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 July 1, 2007
 
Lehman XS Trust
(Mortgage Pass-Through Certificates, Series 2007-15N)
 



 

   
5
 
Section 1.01. Mortgage Loans
   
5
 
Section 1.02. Delivery of Documents
   
6
 
Section 1.03. Review of Documentation
   
7
 
Section 1.04. Representations and Warranties of the Seller
   
7
 
Section 1.05. Grant Clause
   
19
 
Section 1.06. Assignment by Depositor
   
19
 
         
ARTICLE II MISCELLANEOUS PROVISIONS
   
19
 
Section 2.01. Binding Nature of Agreement; Assignment
   
19
 
Section 2.02. Entire Agreement
   
19
 
Section 2.03. Amendment
   
19
 
Section 2.04. Governing Law
   
20
 
Section 2.05. Severability of Provisions
   
20
 
Section 2.06. Indulgences; No Waivers
   
20
 
Section 2.07. Headings Not to Affect Interpretation
   
21
 
Section 2.08. Benefits of Agreement
   
21
 
Section 2.09. Counterparts
   
21
 
 
SCHEDULES
 
 
LBH Transferred Mortgage Loans (including Prepayment Charge Schedule)
     
SCHEDULE A-1B
 
Bank Transferred Mortgage Loans (including Prepayment Charge Schedule)
     
SCHEDULE A-2
 
Bank Originated Mortgage Loans (including Prepayment Charge Schedule)
     
SCHEDULE A-3
 
Seller-Paid First Payment Default Mortgage Loan Schedule (including Prepayment Charge Schedule)
     
 
Seller-Paid Early Payment Default Mortgage Loan Schedule (including Prepayment Charge Schedule)
 
2

 
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of July 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 July 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 Holdings Inc. (“LBH”), pursuant to the following specified agreements (the “LBH Transfer Agreements”), has purchased or received certain mortgage loans identified on the Mortgage Loan Schedule attached hereto as Schedule A-1A (the “LBH Transferred Mortgage Loans”):
 
 
1.
Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 10, 2006, by and between LBH and Greenpoint Mortgage Funding, Inc. (“GreenPoint”);
 
 
2.
Flow Asset Purchase and Warranties Agreement, dated as of March 1, 2007, by and between LBH and GreenPoint;
 
 
3.
Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2006, by and between Bank of America, National Association (“Bank of America”) and LBH;
 
 
4.
Flow Seller's Warranties and Servicing Agreement, dated as of June 1, 2006 and amended as of June 16, 2006, by and between LBH and Countrywide Home Loans, Inc. (“Countrywide”);
 
 
5.
Flow Mortgage Loan Purchase and Warranties Agreement, dated as of May 18, 2006, by and between LBH and Suntrust Mortgage, Inc. (“SunTrust”);
 
 
6.
Sale and Servicing Agreement, dated as of October 30, 2006, by and between LBH and Residential Funding Company, LLC (“RFC”); and
 
 
7.
Seller's Warranties and Servicing Agreement, dated as of September 1, 2005, by and between LBH and IndyMac Bank, F.S.B. (“IndyMac”).
 
WHEREAS, Lehman Brothers Bank, FSB (the “Bank”), pursuant to the following specified agreements (the “Bank Transfer Agreements” and collectively with the LBH Transfer Agreements, the “Transfer Agreements”), has purchased or received certain mortgage loans identified on the Mortgage Loan Schedule attached hereto as Schedule A-1B (the “Bank Transferred Mortgage Loans” and collectively with the LBH Transferred Mortgage Loans, the “Transferred Mortgage Loans”):
 
 
1.
Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of May 1, 2007, by and between the Bank and American Home Mortgage, Corp (“AHM”);

3

 
 
2.
Flow Seller’s Warranties and Servicing Agreement, dated as of June 1, 2004 and amended as of January 31, 2006 (Reg AB), by and between the Bank and Countrywide;
 
 
3.
Flow Mortgage Loan Purchase and Warranties Agreement, dated as of June 23, 2004 and amended as of March 30, 2007, by and between the Bank and Quicken Loans Inc.; and
 
 
4.
Amended and Restated Flow Mortgage Loan Purchase and Warranties Agreement, dated as of February 1, 2007, by and between the Bank and GreenPoint.
 
WHEREAS, in addition to the Bank 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 July 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 Agreements and the related Mortgage Loans as listed on Schedule A-1B, 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 Transfer Agreements;
 
WHEREAS, the Seller is a party to the following servicing agreements (the “Servicing Agreements”) pursuant to which the Mortgage Loans are serviced by Countrywide Home Loans Servicing LP (“Countrywide Servicing”), Bank of America, IndyMac, GreenPoint, Paul Financial and Aurora (the “Servicers”):
 
 
1.
Reconstituted Servicing Agreement, dated as of July 1, 2007, by and between the Seller and Bank of America;

 
2.
Reconstituted Servicing Agreement, dated as of July 1, 2007, by and between the Seller and IndyMac;
 
 
3.
Reconstituted Servicing Agreement, dated as of July 1, 2007, by and between the Seller and GreenPoint;
 
 
4.
Reconstituted Servicing Agreement, dated as of July 1, 2007, by and between the Seller and SunTrust;
 
 
5.
Reconstituted Servicing Agreement, dated as of July 1, 2007, by and between the Seller and AHM;
 
 
6.
Reconstituted Servicing Agreement, dated as of July 1, 2007, by and between the Seller and RFC;
 
 
7.
Reconstituted Servicing Agreement, dated as of July 1, 2007, by and between the Seller and Countrywide Servicing;
 
 
8.
Securitization Servicing Agreement, dated as of July 1, 2007, among the Seller, Aurora and GMAC Mortgage, LLC;
 
 
9.
Servicing Agreement, dated as of July 1, 2007, by and between the Seller and Aurora.
 
4

 
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 and all its rights and interest regarding first payment defaults and early payment defaults 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:
 
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 Schedules A-1A, A-1B and A-2 hereto, having an aggregate principal balance as of the Cut-off Date of $2,828,002,465. 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 July 1, 2007 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 the Servicing Agreements except for (A) any rights against the Transferor with respect to (i) first payment date defaults or early payment date defaults; provided, however, that the Seller hereby assigns to the Depositor all of its rights and interest in first payment date defaults on the Mortgage Loans originated by the Bank and serviced under the Aurora Servicing Agreement, including but not limited to the Mortgage Loans set forth in Schedule A-3 hereto (the “Seller-Paid First Payment Default Mortgage Loans”) and the early payment date defaults on the Mortgage Loans originated by the Bank and serviced under the Aurora Servicing Agreement, including but not limited to the Mortgage Loans set forth in Schedule A-4 hereto (the “Seller-Paid Early Payment Default Mortgage Loans”), or (ii) reimbursement of any amount in excess of the Purchase Price for a breach of a representation or warranty and (B) 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 $2,828,002,465. 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.
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