Mortgage Loan Sale and Assignment Agreement (2007)Full Document 

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LEHMAN BROTHERS HOLDINGS INC.,
 
SELLER
 
and
 
STRUCTURED ASSET SECURITIES CORPORATION,
 
DEPOSITOR
 
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
 
Dated as of May 1, 2007
 
GreenPoint Mortgage Funding Trust
(Mortgage Pass-Through Certificates, Series 2007-AR3)
 



 
TABLE OF CONTENTS

   
Page
     
ARTICLE I CONVEYANCE OF MORTGAGE LOANS
 
2
Section 1.01. Mortgage Loans
 
2
Section 1.02. Delivery of Documents
 
3
Section 1.03. Review of Documentation
 
3
Section 1.04. Representations and Warranties of the Seller
 
3
Section 1.05. Grant Clause
 
13
Section 1.06. Assignment by Depositor
 
13
ARTICLE II MISCELLANEOUS PROVISIONS
 
13
Section 2.01. Binding Nature of Agreement; Assignment
 
13
Section 2.02. Entire Agreement
 
13
Section 2.03. Amendment
 
13
Section 2.04. Governing Law
 
14
Section 2.05. Severability of Provisions
 
14
Section 2.06. Indulgences; No Waivers
 
14
Section 2.07. Headings Not to Affect Interpretation
 
15
Section 2.08. Benefits of Agreement
 
15
Section 2.09. Counterparts
 
15
SCHEDULES
   
SCHEDULE A-1 Transferred Mortgage Loan Schedule
   
     
SCHEDULE A-2 Bank Originated Mortgage Loan Schedule
   
 
 
 

 
 
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of May 1, 2007 (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 May 1, 2007, among the Depositor, Aurora Loan Services LLC, as master servicer (“Aurora”) and U.S. Bank National Association, as trustee (the “Trustee”).
 
WITNESSETH:
 
WHEREAS, Lehman Brothers Bank, FSB (the “Bank”), pursuant to the Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of February 1, 2007, by and between the Bank and GreenPoint (the “Transfer Agreement”), has purchased or received certain mortgage loans identified on the Mortgage Loan Schedule attached hereto as Schedule A-1 (the “Transferred Mortgage Loans”):
 
WHEREAS, in addition to the Transferred Mortgage Loans, the Bank may have funded certain mortgage loans originated by Aurora Loan Services LLC identified on the Mortgage Loan Schedule attached hereto as Schedule A-2 (the “Bank Originated Mortgage Loans” and together with the Transferred Mortgage Loans, the “Mortgage Loans”);
 
WHEREAS, pursuant to an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), dated as of May 1, 2007, 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 Transfer Agreement, the Transferred Mortgage Loans and any Bank Originated Mortgage Loans, and the Seller has accepted the rights and benefits of, and assumed the obligations of the Bank under, the Transfer Agreement;
 
WHEREAS, the Seller is a party to the following servicing agreements (the “Servicing Agreements”) pursuant to which the Mortgage Loans are or will be serviced by Aurora or GreenPoint (each, a “Servicer”):
 
 
1.
Aurora Servicing Agreement, dated as of May 1, 2007, by and between the Seller and Aurora; and
 
 
2.
Reconstituted Servicing Agreement, dated as of May 1, 2007, by and between the Seller and GreenPoint.
 
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 Agreement 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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