LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES
CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT
Dated as of October 1, 2005
First Franklin Mortgage Loan Trust
2005-FF10
(Mortgage Pass-Through Certificates,
Series 2005-FF10)
TABLE OF CONTENTS
Page
ARTICLE I. CONVEYANCE OF MORTGAGE
LOANS
Section 1.01.
Sale of Mortgage Loans.
2
Section 1.02.
Delivery of Documents.
3
Section 1.03.
Review of Documentation.
3
Section 1.04.
Representations and Warranties of the
Seller.
3
Section 1.05.
Grant Clause.
11
Section 1.06.
Assignment by Depositor.
11
ARTICLE II. MISCELLANEOUS
PROVISIONS
Section 2.01.
Binding Nature of Agreement;
Assignment.
11
Section 2.02.
Entire Agreement.
11
Section 2.03.
Amendment.
11
Section 2.04.
Valid Assignment.
12
Section 2.05.
Governing Law.
12
Section 2.06.
Severability of Provisions.
13
Section 2.07.
Indulgences; No Waivers.
13
Section 2.08.
Headings Not to Affect
Interpretation.
13
Section 2.09.
Benefits of Agreement.
13
Section 2.10.
Counterparts.
13
SCHEDULE A
Mortgage Loan Schedule (including
Prepayment Charge Schedule)
EXHIBIT A
Certain Defined Terms
EXHIBIT B
Form of Terms Letter
EXHIBIT C
Purchase Price and Terms Letter for First
Franklin Financial Corporation
This MORTGAGE LOAN SALE AND ASSIGNMENT
AGREEMENT dated as of October 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 (the
“Trust Agreement”) dated as of October 1, 2005, among
the Depositor, Aurora Loan Services LLC, as master servicer (the
“Master Servicer”), Clayton Fixed Income Services Inc.,
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, Lehman Brothers Bank, FSB (the
“Bank”), pursuant to a Flow Mortgage Loan Purchase and
Warranties Agreement by and between the Bank, as purchaser, and
First Franklin Financial Corporation (“First Franklin”
or a “Transferor”) dated as of April 1, 2005, as
amended, (the “Transfer Agreement”) and pursuant to a
Purchase Price and Terms Letter from the Bank to First Franklin,
dated as of September 28, 2005, as revised, (the
“PPTL”), attached as Exhibit C hereto, has purchased or
received from First Franklin certain mortgage loans, each
identified on the Mortgage Loan Schedule attached hereto as
Schedule A (collectively, the “Mortgage
Loans”):
WHEREAS, pursuant to an Assignment and
Assumption Agreement (the “Assignment and Assumption
Agreement”), dated as of October 1, 2005, between the Bank,
as assignor, and Holdings, as assignee, the Bank has assigned all
of its right, title and interest in and to the Transfer Agreement,
and certain of its rights (as described below) under the PPTL and
the Mortgage Loans as listed on Schedule A, and Holdings has
accepted the rights and benefits of, and assumed the obligations of
the Bank under, the Transfer Agreement;
WHEREAS, Holdings is a party to the
securitization servicing agreement dated as of October 1, 2005,
among National City Home Loan Services Inc., as servicer (the
“Servicer”), the Seller and the Master Servicer, and
acknowledged by the Trustee ( the “Servicing
Agreement”) pursuant to which the Mortgage Loans are serviced
by the Servicer;
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 PPTL and the 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 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 Schedule A hereto, having an aggregate
principal balance of $1,401,889,229. 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 (including the right to enforce the Transferor’s
obligation pursuant to Section 8 of the PPTL) and the 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, 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 and the Servicing Agreement, other
than any servicing rights thereunder, as if the Depositor had been
a party to each such agreement.
(b)
Schedule 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 is attached
hereto as Schedule A.
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
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 U.S. Bank National Association, as the custodian
(the “Custodian”) for the Depositor. The
Custodian is required to review, within 45 days following the
Closing Date, each Mortgage File. If in the course of such review
the 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 and 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 the Transfer Agreement.
To the extent that any fact, condition or event with respect
to a 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)
through (xviii)), 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) through (xviii)) 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) through (xviii))
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 Mortgage
Loans (except in the case of those representations and warranties
made by it pursuant to Sections 1.04(b)(xiii) through (xviii)) 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 Mortgage Loans to the
Depositor hereunder, as to each, that:
(i)
The information set forth with respect to
the Mortgage Loans on the Mortgage Loan Schedule provides an
accurate listing of the Mortgage Loans, and the information with
respect to each 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 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, a
