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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 September 1, 2005
Structured Adjustable Rate Mortgage Loan Trust
(Mortgage Pass-Through Certificates, Series 2005-20)
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TABLE OF CONTENTS
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PAGE
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
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Section 1.01.
Mortgage
Loans....................................................................4
Section 1.02.
Delivery of
Documents.............................................................5
Section 1.03.
Review of
Documentation...........................................................5
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
SCHEDULE
SCHEDULE A Mortgage Loan Schedule
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This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
September
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 September 1, 2005, among the
Depositor, Aurora Loan Services LLC, 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. Loan
Purchase Agreement, dated as of May 23, 2002, by and
between the Bank and Alliance Mortgage Company ("Alliance");
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
Mortgage Loan Purchase and Warranties Agreement, dated as
of September 20, 2004, by and between the Bank and Bay Capital
Corporation ("Bay Capital");
5. Loan
Purchase Agreement, dated as of July 29, 2004, by and
between the Bank and Central Pacific Mortgage ("Central
Pacific");
6. Loan
Purchase Agreement, dated as of March 31, 2005, by and
between the Bank and Coastal Mortgage Services, Inc.
("Coastal");
7. Flow
Seller's Warranties and Servicing Agreement, dated as of
June 1, 2004, by and between the Bank and Countrywide Home
Loans, Inc. ("Countrywide");
8. Loan
Purchase Agreement, dated as of December 5, 2002, by and
between the Bank and E-Loan Mortgage ("E-Loan");
9. Loan
Purchase Agreement, dated as of October 10, 2002, by and
between the Bank and Family Lending Services, Inc. ("Family
Lending");
10. Loan
Purchase Agreement, dated as of February 20, 2002, by and
between the Bank and Freedom Mortgage Corp. d/b/a Freedom Home
Mortgage Corporation ("Freedom");
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11. Loan
Purchase Agreement, dated as of August 28, 2003, by and
between the Bank and Gateway Financial Corp ("Gateway");
12. Loan
Purchase Agreement, dated as of December 12, 2001 and
amended as of March 14, 2003, by and between the Bank and
GreenPoint Mortgage Funding ("GreenPoint");
13. Loan
Purchase Agreement, dated as of April 15, 2005, by and
between the Bank and Meridias Capital, Inc. ("Meridias");
14.
Flow Mortgage Loan
Purchase and Warranties Agreement, dated as
of February 16, 2004, by and between the Bank and Mortgage
Network, Inc. ("Mortgage Network");
15. Loan
Purchase Agreement, dated as of July 2, 2003, by and
between the Bank and Mylor Financial Group, Inc. ("Mylor");
16. Flow
Mortgage Loan Purchase and Warranties Agreement, dated as
of March 31, 2005, by and between the Lehman Capital, a
Division of Lehman Brothers Holdings, Inc. and Ohio Savings
Bank
("Ohio Savings");
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. Loan
Purchase Agreement, dated as of March 25, 2004, by and
between the Bank and Professional Mortgage Corp. ("PMC");
19. Loan
Purchase Agreement, dated as of September 8, 2003 and
amended May 2004, by and between the Bank and RBC Mortgage
Company ("RBC");
20. Flow
Mortgage Loan Purchase and Warranties Agreement, dated as
of
June 10, 2002 and amended November 1, 2002 and September
29, 2003, by and between the Bank and SIB Mortgage Corp.
("SIB");
21. Mortgage
Loan Purchase and Warranties Agreement, dated as of
August 1, 2003 and amended June 29, 2004 and January 31, 2005,
by and between the Bank and Sierra Pacific Mortgage Company
("Sierra Pacific");
22. Loan
Purchase Agreement, dated as of July 24, 2002 by and
between the Bank and Transnational Financial Corp
("Transnational");
23. Loan
Purchase Agreement, dated as of December 12, 2002 by and
between the Bank and Wall Street Mortgage Bankers ("Wall
Street");
24. Mortgage
Loan Purchase and Sale Agreement, dated September 1,
2003 and amended July 1, 2004, by and between the Bank and
Washington Mutual Bank ("Washington Mutual"); and
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25. Loan
Purchase Agreement, dated as of September 2, 2004, by and
between the Bank and Winstar Mortgage Partners ("Winstar" and
collectively with Alliance, American Gold, American Sterling,
Bay Capital, Central Pacific, Coastal, Countrywide, E-Loan,
Family Lending, Freedom, Gateway, GreenPoint, Meridias,
Mortgage Network, Mylor, Ohio Savings, Plaza Home, PMC, RBC,
SIB, Sierra Pacific, Transnational, Wall Street and Washington
Mutual (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 September 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
Washington Mutual (each as a servicer, a
"Servicer" and collectively, the
"Servicers"):
1.
Servicing Agreement, dated as of September 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 September 1, 2005, between Seller and
Colonial;
3.
Reconstituted Servicing Agreement, dated as of September 1,
2005, by and between the Seller and Countrywide; and
4.
Reconstituted Servicing Agreement, dated as of September 1,
2005, by and between the Seller and Washington Mutual.
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
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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 $614,327,790.27.
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 September 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 $614,327,790.27.
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.
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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 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;
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(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
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),
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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,
a
