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Exhibit 99.1
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 December 1, 2004
Structured Adjustable Rate Mortgage Loan Trust
(Mortgage Pass-Through Certificates, Series 2004-20)
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TABLE OF CONTENTS
PAGE
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Mortgage
Loans.......................................3
Section 1.02. Delivery of
Documents................................4
Section 1.03. Review of
Documentation..............................4
Section 1.04. Representations and Warranties of the
Seller.........4
Section 1.05. Grant
Clause........................................13
Section 1.06. Assignment by
Depositor.............................13
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement;
Assignment.............14
Section 2.02. Entire
Agreement....................................14
Section 2.03.
Amendment...........................................14
Section 2.04. Governing
Law.......................................15
Section 2.05. Severability of
Provisions..........................15
Section 2.06. Indulgences; No
Waivers.............................15
Section 2.07. Headings Not to Affect
Interpretation...............15
Section 2.08. Benefits of
Agreement...............................15
Section 2.09.
Counterparts........................................15
SCHEDULE
SCHEDULE A Mortgage Loan Schedule
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This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
December
1, 2004 (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 December 1, 2004, among the Depositor, Aurora Loan
Services Inc., as
master servicer ("Aurora"), and Wells Fargo 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. Mortgage Loan Purchase and Warranties Agreement, dated as
of
August 1, 2002, by and between the Bank and ACT Lending
Corporation ("ACT");
2. Loan Purchase Agreement, dated as of August 29, 2002, by
and
between the Bank and American Gold Mortgage Corp. ("American
Gold");
3. Loan Purchase Agreement, dated as of January 24, 2003, by
and
between the Bank and American Sterling Bank ("American
Sterling");
4. Flow Seller's Warranties and Servicing Agreement, dated as
of
June 1, 2004, by and between the Bank and Countrywide Home
Loans, Inc. ("Countrywide");
5. Loan Purchase Agreement, dated as of February 26, 2002, by
and
between the Bank and CTX Mortgage ("CTX");
6. Loan Purchase Agreement, dated as of December 5, 2002, by
and
between the Bank and E-Loan Mortgage ("E-Loan");
7. Loan Purchase Agreement, dated as of October 10, 2002, by
and
between the Bank and Family Lending Services, Inc. ("Family
Lending");
8. Loan Purchase Agreement, dated as of September 26, 2002, by
and
between the Bank and First Financial Equities, Inc. ("First
Financial");
9. Master Mortgage Loan Purchase and Warranties Agreement, dated
as
of August 27, 2004, by and between the Bank and First
National
Bank of Nevada ("FNBN");
10. Loan Purchase Agreement, dated as of July 28, 2004, by
and
between the Bank and Ideal Mortgage Bankers, Ltd dba Lend
America dba Lending Key ("Ideal");
11. Flow Purchase and Warranties Agreement, dated as of February
13,
2001, by and between the Bank and IndyMac Bank, F.S.B.
("IndyMac") and amendments dated as of June 27, 2001, July
19,
2002 and December 1, 2003;
12. Flow Purchase, Warranties and Servicing Agreement, dated as
of
July 1, 2003, by and between the Bank and Indymac;
13. Loan Purchase Agreement, dated as of March 15, 2002, by
and
between the Bank and Metrociti Mortgage LLC ("Metrociti");
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14. Loan Purchase Agreement, dated as of December 31, 2003, by
and
between the Bank and MortgageIT d/b/a MIT Lending ("MIT");
15. Loan Purchase Agreement, dated as of July 2, 2003, by
and
between the Bank and Mylor Financial Group, Inc. ("Mylor
Financial");
16. Flow Mortgage Loan Purchase and Warranties Agreement, dated
as
of August 1, 2001, by and between the Bank, National Bank of
Commerce ("NBC"), Central California Bank & Trust, NBC
Bank,
FSB, First Market Bank and Commerce Finance Company;
17. Flow Purchase and Warranties Agreement, dated as of
September
25, 2003, by and between the Bank and Plaza Home Mortgage
Inc.
("Plaza Home");
18. Flow Mortgage Loan Purchase and Warranties Agreement, ,
dated as
of May 10, 2004, by and between the Bank and Quicken Loans
Inc.
("Quicken");
19. Loan Purchase Agreement, dated as of September 8, 2003, by
and
between the Bank and RBC Mortgage Company ("RBC") and amended
as
of May 2004;
20. Loan Purchase Agreement, dated as of April 8, 2004, by
and
between the Bank and Reliant Mortgage Company, LLC
("Reliant");
21. Flow Mortgage Loan Purchase and Warranties Agreement, dated
as
of June 10, 2002, by and between the Bank and SIB Mortgage
Corp.
("SIB"), as amended by Amendment No. 1 dated as of November
1,
2002 and Amendment No. 2 dated as of September 29, 2003;
22. Loan Purchase Agreement, dated as of December 12, 2004, by
and
between the Bank and Wall Street Mortgage Bankers ("Wall
Street");
23. Loan Purchase Agreement, dated as of September 2, 2004, by
and
between the Bank and Winstar Mortgage Partners ("Winstar"
and
collectively with ACT, American Gold, American Sterling,
Countrywide, CTX, E-Loan, Family Lending, First Financial,
FNBN,
Ideal, IndyMac, Metrociti, MIT, Mylor Financial, NBC, Plaza
Home, Quicken, RBC, Reliant, SIB and Wall Street, 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 December 1,
2004, 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"),
Countrywide and
IndyMac (each as a servicer, a "Servicer" and collectively, the
"Servicers"):
1. Servicing Agreement, dated as of December 1, 2004, between
the
Seller and Aurora pursuant to which the Mortgage Loans are
serviced by Aurora;
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2. Reconstituted Servicing Agreement, dated as of December 1,
2004,
by and between the Seller and IndyMac;
3. Reconstituted Servicing Agreement, dated as of December 1,
2004,
by and between the Seller and Countrywide; and
5. Correspondent Servicing Agreement, dated as of June 26, 2002,
by
and among the Bank, Aurora and Colonial and Transfer Notice,
dated as of December 1, 2004, between the Seller and
Colonial.
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-1 and Schedule A-2
hereto, having an
aggregate principal balance as of the Cut-off Date of
$926,474,085.46. 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 December 1, 2004 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
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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 $926,474,085.46. 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.
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.
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, LaSalle Bank National Association and U.S.
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
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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
(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
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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;
(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
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