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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 2004-19)
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TABLE OF CONTENTS
PAGE
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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...........5
Section 1.05. Grant
Clause..........................................14
Section 1.06. Assignment by
Depositor...............................14
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement;
Assignment...............15
Section 2.02. Entire
Agreement......................................15
Section 2.03.
Amendment.............................................15
Section 2.04. Governing
Law.........................................16
Section 2.05. Severability of
Provisions............................16
Section 2.06. Indulgences; No
Waivers...............................16
Section 2.07. Headings Not to Affect
Interpretation.................16
Section 2.08. Benefits of
Agreement.................................16
Section 2.09.
Counterparts..........................................16
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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 JPMorgan Chase
Bank, N.A., 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. Flow Mortgage Loan Sale and Servicing Agreement, dated
as of August 1, 2004, by and between Bank of America, NA
("B of A") and the Bank;
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 as of July 28, 2004, by
and between the Bank and Ideal Mortgage Bankers, Ltd dba
Lend America dba Lending Key ("Ideal");
7. Mortgage Loan Purchase Agreement, dated as of May 20,
2004, by and between the Bank and Luxury Mortgage Corp.
("Luxury");
8. Loan Purchase Agreement, dated as of August 14, 2002, by
and between the Bank and Primary Residential Mortgage
("Primary");
9. 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; and
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10. Loan Purchase Agreement, dated as of September 2, 2004,
by and between the Bank and Winstar Mortgage Partners
("Winstar" and collectively with American Gold, B of A,
Countrywide, CTX, E-Loan, Ideal, Luxury, Primary and
SIB, the "Transferors" and each, a "Transferor").
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 B of A (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;
2. 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;
3. Reconstituted Servicing Agreement, dated as of
December 1, 2004, by and between the Seller and
Countrywide; and
4. Reconstituted Servicing Agreement, dated as of
December 1, 2004, by and between the Seller and B of A.
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, if any) to the
Depositor and to assign
all of its rights and interest under the Transfer Agreements and
the Servicing
Agreements relating to the Mortgage Loans, and to delegate all
of its
obligations thereunder, to the Depositor; and
WHEREAS, the Seller and the Depositor acknowledge and agree
that
the Depositor will convey the Mortgage Loans to a Trust Fund
created pursuant to
the Trust Agreement, assign all of its rights and delegate all
of its
obligations hereunder to the Trustee for the benefit of the
Certificateholders,
and that each reference herein to the Depositor is intended,
unless otherwise
specified, to mean the Depositor or the Trustee, as assignee,
whichever is the
owner of the Mortgage Loans from time to time.
NOW, THEREFORE, in consideration of the mutual agreements
herein
set forth, and for other good and valuable consideration, the
receipt and
adequacy of which are hereby acknowledged, the Seller and the
Depositor agree as
follows:
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ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Mortgage Loans.
(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
$406,703,359.71.
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 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
$406,703,359.71.
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
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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 custodians, 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 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
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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) 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
and warranties 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
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1.04(b) (other than the representations and warranties made
pursuant to Sections
1.04(b)(xii), 1.04(b)(xvii), 1.04(b)(xviii), 1.04(b)(xix) and
1.04(b)(xx)) are
applicable only to facts, conditions or events that do not
constitute a breach
of any representation or warranty made by the related Transferor
in the
applicable Transfer Agreement. The Seller shall have no
obligation or liability
with respect to any breach of a representation or warranty made
by it with
respect to the Transferred Mortgage Loans if the fact, condition
or event
constituting such breach also constitutes a breach of a
representation or
warranty made by the related Transferor in such Transfer
Agreement, without
regard to whether the related Transferor fulfills its
contractual obligations in
respect of such representation or warranty; provided, however,
that if the
related Transferor fulfills its obligations under the provisions
of such
Transfer Agreement by substituting for the affected Mortgage
Loan a mortgage
loan which is not a Qualifying Substitute Mortgage Loan, the
Seller shall, in
exchange for such substitute mortgage loan, provide the
Depositor (a) with the
applicable Purchase Price for the affected Mortgage Loan or (b)
within the
two-year period following the Closing Date, with a Qualified
Substitute Mortgage
Loan for such affected Transferred Mortgage Loan. Subject to the
foregoing, the
Seller represents and warrants upon delivery of the Transferred
Mortgage Loans
to the Depositor hereunder on the Closing Date, as to each,
that:
(i) The information set forth with respect to the
Transferred Mortgage Loans on the Mortgage Loan Schedule
provides an accurate listing of the Transferred Mortgage
Loans,
and the information with 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
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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 uni
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