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MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT

Mortgage Loan Purchase Agreement

MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT | Document Parties: HSBC Bank | Lehman Brothers Bank | LEHMAN BROTHERS HOLDINGS INC | Structured Asset Securities Corporation | Wells Fargo Bank, National Association You are currently viewing:
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HSBC Bank | Lehman Brothers Bank | LEHMAN BROTHERS HOLDINGS INC | Structured Asset Securities Corporation | Wells Fargo Bank, National Association

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Title: MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Governing Law: New York     Date: 4/15/2005

MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, Parties: hsbc bank , lehman brothers bank , lehman brothers holdings inc , structured asset securities corporation , wells fargo bank  national association
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<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)

 

================================================================================

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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

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


 
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