|
<PAGE>
Exhibit 99.1
EXECUTION COPY
================================================================================
LEHMAN BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of March 1, 2005
Structured Adjustable Rate Mortgage Loan Trust
(Mortgage Pass-Through Certificates, Series 2005-7)
================================================================================
<PAGE>
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
i
<PAGE>
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
March 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 March 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
HSBC Bank USA,
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 August 29, 2002, by
and
between the Bank and American Gold Mortgage Corp. ("American
Gold");
2. Loan Purchase Agreement, dated as of January 24, 2003, by
and
between the Bank and American Sterling Bank ("American
Sterling");
3. Flow Seller's Warranties and Servicing Agreement, dated as of
June
1, 2004, by and between the Bank and Countrywide Home Loans,
Inc.
("Countrywide")
4. Loan Purchase Agreement, dated as of February 26, 2002, by
and
between the Bank and CTX Mortgage ("CTX");
5. Loan Purchase Agreement, dated as of December 5, 2002, by
and
between the Bank and E-Loan Mortgage ("E-Loan");
6. Loan Purchase Agreement, dated October 10, 2002, by and
between the
Bank and Family Lending Services, Inc. ("Family");
7. 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");
8. Loan Purchase Agreement, dated as of January 28, 2004, by
and
between the Bank and Home Savings ("Home Savings");
9. Loan Purchase Agreement, dated July 28, 2004, by and between
the
Bank and Ideal Mortgage Bankers, Ltd. d/b/a Lend America
d/b/a
Lending Key ("Ideal");
10. Flow Purchase and Warranties Agreement, dated as of February
13,
2001, and Amendment No. 1, dated as of June 27, 2001, and
Amendment
No. 2, dated as of July 19, 2002, and Amendment No. 3, dated
December 1, 2003, by and between the Bank and IndyMac Bank,
FSB
("IndyMac");
11. Loan Purchase Agreement, dated March 28, 2002, by and
between the
Bank and Market Street Mortgage Corporation ("Market");
<PAGE>
12. Loan Purchase Agreement, dated as of December 31, 2003, by
and
between the Bank and MortgageIT d/b/a MIT Lending
("MortgageIT");
13. Flow Mortgage Loan Purchase and Warranties Agreement, dated
as of
July 23, 2001, by and between the Bank and The Mortgage
Store
Financial, Inc. ("MS Financial");
14. Flow Purchase and Warranties Agreement, dated as of May 29,
2001,
Group No. 2001-1, by and between the Bank and Pinnacle
Direct
Funding Corp. ("Pinnacle Direct");
15. Flow Purchase and Warranties Agreement, dated as of February
12,
2004, Group No. 2004-1, by and between the Bank and Pinnacle
Financial Corp. ("Pinnacle Financial");
16. Flow Purchase and Warranties Agreement, dated as of
September 25,
2003, by and between the Bank and Plaza Home Mortgage Inc.
("Plaza");
17. Flow Mortgage Loan Purchase and Warranties Agreement, dated
as of
June 10, 2002, and Amendment No. 1, dated as of November 1,
2002,
and Amendment No. 2, dated as of September 29, 2003, by and
between
the Bank and SIB Mortgage Corp. ("SIB");
18. Mortgage Loan Purchase and Warranties Agreement, dated as of
August
1, 2003, and Amendment No. 1, dated as of June 29, 2004, and
Amendment No. 2, dated as of January 31, 2005, by and between
the
Bank and Sierra Pacific Mortgage Company ("Sierra");
19. Loan Purchase Agreement, dated as of March 18, 2004, by and
between
the Bank and Summit Mortgage Corp. ("Summit");
20. Loan Purchase Agreement, dated as of February 8, 2005, by
and
between the Bank and Sunshine Mortgage Corp ("Sunshine");
21. Loan Purchase Agreement, dated as of July 24, 2002, by and
between
the Bank and Transnational Financial Corp.
("Transnational");
22. Loan Purchase Agreement, dated as of February 19, 2004, by
and
between the Bank and Vision Mortgage, LLC ("Vision");
23. Loan Purchase Agreement, dated as of September 2, 2004, by
and
between the Bank and Winstar Mortgage Partners ("Winstar");
and
24. Seller's Warranties and Servicing Agreement, dated as of
March 1,
2003 (2003-W27), by and between the Bank and Wells Fargo
Home
Mortgage, Inc. ("Wells Fargo" and collectively with American
Gold,
American Sterling, Countrywide, CTX, E-Loan, Family, FNBN,
Home
Savings, Ideal, IndyMac, Market, MortgageIT, MS Financial,
Pinnacle
Direct, Pinnacle Financial, Plaza, SIB, Sierra, Summit,
Sunshine,
Transnational, Vision and Winstar (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");
<PAGE>
WHEREAS, pursuant to an Assignment and Assumption Agreement
(the
"Assignment and Assumption Agreement"), dated as of March 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"),
Countrywide and
Wells Fargo (each as a servicer, a "Servicer" and collectively,
the
"Servicers"):
1. Servicing Agreement, dated as of March 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 March 1, 2005, between Seller and Colonial;
3. Reconstituted Servicing Agreement, dated as of March 1, 2005,
by
and between the Seller and Countrywide; and
4. Reconstituted Servicing Agreement, dated as of March 1, 2005,
by
and between the Seller and Wells Fargo.
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:
<PAGE>
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
$1,117,735,990.44. 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 March 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
$1,117,735,990.44.
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
<PAGE>
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,
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;
(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,
<PAGE>
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
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
<PAGE>
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
|