Exhibit 99.1
EXECUTION
============================================================================
LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of October 1, 2000
Structured Asset Securities Corporation
(Mortgage Pass-Through Certificates, Series 2000-4)
===========================================================================
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
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 Lehman Capital......4
Section 1.05. Grant Clause..........................................8
Section 1.06. Assignment by Depositor...............................9
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement; Assignment...............9
Section 2.02. Entire Agreement......................................9
Section 2.03. Amendment.............................................9
Section 2.04. Governing Law........................................10
Section 2.05. Severability of Provisions...........................10
Section 2.06. Indulgences; No Waivers..............................10
Section 2.07. Headings Not to Affect Interpretation................10
Section 2.08. Benefits of Agreement................................10
Section 2.09. Counterparts.........................................10
SCHEDULES
SCHEDULE A Mortgage Loan Schedule
<PAGE>
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of October
1, 2000 (the "Agreement"), is executed by and between Lehman Capital, A
Division of Lehman Brothers Holdings Inc. ("Lehman Capital"), 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 October 1, 2000, among the depositor, Aurora Loan
Services Inc., as master servicer (the "Master Servicer") and Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the following specified master mortgage loan
purchase and warranties agreements or mortgage loan purchase, warranties and
servicing agreements (each a "Transfer Agreement," and together the "Transfer
Agreements"), Lehman Capital, or Lehman Brothers Bank, FSB, an affiliate of
Lehman Capital (the "Bank"), has purchased or received from certain
transferors (each a "Transferor," and together the "Transferors"), certain
mortgage loans identified on the Mortgage Loan Schedule attached hereto as
Schedule A (collectively, the "Mortgage Loans"):
I. Lehman Capital, as purchaser:
a. Master Mortgage Loan Purchase and Warranties
Agreement dated as of February 18, 2000,
between Lehman Capital and Centre Capital Group,
Inc.
II. Bank, as purchaser:
a. Mortgage Loan Purchase, Warranties and Servicing Agreement
(Whole Loan Series 2000-FX-9(A)) dated as of August 1,
2000 between Bank and Chase Manhattan Mortgage
Corporation;
b. Mortgage Loan Purchase, Warranties and Servicing Agreement
(Whole Loan Series 2000-FX-9(B)) dated as of August 1,
2000 between Bank and Chase Manhattan Mortgage
Corporation;
c. Mortgage Loan Purchase, Warranties and Servicing Agreement
(Whole Loan Series 2000-FX-10(A)) dated as of September 1,
2000 between Bank and Chase Manhattan Mortgage
Corporation;
d. Mortgage Loan Purchase, Warranties and Servicing Agreement
(Whole Loan Series 2000-FX-10(B)) dated as of September 1,
2000 between Bank and Chase Manhattan Mortgage
Corporation;
e. Seller's Warranties and Servicing Agreement (Conventional
Residential Fixed Rate Mortgage Loans Group No.
2000-FN-01) dated as of May 1, 2000 between Bank and First
Nationwide Mortgage Corporation;
f. Loan Purchase Agreement (Servicing Released), dated March
23, 1998, between Lehman Capital and Aurora Loan Services,
Inc.;
g. Mortgage Loan Purchase and Warranties Agreement, dated
January 26, 2000, between Bank and Greenpoint Mortgage
Funding, Inc.,
h. Mortgage Loan Purchase and Warranties Agreement, dated as
of July 24, 2000, between Bank and Ohio Savings Bank; and
i. Mortgage Loan Purchase and Warranties Agreement, dated as
of May 1, 2000, between Bank and The Provident Bank.
WHEREAS, pursuant to the following assignment and assumption
agreements, Bank has assigned all of its rights, title and interest in the
foregoing Transfer Agreements listed in II(a) through (g), including the
Mortgage Loans acquired by Bank thereunder, to Lehman Capital:
a. Assignment and Assumption Agreements, each dated as of
October 27, 2000, and effective as of October 1, 2000,
between Bank, as assignor, and Lehman Capital, as
assignee, with respect to each Transfer Agreement entered
into by Bank listed in II (a) through (i) above.
WHEREAS, Lehman Capital is the party to the following servicing
agreements (collectively, the "Servicing Agreements") pursuant to which the
Mortgage Loans are serviced by the various Servicers:
1. Reconstituted Servicing Agreement (Whole Loan Series
2000-FX-9(A)), dated as of October 1, 2000, between Lehman
Capital and Chase Manhattan Mortgage Corporation;
2. Reconstituted Servicing Agreement (Whole Loan Series
2000-FX-9(B)), dated as of October 1, 2000, between Lehman
Capital and Chase Manhattan Mortgage Corporation;
3. Reconstituted Servicing Agreement (Whole Loan Series
2000-FX-10(A)), dated as of October 1, 2000, between Lehman
Capital and Chase Manhattan Mortgage Corporation;
4. Reconstituted Servicing Agreement (Whole Loan Series
2000-FX-10(B)), dated as of October 1, 2000, between Lehman
Capital and Chase Manhattan Mortgage Corporation;
5. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and SunTrust Mortgage, Inc.;
6. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and Irwin Mortgage Corporation;
7. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and Bank of America, N.A.;
8. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and Countrywide Home Loans, Inc.;
9. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and Wells Fargo Home Mortgage, Inc.;
10. Servicing Agreement, dated as of October 1, 2000, between
Lehman Capital and Aurora Loan Services, Inc.; and
11. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and First Nationwide Mortgage
Corporation;
12. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and North American Mortgage Company;
13. Reconstituted Servicing Agreement, dated as of October 1, 2000,
between Lehman Capital and Greenpoint Mortgage Funding Inc.
WHEREAS, Lehman Capital desires to sell, without recourse, all of its
rights, title and interest in the Mortgage Loans to the Depositor, to assign
all of its rights and interest under the Transfer Agreements and Servicing
Agreements, and to delegate all of its obligations thereunder, to the
Depositor; and
WHEREAS, Lehman Capital and the Depositor acknowledge and agree that
the Depositor will assign all of its rights and delegate all of its
obligations hereunder to the Trustee, 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, Lehman Capital and the Depositor agree as
follows:
ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Sale of Mortgage Loans. Concurrently with the execution
and delivery of this Agreement, Lehman Capital 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 Lehman Capital in and to the Mortgage Loans identified on Schedule A
hereto, having an aggregate principal balance as of the Cut-off Date of
$702,444,730.00. 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 October 1, 2000 (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, together with all of Lehman Capital'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, Lehman Capital's rights under any Insurance Policies related
to the Mortgage Loans, and Lehman Capital's security interest in any
collateral pledged to secure the Mortgage Loans, including the Mortgaged
Properties and any Additional Collateral.
Concurrently with the execution and delivery of this Agreement,
Lehman Capital 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 pursuant to the provisions of such Transfer or
Servicing Agreements), and delegates to the Depositor all of its obligations
thereunder, to the extent relating to the Mortgage Loans. Concurrently with
the execution hereof, the Depositor tenders the purchase price of
$702,444,730.00. The Depositor hereby accepts such assignment and delegation,
and shall be entitled to exercise all such rights of Lehman Capital under each
Transfer Agreement and each Servicing Agreement, as if the Depositor had been
a party to each such agreement.
Section 1.02. Delivery of Documents. (a) In connection with such
transfer and assignment of the Mortgage Loans hereunder, Lehman Capital does
hereby 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 Reconstituted Servicing Agreements.
(b) For Mortgage Loans (if any) that have been prepaid in full
after the Cut-off Date and prior to the Closing Date, Lehman Capital, 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 Wells Fargo Bank Minnesota, N.A., LaSalle National Bank, and U.S.
Bank National Association, each as the custodian (a "Custodian") 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 any Custodian identifies any Material
Defect, Lehman Capital shall be obligated to cure such 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 Lehman Capital. (a)
Lehman Capital hereby represents and warrants to the Depositor that as of the
date hereof that:
(i) Lehman Capital 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;
(ii) the execution and delivery by Lehman Capital of this
Agreement have been duly authorized by all necessary corporate
action on the part of Lehman Capital; neither the execution and
delivery of this Agreement, nor the consummation of the transactions
herein contemplated, nor compliance with the provisions 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 Lehman Capital or
its properties or the certificate of incorporation or bylaws of
Lehman Capital;
(iii) the execution, delivery and performance by Lehman Capital
of this Agreement and the consummation of the transactions
contemplated 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) this Agreement has been duly executed and delivered by
Lehman Capital and, assuming due authorization, execution and
delivery by the Depositor, constitutes a valid and binding
obligation of Lehman Capital enforceable against it in accordance
with its 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 Lehman Capital, threatened or likely to be asserted
against or affecting Lehman Capital, before or by any court,
administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by this Agreement or
(B) with respect to any other matter which in the judgment of Lehman
Capital will be determined adversely to Lehman Capital and will if
determined adversely to Lehman Capital 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.
(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 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 Lehman Capital
under this Agreement, the only right or remedy of the Depositor shall be the
right to enforce the obligations of such Transferor under any applicable
representation or warranty made by it. The Depositor acknowledges and agrees
that the representations and warranties of Lehman Capital in this Section
1.04(b) 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. Lehman Capital 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 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. Subject
to the foregoing, Lehman Capital 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 Lehman Capital 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, 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 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 recision;
(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 in the
lender's Title Insurance Policy or attorney's opinion of title and
abstract of title delivered to the originator of such Mortgage Loan,
and (3) such other matters to which like properties are commonly
subject which do not, individually or in the aggregate, materially
interfere with the benefits of the security intended to be provided
by the Mortgage. Any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee in
connection with, a Mortgage Loan establishes a valid, subsisting and
enforceable first lien on the property described therein and the
Depositor has full right to sell and assign the same to the Trustee;
(vi) Immediately prior to the transfer and assignment of the
Mortgage Loans to the Depositor, Lehman Capital was the sole owner
of record and holder of each Mortgage Loan, and Lehman Capital had
good and marketable title thereto, and has full right to transfer
and sell each Mortgage Loan to the Depositor free and clear, except
as described in paragraph (v) above, of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security
interest, and has full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell and
assign each Mortgage Loan pursuant to this Agreement;
(vii) Each Mortgage Loan other than any Cooperative Loan is
covered by either (i) an attorney's opinion of title and abstract of
title the form and substance of which is generally acceptable to
mortgage lending institutions originating mortgage loans in the
locality where the related Mortgaged Property is located or (ii) an
ALTA mortgagee Title Insurance Policy or other generally acceptable
form of policy of insurance, issued by a title insurer qualified to
do business in the jurisdiction where the Mortgaged Property is
located, insuring the originator of the Mortgage Loan, and its
successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan
(subject only to the exceptions described in paragraph (v) above).
If the Mortgaged Property is a condominium unit located in a state
in which a title insurer will generally issue an endorsement, then
the related Title Insurance Policy contains an endorsement insuring
the validity of the creation of the condominium form of ownership
with respect to the project in which such unit is located. With
respect to any Title Insurance Policy, the originator is the sole
insured of such mortgagee Title Insurance Policy, such mortgagee
Title Insurance Policy is in full force and effect and will inure to
the benefit of the Depositor upon the consummation of the
transactions contemplated by this Agreement, no claims have been
made under such mortgagee Title Insurance Policy and no prior holder
of the related Mortgage, including Lehman Capital, has done, by act
or omission, anything that would impair the coverage of such
mortgagee Title Insurance Policy;
(viii) To the best of Lehman Capital's knowledge, no
foreclosure action is being threatened or commenced with respect to
any Mortgage Loan. There is no proceeding pending for the total or
partial condemnation of any Mortgaged Property (or, in the case of a
Cooperative Loan, the related cooperative unit) and each such
property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty, so as to have a
material adverse effect on the value of the related Mortgaged
Property as security for the related Mortgage Loan or the use for
which the premises were intended;
(ix) There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(x) Each Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by
a Federal or State authority, or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203
and 211 of the National Housing Act;
(xi) Any and all requirements of any federal, state or local
law, including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws applicable to each Mortgage
Loan have been complied with; and
(xii) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg. ss.1.860G-2.
It is understood and agreed that the representations and warranties
set forth herein and the obligations of Lehman Capital set forth in this
Section survive delivery of the Mortgage Files and the Assignment of Mortgage
of each Mortgage Loan to the Depositor. Upon discovery by either Lehman
Capital or the Depositor of a breach of any of the foregoing representations
and warranties that adversely and materially affects the value of the related
Mortgage Loan, and that does not also constitute a breach of a representation
or warranty of the related Transferor in the applicable Transfer Agreement,
the party discovering such breach shall give prompt written notice to the
other party. Within 60 days of the discovery of any such breach, Lehman
Capital shall either (a) cure such breach in all material respects, (b)
repurchase such Mortgage Loan or any property acquired in respect thereof from
the Depositor at the applicable Purchase Price or (c) within the two year
period following the Closing Date, substitute a Qualifying Substitute Mortgage
Loan for the affected Mortgage Loan.
Section 1.05. Grant Clause. It is intended that the conveyance of
Lehman Capital's right, title and interest in and to Mortgage Loans and other
property conveyed pursuant to this Agreement shall constitute, and shall be
construed as, a sale of such property and not a grant of a security interest
to secure a loan. However, if such conveyance is deemed to be in respect of a
loan, it is intended that: (1) the rights and obligations of the parties shall
be established pursuant to the terms of this Agreement; (2) Lehman Capital
hereby grants to the Depositor a first priority security interest in all of
Lehman Capital's right, title and interest in, to and under, whether now owned
or hereafter acquired, such Mortgage Loans and other property; and (3) this
Agreement shall constitute a security agreement under applicable law.
Section 1.06. Assignment by Depositor. The Depositor shall have the
right, upon notice to but without the consent of Lehman Capital, to assign, in
whole or in part, its interest under this Agreement with respect to the
Mortgage Loans to the Trustee, and the Trustee then shall succeed to all
rights of the Depositor under this Agreement. All references to the Depositor
in this Agreement shall be deemed to include its assignee or designee,
specifically including the Trustee.
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement; Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
Section 2.02. Entire Agreement. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter
hereof. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms
hereof.
Section 2.03. Amendment. This Agreement may be amended from time to
time by Lehman Capital and the Depositor, without notice to or the consent of
any of the Holders, (i) to cure any ambiguity, (ii) to cause the provisions
herein to conform to or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust Fund, the Trust Agreement or
this Agreement in any Offering Document; or to correct or supplement any
provision herein which may be inconsistent with any other provisions herein,
(iii) to make any other provisions with respect to matters or questions
arising under this Agreement or (iv) to add, delete, or amend any provisions
to the extent necessary or desirable to comply with any requirements imposed
by the Code and the REMIC Provisions. No such amendment effected pursuant to
clause (iii) of the preceding sentence shall adversely affect in any material
respect the interests of any Holder. Any such amendment shall be deemed not to
adversely affect in any material respect any Holder, if the Trustee receives
written confirmation from each Rating Agency that such amendment will not
cause such Rating Agency to reduce the then current rating assigned to the
Certificates (and any Opinion of Counsel requested by the Trustee in
connection with any such amendment may rely expressly on such confirmation as
the basis therefor).
(a) This Agreement may also be amended from time to time by Lehman
Capital and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Certificate Principal Amount (or Percentage Interest) of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders;
provided, however, that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate or (ii) reduce the aforesaid percentages of Class
Principal Amount (or Percentage Interest) of Certificates of each Class, the
Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount (or Percentage
Interest) of each Class of Certificates affected thereby. For purposes of this
paragraph, references to "Holder" or "Holders" shall be deemed to include, in
the case of any Class of Book-Entry Certificates, the related Certificate
Owners.
(b) It shall not be necessary for the consent of Holders under this
Section 2.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations
as the Trustee may prescribe.
Section 2.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
Section 2.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.
Section 2.06. Indulgences; No Waivers. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.
Section 2.07. Headings Not to Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and they
shall not be used in the interpretation hereof.
Section 2.08. Benefits of Agreement. Nothing in this Agreement,
express or implied, shall give to any Person, other than the parties to this
Agreement and their successors hereunder, any benefit or any legal or
equitable right, power, remedy or claim under this Agreement.
Section 2.09. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, Lehman Capital and the Depositor have caused
their names to be signed hereto by their respective duly authorized officers
as of the date first above written.
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Joseph J. Kelly
---------------------------------------
Name: Joseph J. Kelly
Title: Authorized Signatory
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Ellen V. Kiernan
---------------------------------------
Name: Ellen V. Kiernan
Title: Vice President
<PAGE>
SCHEDULE A
MORTGAGE LOAN SCHEDULE
[To be retained at the Washington, D.C. office of Brown & Wood LLP]
