortgage Loans, the “Transferred Mortgage
Loans”):
1.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Aames Capital Corporation dated as of April 21, 2003 and amended as
of September 28, 2004;
2.
Mortgage Loan Purchase and Warranties
Agreement by and between Lehman Brothers Bank, FSB and Accredited
Home Lenders, Inc. dated as of December 1, 2001, and amended as of
June 10, 2002, November 19, 2003, January 2, 2004 and September 28,
2004;
3.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Alliance Bancorp dated as of March 7, 2005;
4.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Alliance Mortgage Company dated as of
May 23, 2002;
5.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Alternative Financing Corporation
dated as of April 17, 2003;
6.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and American Gold Mortgage Corp. dated as
of August 29, 2002;
7.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
American Home Mortgage Corp. dated as of November 17,
2004;
8.
Flow Mortgage Loan Purchase Agreement by
and between Lehman Brothers Bank, FSB and Fieldstone Mortgage
Company dated as of July 1, 2000 and Amendment No. 1 dated as
of July 20, 2001 and further amended by Amendment No. 2 dated as of
October 31, 2002;
9.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Finance America, LLC dated as of January 1, 2003;
10.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
First Guaranty Mortgage Corporation dated as of July 21,
2003;
11.
Master Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
First National Bank of Nevada dated as of August 27,
2004;
12.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
First NLC Financial Services, Inc. dated of June 6,
2003;
13.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Fremont Investment & Loan dated as of March 25,
2004;
14.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Greenwich Home Mortgage dated as of
May 15, 2003;
15.
Mortgage Loan Purchase and Warranties
Agreement by and between Lehman Brothers Bank, FSB and Home Loan
Corporation d.b.a. Expanded Mortgage Credit dated as of January 23,
2003;
16.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Ideal Mortgage Bankers, Ltd dba Lend
America dba Lending Key dated as of July 28, 2004;
17.
Mortgage Loan Purchase Agreement by and
between Lehman Brothers Bank, FSB and Lime Financial Services, Ltd.
Dated as of August 21, 2003;
18.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Mylor Financial Group, Inc. dated as
of July 2, 2003;
19.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Nation One Mortgage Company Inc. dated as of March 29,
2004;
20.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
NC Capital Corporation dated as of May 18, 2004;
21.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Novelle Financial Services, Inc. dated as of February 21,
2003;
22.
Seller's Warranties and Servicing
Agreement by and between Lehman Brothers Bank, FSB and Option One
Mortgage Corporation, Option One Owner Trust 2001-1A, Option One
Owner Trust 2002-3, Option One Owner Trust 2002-4 dated as of
November 20, 2003;
23.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
Pinnacle Financial Corporation dated as of February 12, 2004, Group
No. 2004-1;
24.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Reliant Mortgage Company, LLC dated
as April 8, 2004;
25.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
SIB Mortgage Corp. dated as of June 10, 2002 and Amendment No. 1
dated as of November 1, 2002 and Amendment No, 2 as of September
29, 2003;
26.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB Southstar Funding LLC dated as of
September 16, 2002;
27.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Taylor, Bean & Whitaker dated as
of December 5, 2002;
28.
Mortgage Loan Purchase Agreement by and
between Lehman Brothers Bank, FSB and United Pacific Mortgage Dated
as of April 4, 2002;
29.
Loan Purchase Agreement by and between
Lehman Brothers Bank, FSB and Winstar Mortgage Partners dated as of
September 2, 2004; and
30.
Flow Mortgage Loan Purchase and
Warranties Agreement by and between Lehman Brothers Bank, FSB and
WMC Mortgage Corp. dated as of March 1, 2002 and amended as of
March 31, 2004;
WHEREAS, in addition to the Bank
Transferred Mortgage Loans, the Bank has directly underwritten and
funded certain mortgage loans originated by Aurora Loan Services
LLC and other correspondents identified on the Mortgage Loan
Schedule attached hereto as Schedule A-2 (the “Bank
Originated Mortgage Loans,” and together with the Bank
Transferred Mortgage Loans, the “Bank Mortgage Loans,”
and the Bank Mortgage Loans, together with the LBH 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 June 1, 2005, 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 Bank Transfer
Agreements and related Bank Mortgage Loans as listed on Schedule
A-1, in the case of Bank Transferred Mortgage Loans, or Schedule
A-2, in the case of the Bank Originated Mortgage Loans, and LBH has
accepted the rights and benefits of, and assumed the obligations of
the Bank under, the Bank Transfer Agreements;
WHEREAS, LBH 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 June 1,
2005, between Aurora Loan Services LLC, in the dual capacities of
Servicer and Master Servicer, and the Seller;
2.
Securitization Subservicing Agreement
dated as of June 1, 2005, among Wells Fargo Bank, N.A., as
Servicer, the Seller and the Master Servicer;
3.
Securitization Subservicing Agreement
dated as of June 1, 2005, among GMAC Mortgage Corporation, as
Servicer, the Seller and the Master Servicer; and
4.
Securitization Servicing Agreement dated
as of June 1, 2005, among JPMorgan Chase Bank, National
Association, as Servicer, the Seller and the Master
Servicer;
WHEREAS, the Seller desires to sell,
without recourse, all of its rights, title and interest in and to
the Mortgage Loans, assign all of its rights and interest under
each Transfer Agreement and the Servicing Agreements with respect
to such Mortgage Loans 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 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
$556,661,660.54. 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 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 (other than for any first payment default or early
payment date default rights against the related Transferor) 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
Agreements, 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 hereto as Exhibit B (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-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 Bank 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 Agreement or Servicing
Agreement.
(b)
For Mortgage Loans (if any) that have
been prepaid in full on or after the Cut-off Date and prior to the
Closing Date, the Seller, in lieu of delivering the related
Mortgage Files, herewith delivers to the Depositor an
Officer’s Certificate which shall include a statement to the
effect that all amounts received in connection with such prepayment
that are required to be deposited in the Collection Account
maintained by the Master Servicer for such purpose have been so
deposited.
Section
1.03.
Review of Documentation
.
The Depositor, by execution and delivery
hereof, acknowledges receipt of the Mortgage Files pertaining to
the Mortgage Loans listed on the Mortgage Loan Schedule, subject to
review thereof by Deutsche Bank National Trust Company, LaSalle
Bank National Association, U.S. Bank National Association and Wells
Fargo Bank, N.A., as custodians (each, a “Custodian,”
and collectively, 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 transfer
of the related Mortgage Loans to the Bank pursuant to 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 or warranty (except in the case of a breach by the
Seller of these representations made pursuant to Sections
1.04(b)(xiii), (xiv), (xv), (xvi) and (xvii) 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)(xiii), (xiv), (xv),
(xvi) 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) (except in the case of those representations and warranties
made pursuant to Sections 1.04(b)(xiii), (xiv), (xv), (xvi) and
(xvii)) 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
these representations and warranties made pursuant to Sections
1.04(b)(xiii), (xiv) and (xv)) 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
