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EX 99.1
Execution Copy
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LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
DEPOSITOR
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of November 1, 2005
Lehman XS Trust
(Mortgage Pass-Through Certificates, Series 2005-7N)
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TABLE OF CONTENTS
PAGE
ARTICLE I CONVEYANCE OF MORTGAGE
LOANS.........................................2
Section 1.01. 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............4
Section 1.05. Grant
Clause...........................................14
Section 1.06. Assignment by
Depositor................................14
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..................16
Section 2.08. Benefits of
Agreement..................................16
Section 2.09.
Counterparts...........................................16
SCHEDULE
SCHEDULE A
Mortgage Loan Schedules
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This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
November
1, 2005 (the "Agreement"), is executed by
and between Lehman Brothers Holdings
Inc. (the "Seller") and Structured Asset
Securities Corporation (the
"Depositor").
All capitalized terms not defined herein shall have the same
meanings
assigned to such terms in that certain
Trust Agreement (the "Trust Agreement"),
dated as of November 1, 2005, among the
Depositor, Aurora Loan Services LLC, as
master servicer ("Aurora") 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
the
following specified agreement (the "Bank
Transfer Agreement"), has purchased or
received certain mortgage loans identified
on the Mortgage Loan Schedule
attached hereto as Schedule A-1A (the "Bank
Transferred Mortgage Loans"):
1. Flow Seller's
Warranties and Servicing Agreement, dated as of June
1, 2004, by and between the Bank and Countrywide Home Loans,
Inc.
("Countrywide").
WHEREAS, Lehman Capital, a division of Lehman Brothers Holdings
Inc.
("Lehman Capital"), pursuant to the
following specified agreement (the "LBH
Agreement" and together with the Bank
Transfer Agreement the "Transfer
Agreements"), has purchased or received
certain mortgage loans identified on the
Mortgage Loan Schedule attached hereto as
Schedule A-1B (the "LBH Mortgage
Loans" and together with the Bank
Transferred Mortgage Loans, the "Transferred
Mortgage Loans"):
1. Seller's Warranties
and Servicing Agreement, dated as of September
1, 2005, by and between Lehman Capital and Indymac Bank, FSB
("IndyMac" and, together with Countrywide, the "Transferors"
and
each a
"Transferor").
WHEREAS, in addition to the Bank Transferred Mortgage Loans, the
Bank
has funded certain mortgage loans
originated by Aurora Loan Services LLC
identified on the Mortgage Loan Schedule
attached hereto as Schedule A-2 (the
"Bank Originated Mortgage Loans"; the Bank
Originated Mortgage Loans and the
Bank Transferred Mortgage Loans are
collectively referred to as the "Bank
Mortgage Loans" and the Bank Mortgage Loans
and the LBH Mortgage Loans are
collectively referred to as the "Mortgage
Loans");
WHEREAS, pursuant to an Assignment and Assumption Agreement
(the
"Assignment and Assumption Agreement"),
dated as of November 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
Bank Transfer Agreement, the Bank
Transferred Mortgage Loans listed on
Schedule A-1A, and the Bank Originated
Mortgage Loans listed on Schedule A-2, and
the Seller has accepted the rights
and benefits of, and assumed the
obligations of the Bank under, the Bank
Transfer Agreement;
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WHEREAS, the Seller is a party to the following servicing
agreements
(the "Servicing Agreements" and each a
"Servicing Agreement") pursuant to which
the Mortgage Loans are serviced by
Countrywide Home Loans Servicing LP and
IndyMac (each as a servicer, a "Servicer"
and collectively, the "Servicers"):
1. Reconstituted
Servicing Agreement, dated as of November 1, 2005, by
and between the Seller and Countrywide Home Loans Servicing LP;
and
2. Reconstituted
Servicing Agreement, dated as of November 1, 2005, by
and between the Seller and IndyMac.
WHEREAS, the Seller desires to sell, without recourse, all of
its
rights, title and interest in and to the
Mortgage Loans (exclusive of any
Retained Interest on such Mortgage Loans)
to the Depositor and to assign all of
its rights and interest under the Transfer
Agreements and the Servicing
Agreements relating to the Mortgage Loans,
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. 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 (exclusive of any
Retained Interest on such Mortgage
Loans, if any) identified on Schedule A-1A,
Schedule A-1B and Schedule A-2
hereto, having an aggregate principal
balance as of the Cut-off Date of
$2,408,651,967.62. 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 November 1, 2005
other than (i) any amounts
representing Retained Interest, if any, and
(ii) 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, 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.
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(b) 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 right to receive
Retained Interest if any, and 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 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 of $2,408,651,967.62. 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.
(c) 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-1A specifies those Mortgage Loans
that are Bank Transferred Mortgage Loans,
the Mortgage Loan Schedule attached
hereto as Schedule A-1B specifies those
Mortgage Loans that are LBH Mortgage
Loans and the Mortgage Loan Schedule
attached hereto as Schedule A-2 specifies
those Mortgage Loans that are Bank
Originated Mortgage Loans. The Bank
Transferred Mortgage Loans and Bank
Originated 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 Collection Account
maintained by the Master Servicer for such
purpose have been so deposited.
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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 the custodian, U.S. Bank National
Association or Deutsche Bank National Trust
Company, as applicable (each a "Custodian"
and together, 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, to carry on its business as presently conducted, and to
enter
into and perform its obligations under this Agreement and the
Assignment and Assumption Agreement;
(ii) The execution and delivery by the Seller of this
Agreement and the Assignment and Assumption Agreement have been
duly
authorized by all necessary corporate action on the part of the
Seller;
neither the execution and delivery of this Agreement or the
Assignment
and Assumption Agreement, nor the consummation of the
transactions
herein or therein contemplated, nor compliance with the
provisions
hereof or thereof, 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
this Agreement and the Assignment and Assumption Agreement and
the
consummation of the transactions contemplated hereby and thereby 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 this Agreement and the Assignment and Assumption
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
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(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 this Agreement or the Assignment
and
Assumption 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 this Agreement or the Assignment and
Assumption
Agreement.
(b) The representations and warranties of each Transferor with
respect
to the Transferred 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 and warranties made pursuant
to Sections 1.04(b)(xii), 1.04(b)(xvii),
1.04(b)(xviii), 1.04(b)(xix),
1.04(b)(xx) and 1.04(b)(xxi)) 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),
1.04(b)(xvii), 1.04(b)(xviii),
1.04(b)(xix), 1.04(b)(xx) and 1.04(b)(xxi) 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 the representations and warranties
made pursuant to Sections 1.04(b)(xii),
1.04(b)(xvii), 1.04(b)(xviii),
1.04(b)(xix), 1.04(b)(xx) and 1.04(b)(xxi)) 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
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 Transferred Mortgage
Loan. Subject to the foregoing, the
Seller represents and warrants upon
delivery of the Transferred Mortgage Loans
to the Depositor hereunder on the Closing
Date, as to each, that:
(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;
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(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 FNMA or FHLMC. 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 i
