Mortgage Loan Sale and Assignment Agreement (2007)Full Document 

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LEHMAN BROTHERS HOLDINGS INC.,
 
SELLER
 
and
 
STRUCTURED ASSET SECURITIES CORPORATION,
 
PURCHASER
 
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
 
Dated as of August 1, 2007
 
Structured Adjustable Rate Mortgage Loan Trust
(Mortgage Pass-Through Certificates, Series 2007-8)

 
 

 

 
 
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
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
16
Section 2.07.
Headings Not to Affect Interpretation
16
Section 2.08.
Benefits of Agreement
16
Section 2.09.
Counterparts
16
     
 
SCHEDULES
 

SCHEDULE A-1
Assigned Mortgage Loan Schedule
   
SCHEDULE A-2
Bank Originated Mortgage Loan Schedule
   
SCHEDULE A-3
Bill of Sale Mortgage Loan Schedule

 
i

 

This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of August 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 August 1, 2007, among the Depositor, Aurora Loan Services LLC, as master servicer (“Aurora”), U.S. Bank, National Association, as trustee (the “Trustee”).
 
WHEREAS, Lehman Brothers Bank, FSB (the “Bank”), pursuant to the following specified agreements (each, an “Assigned Agreement” and collectively, the “Assigned Agreements”), has purchased or received certain mortgage loans identified on the Assigned Mortgage Loan Schedule attached hereto as Schedule A-1 (each, an “Assigned Mortgage Loan” and collectively, the “Assigned Mortgage Loans”):
 
 
1.
Loan Purchase Agreement, dated as of March 31, 2005, by and between the Bank and Coastal Mortgage Services, Inc. (“Coastal”);
 
 
2.
Loan Purchase Agreement, dated as of December 9, 2005, by and between the Bank and DHI Mortgage Company (“DHI”)
 
 
3.
Amended and Restated Flow Mortgage Loan Purchase, Warranties and Servicing Agreement, dated as of February 1, 2007, by and between the Bank and GreenPoint Mortgage Funding, Inc. (“GreenPoint”);
 
 
4.
Loan Purchase Agreement, dated as of December 15, 2005, by and between the Bank and Mountain West Financial, Inc. (“Mountain”);
 
 
5.
Flow Asset Purchase and Interim Servicing Agreement, dated as of May 29, 2007, by and between the Bank and Netbank (“Netbank”);
 
 
6.
Flow Purchase and Warranties Agreement, dated as of September 25, 2003, by and between the Bank and Plaza Home Mortgage Inc. (“Plaza”);
 
 
7.
Loan Purchase Agreement, dated as of January 9, 2003, by and between the Bank and Residential Mortgage Capital (“RMC”);
 
 
8.
Loan Purchase Agreement, dated as of September 26, 2002, by and between the Bank and SCME Mortgage Bankers (“SCME”);
 
 
9.
Loan Purchase Agreement, dated as of January 26, 2005, by and between the Bank and Shea Mortgage, Inc. (“Shea”); and
 
 
10.
Loan Purchase Agreement, dated as of June 9, 2005, by and between the Bank and Synovus Mortgage Corporation (“Synovus” and collectively with Coastal, DHI, GreenPoint, Mountain, Netbank, Plaza, RMC, SCME, Shea and Sovereign (defined below), the “Transferors” and each a “Transferor”);
 
WHEREAS, in addition to the Assigned Mortgage Loans, the Bank has funded certain mortgage loans originated by Aurora identified on the Bank Originated Mortgage Loan Schedule attached hereto as Schedule A-2 (each, a “Bank Originated Mortgage Loan” and collectively, the “Bank Originated Mortgage Loans”);
 

 
 

 

WHEREAS, in addition to the Assigned Mortgage Loans and the Bank Originated Mortgage Loans, the Bank, pursuant to the Assignment, Assumption and Recognition Agreement, (the “Bill of Sale Agreement” and, together with the Assigned Agreements, the “Transfer Agreements”) dated as of March 29, 2007, by and among the Bank, PHH Mortgage Corporation (f/k/a Cendant Mortgage Corporation) and Sovereign Bank, FSB (“Sovereign”), has purchased or received certain mortgage loans identified on the Bill of Sale Mortgage Loan Schedule attached hereto as Schedule A-3 (each, a “Bill of Sale Mortgage Loan” and collectively, the “Bill of Sale Mortgage Loans” and the Bill of Sale Mortgage Loans, together with the Assigned Mortgage Loans the “Transferred Loans” and together with the Bank Originated Mortgage Loans, the “Mortgage Loans”);
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