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EXECUTION COPY
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LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of November 1, 2005
Structured Adjustable Rate Mortgage Loan Trust
(Mortgage Pass-Through Certificates, Series 2005-22)
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TABLE OF CONTENTS
PAGE
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
Section 1.01.
Mortgage Loans..........................................4
Section 1.02.
Delivery of Documents...................................5
Section 1.03.
Review of Documentation.................................5
Section 1.04.
Representations and
Warranties of the Seller............5
Section 1.05.
Grant Clause...........................................14
Section 1.06.
Assignment by Depositor................................14
ARTICLE II
MISCELLANEOUS PROVISIONS
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
Schedule
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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"), Wells Fargo
Bank, National Association, as
securities administrator (the "Securities
Administrator") 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 agreements (each, a
"Bank Transfer Agreement" and
collectively, the "Transfer Agreements"),
has purchased or received certain
mortgage loans identified on the Mortgage
Loan Schedule attached hereto as
Schedule A-1 (each, a "Bank Transferred
Mortgage Loan" and collectively, the
"Transferred Mortgage Loans"):
1
Loan Purchase Agreement, dated as of January 15, 2005, by and
between the Bank and American Mortgage Express Financial
("AME");
2. Flow
Mortgage Loan Purchase and Warranties Agreement, dated as
of November 17, 2004 by and between the Bank and American Home
Mortgage Corp. ("American Home");
3. Loan
Purchase Agreement, dated as of January 24, 2003, by and
between the Bank and American Sterling Bank ("American
Sterling");
4. Flow
Mortgage Loan Purchase and Warranties Agreement, dated as
of September 20, 2004, by and between the Bank and Bay Capital
Corporation ("Bay Capital");
5. Loan
Purchase Agreement, dated as of June 27, 2002, by and
between the Bank and Capital Alliance Funding Corporation
("Capital Alliance");
6. Loan
Purchase Agreement, dated as of March 31, 2005, by and
between the Bank and Coastal Mortgage Services, Inc.
("Coastal");
7. Flow
Seller's Warranties and Servicing Agreement, dated as of
June 1, 2004, by and between the Bank and Countrywide Home
Loans, Inc. ("Countrywide");
8. Loan
Purchase Agreement, dated as of December 5, 2002, by and
between the Bank and E-Loan Mortgage ("E-Loan");
9. Loan
Purchase Agreement, dated as of October 10, 2002, by and
between the Bank and Family Lending Services, Inc. ("Family
Lending");
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10. Loan
Purchase Agreement, dated as of September 26, 2002, by
and between the Bank and First Financial Equities, Inc.
("First Financial");
11. Loan
Purchase Agreement, dated as of August 28, 2003, by and
between the Bank and Gateway Financial Corp ("Gateway");
12. Loan
Purchase Agreement, dated as of December 12, 2001 and
amended as of March 14, 2003, by and between the Bank and
GreenPoint Mortgage Funding ("GreenPoint");
13. Master
Mortgage Loan Purchase and Servicing Agreement, dated
as of November 1, 2005, by and between the Bank and HSBC
Mortgage Corporation (USA) ("HSBC");
14. Loan
Purchase Agreement, dated as of June 24, 2004, by and
between the Bank and Investors Trust Mortgage and Investments.
("Investors Trust");
15. Loan
Purchase Agreement, dated as of July 2, 2003, by and
between the Bank and Mylor Financial Group, Inc. ("Mylor");
16. Flow
Purchase, Warranties and Servicing Agreement, dated as of
August 1, 2001, and Amendment No. 1, dated November 21, 2001,
Amendment No. 2, dated October 25, 2002 and Amendment No. 3,
dated January 14, 2003, by and between the Bank and National
City Mortgage Co. ("National Mortgage");
17. Flow
Mortgage Loan Purchase and Warranties Agreement, dated as
of March
31, 2005, by and between Lehman Capital, a Division
of Lehman Brothers Holdings, Inc. and Ohio Savings Bank
("Ohio Savings");
18. Loan
Purchase Agreement, dated as of January 27, 2005, by and
between the Bank and Pine State Mortgage ("Pine State");
19. Loan
Purchase Agreement, dated as of April 13, 2005, by and
between the Bank and Platinum Community Bank, FSB
("Platinum");
20. Flow
Purchase and Warranties Agreement, dated as of September
25, 2003 by and between the Bank and Plaza Home Mortgage Inc.
("Plaza Home");
21. Loan
Purchase Agreement, dated as of April 8, 2004, by and
between the Bank and Reliant Mortgage Company, LLC
("Reliant");
22. Flow
Mortgage Loan Purchase and Warranties Agreement, dated as
of January 26, 2005, by and between the Bank and Southstar
Funding, LLC ("Southstar");
23. Loan
Purchase Agreement, dated as of December 12, 2002 by and
between the Bank and Wall Street Mortgage Bankers ("Wall
Street");
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24. Seller's
Warranties and Servicing Agreement (WFMR 2005-W87),
dated as of November 1, 2005, by and between the Bank and
Wells Fargo Bank, N.A.; and
25. Loan
Purchase Agreement, dated as of September 2, 2004, by and
between the Bank and Winstar Mortgage Partners ("Winstar" and
collectively with AME, American Home, American Sterling, Bay
Capital, Capital Alliance, Coastal, Countrywide, E-Loan,
Family Lending, First Financial, Gateway, GreenPoint, HSBC,
Investors Trust, Mylor, National Mortgage, Ohio Savings, Pine
State, Platinum, Plaza Home, Reliant, Southstar, Wall Street
and Wells Fargo (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 Inc.
identified on the Mortgage Loan Schedule
attached hereto as Schedule A-2 (each,
a "Bank Originated Mortgage Loan" and
together with the Bank Transferred
Mortgage Loans, the "Bank Mortgage Loans"
or 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 Agreements and related
Mortgage Loans as listed on Schedule A-1,
in the case of the Bank Transferred
Mortgage Loans, or Schedule A-2, 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 Bank
Transfer Agreements;
WHEREAS, the Seller is a party to the following servicing
agreements
(collectively, the "Servicing Agreement")
pursuant to which the Mortgage Loans
are serviced by Aurora, Colonial Savings,
F.A. ("Colonial"), American Home,
Countrywide, HSBC, National City and Wells
Fargo (each as a servicer, a
"Servicer" and collectively, the
"Servicers"):
(1) Servicing
Agreement, dated as of November 1, 2005, between the
Seller and Aurora pursuant to which the Mortgage Loans are
serviced by Aurora;
(2)
Correspondent Servicing Agreement, dated as of June 26, 2002,
by and among the Bank, Aurora and Colonial, and Transfer
Notice, dated as of November 1, 2005, between Seller and
Colonial;
(3)
Reconstituted Servicing Agreement, dated as of November 1,
2005, by and between the Seller and American Home;
(4)
Reconstituted Servicing Agreement, dated as of November 1,
2005, by and between the Seller and Countrywide;
(5)
Reconstituted Servicing Agreement, dated as of November 1,
2005, by and between the Seller and HSBC;
(6)
Reconstituted Servicing Agreement, dated as of November 1,
2005, by and between the Seller and National City; and
(7)
Reconstituted Servicing Agreement, dated as of November 1,
2005, by and between the Seller and Wells Fargo.
3
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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:
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ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
Section 1.01
Mortgage Loans.
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(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-1
and Schedule A-2 hereto, having an
aggregate principal balance as of the
Cut-off Date of $1,155,303,179.27. 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.
(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 $1,155,303,179.27. 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-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
Mortgage Loans and which have been assigned
by the Bank to the Seller pursuant
to the Assignment and Assumption
Agreement.
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Section 1.02
Delivery of
Documents.
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(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.
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, Deutsche Bank National
Trust Company, LaSalle Bank National
Association, U.S. Bank National Association
and Wells Fargo Bank, National
Association, 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;
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(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
(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) and
1.04(b)(xx)) 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) and
1.04(b)(xx) shall be direct obligations of the
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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) and
1.04(b)(xx)) 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 respec
