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Document Preview Flow Sale Agreement |
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Title: |
Flow Sale Agreement |
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Entities: |
Freddie Mac; Lehman Brothers Bank; Luminent Mortgage Capital; Luminent Mortgage Trust 2006-7; McGraw-Hill Companies Inc. |
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Date: |
2007 |
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Size: |
Preview shows 13KB of 184KB total |
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Price: |
$80 |
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ID: |
#2695010 |
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FLOW SALE AGREEMENT
(Residential Mortgage Loans)
Dated as of November 1, 2006
by and among
LUMINENT MORTGAGE CAPITAL, INC.,
MERCURY MORTGAGE FINANCE STATUTORY TRUST
and
MAIA MORTGAGE FINANCE STATUTORY TRUST,
as Purchasers
and
LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC.
as Seller
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS..........................................................1
ARTICLE II AGREEMENT TO PURCHASE; PURCHASE PRICE; POSSESSION OF
MORTGAGE FILES; BOOKS AND RECORDS; DELIVERY OF
DOCUMENTS; CLOSING CONDITIONS.................................12
Section 2.01. Agreement to Purchase; Purchase Price; Mortgage and
Servicing Files.......................................12
Section 2.02. Books and Records; Transfers of Mortgage Loans........13
Section 2.03. Custodial Agreement; Delivery of Documents............14
Section 2.04. Closing Conditions....................................15
ARTICLE III REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH................16
Section 3.01. Seller Representations and Warranties.................16
Section 3.02. Purchasers' Representations and Warranties............17
Section 3.03. Representations and Warranties Regarding Individual
Mortgage Loans........................................18
Section 3.04. Repurchase............................................18
Section 3.05. Repurchase of Mortgage Loans With First Payment
Defaults..............................................19
Section 3.06. Purchase Price Protection.............................20
Section 3.07. Review of Mortgage Loans..............................20
ARTICLE IV SELLER TO COOPERATE................................................21
Section 4.01. Actions of Servicer...................................21
Section 4.02. Cooperation...........................................21
ARTICLE V THE SELLER..........................................................21
Section 5.01. Indemnification; Third Party Claims...................21
ARTICLE VI WHOLE LOAN TRANSFERS AND SECURITIZATION TRANSACTIONS...............22
Section 6.01. Removal of Mortgage Loans from Inclusion Under
this Agreement........................................22
ARTICLE VII MISCELLANEOUS PROVISIONS..........................................23
Section 7.01. Amendment.............................................23
Section 7.02. Governing Law.........................................23
Section 7.03. Duration of Agreement.................................23
Section 7.04. Notices...............................................23
Section 7.05. Severability of Provisions............................24
Section 7.06. Relationship of Parties...............................24
Section 7.07. Execution; Successors and Assigns; Counterparts.......25
Section 7.08. Recordation of Assignments of Mortgage................25
Section 7.09. Assignment by Purchaser...............................25
Section 7.10. Solicitation of Mortgagor.............................25
i
{PAGE}
Section 7.11. Further Agreements....................................26
Section 7.12. Confidential Information..............................26
Section 7.13. Exhibits..............................................27
Section 7.14. General Interpretive Principles.......................27
Section 7.15. Reproduction of Documents.............................27
Section 7.16. Purchase Price and Terms Letter.......................28
EXHIBITS
Exhibit A Mortgage Loan Documents
Exhibit B Custodial Agreement
Exhibit C Form of Assignment, Assumption and Recognition Agreement
Exhibit D Representations and Warranties Regarding Individual
Mortgage Loans
Exhibit E Form of Memorandum of Sale
Exhibit F Regulation AB Compliance Addendum
ii
{PAGE}
FLOW SALE AGREEMENT, dated as of November 1, 2006 (as amended, restated,
supplemented or otherwise modified and in effect from time to time, this
"Agreement"), is made by and among LUMINENT MORTGAGE CAPITAL, INC., MERCURY
MORTGAGE FINANCE STATUTORY TRUST, MAIA MORTGAGE FINANCE STATUTORY TRUST, as
purchasers (collectively, the "Purchasers", and individually, as the purchaser
of any Mortgage Loan (defined below) hereunder, the "Purchaser"), and LEHMAN
CAPITAL, A DIVISION OF BROTHERS HOLDINGS INC., as seller (the "Seller").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, among other things, the Seller is in the business of selling
residential first and second lien fixed and adjustable rate mortgage loans; and
WHEREAS, each Purchaser has agreed to purchase from time to time from the
Seller and the Seller has agreed to sell from time to time to such Purchaser
first and second lien fixed and adjustable rate mortgage loans; and
WHEREAS, the Mortgage Loans will be sold by the Seller and purchased by the
Purchaser as pools or groups of whole loans, servicing retained (each, a
"Mortgage Loan Package") on the various Closing Dates as provided herein; and
WHEREAS, each of the Mortgage Loans will be secured by a mortgage, deed of
trust or other security instrument creating a first or second lien on a
residential dwelling located in the jurisdiction indicated on the related
Mortgage Loan Schedule for the related Mortgage Loan Package, which will be
annexed to a Memorandum of Sale on the related Closing Date; and
WHEREAS, each Mortgage Loan Package will initially be serviced by Aurora
Loan Services LLC, pursuant to a Servicing Agreement, dated as of November 1,
2006 by and among the Seller, the Purchasers and Aurora Loan Services LLC; and
WHEREAS, following any purchase of the Mortgage Loans from the Seller, the
Purchaser may desire to sell some or all of the Mortgage Loans to one or more
purchasers as a whole loan transfer, agency transfer or a public or private,
rated or unrated mortgage securitization transaction.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, each of the Purchasers and the Seller agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the content
otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those
mortgage servicing practices and procedures (including collection procedures)
(i) of prudent mortgage lending institutions which service mortgage loans of the
-1-
{PAGE}
same type as such Mortgage Loans in the jurisdiction where the related Mortgaged
Property is located, (ii) that comply with applicable federal, state and local
law and (iv) that, where applicable, are in accordance with the Fannie Mae
Guides in all material respects.
Adjustable Rate Mortgage Loan: A Mortgage Loan that contains a provision
pursuant to which the Mortgage Interest Rate is adjusted periodically.
Agreement: As defined in the introductory paragraph hereof.
ALTA: The American Land Title Association or any successor thereto.
Anti-Money Laundering Laws: As defined in paragraph (ff) of Exhibit D.
Appraisal: A written appraisal of a Mortgaged Property made by a Qualified
Appraiser, which appraisal must be written, in form and substance, to Fannie Mae
and Freddie Mac standards, and satisfy the requirements of Title XI of the
Financial Institution, Reform, Recovery and Enforcement Act of 1989 and the
regulations promulgated thereunder, in effect as of the date of the appraisal.
Appraised Value: The value set forth in an appraisal made in connection
with the origination of the related Mortgage Loan as the value of the Mortgaged
Property.
Approved Flood Policy Insurer: An insurer that meets the guidelines of the
Federal Insurance Administration.
Assignment, Assumption and Recognition Agreement: The agreement
substantially in the form of Exhibit C attached hereto.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer
or equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect the
sale of the Mortgage to the Purchaser.
BPO: A broker's price opinion with respect to a Mortgaged Property.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on
which banking and savings and loan institutions in the State of New York,
Colorado, Nebraska or the state in which the Seller's servicing operations are
located are authorized or obligated by law or executive order to be closed.
Buydown Agreement: An agreement which provides for the application of
Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, an amount held by
the servicer of such Buydown Mortgage Loan in order to enable the Mortgagor to
reduce the portion of each Monthly Payment required to be made from the
Mortgagor's funds.
Buydown Mortgage Loan: Any Mortgage Loan that is subject to a Buydown
Agreement.
-2-
{PAGE}
Buydown Period: The period of time when a Buydown Agreement is in effect
with respect to a related Buydown Mortgage Loan.
Closing Date: With respect to a Mortgage Loan Package, the date or dates,
set forth in the related Memorandum of Sale, on which the Purchaser will
purchase and the Seller will sell the Mortgage Loans identified therein.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time or any successor statute thereto, and applicable U.S. Department of the
Treasury regulations issued pursuant thereto.
Combined Loan-to-Value Ratio or CLTV: With respect to any Second Lien
Mortgage Loan, the sum of the original principal balance of such Second Lien
Mortgage Loan and the outstanding principal balance, as of the date of
origination of the Second Lien Mortgage Loan, of any mortgage loan which is
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