XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of April 1, 1998
TABLE OF CONTENTS
Section Page
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
1.01. Sale of Mortgage Loans..................................... 2
1.02. Delivery of Documents...................................... 3
1.03. Review of Documentation.................................... 3
1.04. Representations and Warranties of Xxxxxx Capital........... 3
1.05. Grant Clause............................................... 7
1.06. Assignment by Depositor.................................... 7
ARTICLE II
MISCELLANEOUS PROVISIONS
2.01. Binding Nature of Agreement; Assignment.................... 8
2.02. Entire Agreement........................................... 8
2.03. Amendment.................................................. 8
2.04. Governing Law.............................................. 9
2.05. Severability of Provisions................................. 9
2.06. Indulgences; No Waivers.................................... 9
2.07. Headings Not to Affect Interpretation...................... 9
2.08. Benefits of Agreement...................................... 9
2.09. Counterparts............................................... 9
SCHEDULES
SCHEDULE A Mortgage Loan Schedule
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT is executed by and
between Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc. ("Xxxxxx
Capital"), and Structured Asset Securities Corporation (the "Depositor"),
dated as of the 1st day of April, 1998.
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 April 1, 1998, between the Depositor, Norwest Bank
Minnesota, N.A., as Master Servicer and First Union National Bank, as Trustee
(the "Trustee").
W I T N E S S E T H:
WHEREAS, pursuant to the following specified mortgage loan transfer
agreements (each a "Transfer Agreement", and together the "Transfer
Agreements"), Xxxxxx Capital has purchased from certain transferors (each a
"Transferor", and together the "Transferors"), certain mortgage loans
identified on the Mortgage Loan Schedule attached hereto as Exhibit A:
1. Seller's Warranties and Servicing Agreement, dated as of January
23, 1998, between Xxxxxx Capital and Option One Mortgage
Corporation;
2. Assignment, Assumption and Recognition Agreement, dated January
29, 1998, among DLJ Mortgage Capital, Inc. ("DLJ"), Xxxxxx Capital,
BNC Mortgage, Inc. ("BNC") and Temple-Inland Mortgage Corporation
pursuant to which DLJ transferred and assigned all of its right,
title and interest in the Master Mortgage Loan Purchase Agreement,
dated as of October 31, 1995, between DLJ, as purchaser, and BNC, as
seller;
3. Purchase and Warranties Agreement, dated as of October 1, 1997,
between Xxxxxx Capital and Long Beach Mortgage Company;
4. Purchase and Warranties Agreement, dated as of December 1, 1997,
between Xxxxxx Capital and Long Beach Mortgage Company;
5. Mortgage Loan Purchase and Warranties Agreement, date as of
February 22, 1998, between Xxxxxx Capital and Chase Manhattan
Mortgage Corporation;
6. Mortgage Loan Purchase and Warranties Agreement, dated as of
February 1, 1998, between Xxxxxx Capital and Pan American Bank, FSB;
and
7. Mortgage Loan Purchase and Warranties Agreement, dated as of
February 1, 1998, between Xxxxxx Capital and Life Bank.
WHEREAS, each Transfer Agreement permits the purchaser to assign its
rights and interests in such agreement and to delegate its obligations
thereunder;
WHEREAS, Xxxxxx Capital desires to sell, without recourse, all of its
right, title and interest in the Mortgage Loans to the Depositor, to assign
all of its rights and interest under the Transfer Agreements, and to delegate
all of its obligations thereunder, to the Depositor; and
WHEREAS, Xxxxxx Capital and the Depositor acknowledge and agree that the
Depositor will assign all of its rights and delegate all of its obligations
hereunder to the Trustee, 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, Xxxxxx Capital and the Depositor agree as
follows:
ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Sales of Mortgage Loan. Concurrently with the execution and
delivery of this Agreement, Xxxxxx Capital does hereby transfer, assign, set
over, deposit with and otherwise convey to the Depositor, without recourse,
all the right, title and interest of Xxxxxx Capital in and to the Mortgage
Loans identified on Schedule A hereto, having an aggregate principal balance
as of the Cut-off Date of $759,131,604.23. 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 April 1, 1998 (other than
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
Xxxxxx Capital'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, Xxxxxx Capital's rights under any
Insurance Policies related to the Mortgage Loans, and Xxxxxx Capital's
security interest in any collateral pledged to secure the Mortgage Loans,
including the Mortgaged Properties and any Additional Collateral.
Concurrently with the execution and delivery of this Agreement, Xxxxxx
Capital hereby assigns to the Depositor all of its rights and interest under
the Transfer Agreements, and delegates to the Depositor all of its obligations
thereunder. Concurrently with the execution hereof, the Depositor tenders the
purchase price of $804,010,843.22. The Depositor hereby accepts such
assignment and delegation, and shall be entitled to exercise all such rights
of Xxxxxx Capital under the Transfer Agreements, as if the Depositor had been
a party to the Transfer Agreements.
Section 1.02. Delivery of Documents. (a) In connection with such transfer
and assignment of the Mortgage Loans hereunder, Xxxxxx Capital does hereby
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 Transfer Agreements.
(b) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, Xxxxxx Capital, 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 account maintained by the Servicer for such purpose have been
so deposited.
Section 1.03. Review of Documents. 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 U.S. Bank Trust, National Association, Norwest Bank Minnesota, N.A. or
Chase Bank of Texas, N.A., as applicable, as custodian (each a "Custodian")
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 a Custodian identifies any Material Defect, Xxxxxx Capital shall
be obligated to cure such 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 Representative and Warranties of Lehnan Capital. (a) Xxxxxx
Capital hereby represents and warrants to the Depositor that as of the date
hereof that:
(i) Xxxxxx Capital 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;
(i) the execution and delivery by Xxxxxx Capital of this
Agreement have been duly authorized by all necessary corporate action on the
part of Xxxxxx Capital; neither the execution and delivery of this Agreement,
nor the consummation of the transactions herein contemplated, nor compliance
with the provisions hereof, 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 Xxxxxx Capital or its
properties or the certificate of incorporation or bylaws of Xxxxxx Capital;
(ii) the execution, delivery and performance by Xxxxxx Capital
of this Agreement and the consummation of the transactions contemplated hereby
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;
(iii) this Agreement has been duly executed and delivered by Xxxxxx
Capital and, assuming due authorization, execution and delivery by the
Depositor, constitutes a valid and binding obligation of Xxxxxx Capital
enforceable against it in accordance with its 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 Xxxxxx Capital, threatened or likely to be asserted
against or affecting Xxxxxx Capital, before or by any court,
administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by this Agreement or
(B) with respect to any other matter which in the judgment of Xxxxxx
Capital will be determined adversely to Xxxxxx Capital and will if
determined adversely to Xxxxxx Capital 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.
(b) The representations and warranties of each Transferor with
respect to the 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 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 Xxxxxx Capital
under this Agreement, the only right or remedy of the Depositor shall be the
right to enforce the obligations of such Transferor under any applicable
representation or warranty made by it. The Depositor acknowledges and agrees
that the representations and warranties of Xxxxxx Capital in this Section
1.04(b) 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. Xxxxxx Capital shall have no
obligation or liability with respect to any breach of a representation or
warranty made by it with respect to the 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. Subject
to the foregoing, Xxxxxx Capital represents and warrants upon delivery of the
Mortgage Loans to the Depositor hereunder, as to each, that:
(i) The information set forth with respect to the Mortgage Loans on
the Mortgage Loan Schedule provides an accurate listing of the
Mortgage Loans, and the information with respect to each Mortgage
Loan on the Mortgage Loan Schedule is true and correct in all
material respects at the date or dates respecting which such
information is given;
(ii) There are no defaults in complying with the terms of any
Mortgage, and Xxxxxx Capital has no notice as to any taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing but which have
not been paid;
(iii) Except in the case of Cooperative Loans, each Mortgage
requires all buildings or other improvements on the related Mortgaged Property
to be insured by a generally acceptable insurer against loss by fire, hazards
of extended coverage and such other hazards as are customary in the area where
the related Mortgaged Property is located pursuant to insurance policies
conforming to the requirements of the guidelines of FNMA or FHLMC. If upon
origination of the Mortgage Loan, the Mortgaged Property was in an area
identified in the Federal Register by the Federal Emergency Management Agency
as having special flood hazards (and such flood insurance has been made
available) a flood insurance policy meeting the requirements of the current
guidelines of the Federal Flood Insurance Administration is in effect which
policy conforms to the requirements of the current guidelines of the Federal
Flood Insurance Administration. Each Mortgage obligates the related Mortgagor
thereunder to maintain the hazard insurance policy at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at such Mortgagor's cost and
expense, and to seek reimbursement therefor from the Mortgagor. Where required
by state law or regulation, each Mortgagor has been given an opportunity to
choose the carrier of the required hazard insurance, provided the policy is
not a "master" or "blanket" hazard insurance policy covering the common
facilities of a planned unit development. The hazard insurance policy is the
valid and binding obligation of the insurer, is in full force and effect, and
will be in full force and effect and inure to the benefit of the Depositor
upon the consummation of the transactions contemplated by this Agreement.
(iv) Each Mortgage has not been satisfied, cancelled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part, nor has
any instrument been executed that would effect any such release, cancellation,
subordination or recision;
(v) Each Mortgage evidences a valid, subsisting, enforceable and
perfected first lien on the related Mortgaged Property (including
all improvements on the Mortgaged Property). The lien of the
Mortgage is subject only to: (1) liens of current real property
taxes and assessments not yet due and payable and, if the related
Mortgaged Property is a condominium unit, any lien for common
charges permitted by statute, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of public
record as of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the related
Mortgaged Property is located and specifically referred to in the
lender's Title Insurance Policy or attorney's opinion of title and
abstract of title delivered to the originator of such Mortgage Loan,
and (3) such other matters to which like properties are commonly
subject which do not, individually or in the aggregate, materially
interfere with the benefits of the security intended to be provided
by the Mortgage. Any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee in
connection with, a Mortgage Loan establishes a valid, subsisting and
enforceable first lien on the property described therein and the
Depositor has full right to sell and assign the same to the Trustee;
(v) Immediately prior to the transfer and assignment of the
Mortgage Loans to the Depositor, Xxxxxx Capital was the sole owner of record
and holder of each Mortgage Loan, and Xxxxxx Capital had good and marketable
title thereto, and has full right to transfer and sell each Mortgage Loan to
the Depositor free and clear, except as described in paragraph (v) above, of
any incumbrance, equity, participation interest, lien, pledge, charge, claim
or security interest, and has full right and authority, subject to no interest
or participation of, or agreement with, any other party, to sell and assign
each Mortgage Loan pursuant to this Agreement;
(vi) Each Mortgage Loan other than any Cooperative Loan is
covered by either (i) an attorney's opinion of title and abstract of title the
form and substance of which is generally acceptable to mortgage lending
institutions originating mortgage loans in the locality where the related
Mortgaged Property is located or (ii) an ALTA mortgagee Title Insurance Policy
or other generally acceptable form of policy of insurance, issued by a title
insurer qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring the originator of the Mortgage Loan, and its
successors and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan (subject only to the exceptions
described in paragraph (v) above. If the Mortgaged Property is a condominium
unit located in a state in which a title insurer will generally issue an
endorsement, then the related Title Insurance Policy contains an endorsement
insuring the validity of the creation of the condominium form of ownership
with respect to the project in which such unit is located. With respect to any
Title Insurance Policy, the originator is the sole insured of such mortgagee
Title Insurance Policy, such mortgagee Title Insurance Policy is in full force
and effect and will inure to the benefit of the Depositor upon the
consummation of the transactions contemplated by this Agreement, no claims
have been made under such mortgagee Title Insurance Policy and no prior holder
of the related Mortgage, including Xxxxxx Capital, has done, by act or
omission, anything that would impair the coverage of such mortgagee Title
Insurance Policy;
(vii) To the best of Xxxxxx Capital's knowledge, no foreclosure
action is being threatened or commenced with respect to any Mortgage Loan.
There is no proceeding pending for the total or partial condemnation of any
Mortgaged Property (or, in the case of a Cooperative Loan, the related
cooperative unit) and each such property is undamaged by waste, fire,
earthquake or earth movement, windstorm, flood, tornado or other casualty, so
as to have a material adverse effect on the value of the related Mortgaged
Property as security for the related Mortgage Loan or the use for which the
premises were intended;
(viii) There are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding
that under the law could give rise to such liens) affecting the related
Mortgaged Property which are or may be liens prior to, or equal or coordinate
with, the lien of the related Mortgage;
(x) Each Mortgage Loan was originated by a savings and loan
association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by
a Federal or State authority, or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203
and 211 of the National Housing Act; and
(ix) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg. Section 1.860G-2.
It is understood and agreed that the representations and warranties set
forth herein survive delivery of the Mortgage Files and the Assignment of
Mortgage of each Mortgage Loan to the Depositor. Upon discovery by either
Xxxxxx Capital or the Depositor of a breach of any of the foregoing
representations and warranties that adversely and materially affects the value
of the related Mortgage Loan, and that does not also constitute a breach of a
representation or warranty of the related Transferor in the applicable
Transfer Agreement, the party discovering such breach shall give prompt
written notice to the other party. Within 60 days of the discovery of any such
breach, Xxxxxx Capital shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in
respect thereof from the Depositor at the applicable Purchase Price or (c)
within the two year period following the Closing Date, substitute a Qualifying
Substitute Mortgage Loan for the affected Mortgage Loan.
Section 1.05. Grant Clause. It is intended that the conveyance of Xxxxxx
Capital's right, title and interest in and to Mortgage Loans and other
property conveyed pursuant to this Agreement shall constitute, and shall be
construed as, a sale of such property and not a grant of a security interest
to secure a loan. However, if such conveyance is deemed to be in respect of a
loan, it is intended that: (1) the rights and obligations of the parties shall
be established pursuant to the terms of this Agreement; (2) Xxxxxx Capital
hereby grants to the Depositor a first priority security interest in all of
Xxxxxx Capital's right, title and interest in, to and under, whether now owned
or hereafter acquired, such Mortgage Loans and other property; and (3) this
Agreement shall constitute a security agreement under applicable law.
Section 1.06. Assignment by Depositor. The Depositor shall have the right,
upon notice to but without the consent of Xxxxxx Capital, to assign, in whole
or in part, its interest under this Agreement with respect to the Mortgage
Loans to the Trustee, and the Trustee then shall succeed to all rights of the
Depositor under this Agreement. All references to the Depositor in this
Agreement shall be deemed to include its assignee or designee, specifically
including the Trustee.
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Natuare of Agreement; Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
Section 2.02. Entire Agreement. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter
hereof. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms
hereof.
Section 2.03. Amendment. (a) This Agreement may be amended from time to
time by Xxxxxx Capital and the Depositor, without notice to or the consent of
any of the Holders, (i) to cure any ambiguity, (ii) to cause the provisions
herein to conform to or be consistent with or in furtherance of the statements
made with respect to the Certificates, the Trust Fund, the Trust Agreement or
this Agreement in any Offering Document; or to correct or supplement any
provision herein which may be inconsistent with any other provisions herein,
(iii) to make any other provisions with respect to matters or questions
arising under this Agreement or (iv) to add, delete, or amend any provisions
to the extent necessary or desirable to comply with any requirements imposed
by the Code and the REMIC Provisions. No such amendment effected pursuant to
clause (iii) of the preceding sentence shall adversely affect in any material
respect the interests of any Holder. Any such amendment shall be deemed not to
adversely affect in any material respect any Holder, if the Trustee receives
written confirmation from each Rating Agency that such amendment will not
cause such Rating Agency to reduce the then current rating assigned to the
Certificates (and any Opinion of Counsel requested by the Trustee in
connection with any such amendment may rely expressly on such confirmation as
the basis therefor).
(b) This Agreement may also be amended from time to time by Xxxxxx
Capital and the Depositor with the consent of the Holders of not less than
66-2/3% of the Class Certificate Principal Amount (or Percentage Interest) of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders;
provided, however, that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without, the consent of the
Holder of such Certificate or (ii) reduce the aforesaid percentages of Class
Certificate Principal Amount (or Percentage Interest) of Certificates of each
Class, the Holders of which are required to consent to any such amendment
without the consent of the Holders of 100% of the Class Certificate Principal
Amount (or Percentage Interest) of each Class of Certificates affected
thereby. For purposes of this paragraph, references to "Holder" or "Holders"
shall be deemed to include, in the case of any Class of Book-Entry
Certificates, the related Certificate Owners.
(c) It shall not be necessary for the consent of Holders under this
Section 2.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations
as the Trustee may prescribe.
Section 2.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
Section 2.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.
Section 2.06. Indulgences; No Waivers. Neither the failure nor any delay
on the part of a party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other
or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.
Section 2.07. Headings Not to Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and they
shall not be used in the interpretation hereof.
Section 2.08. Benefits of Agreements. Nothing in this Agreement, express
or implied, shall give to any Person, other than the parties to this Agreement
and their successors hereunder, any benefit or any legal or equitable right,
power, remedy or claim under this Agreement.
Section 2.09. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Xxxxxx Capital and the Depositor have caused
their names to be signed hereto by their respective duly authorized officers
as of the date first above written.
XXXXXX CAPITAL, A DIVISION OF
XXXXXX BROTHERS HOLDINGS INC.
By:_______________________________
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
STRUCTURED ASSET SECURITIES
CORPORATION
By: ______________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Authorized Signatory
SCHEDULE A
MORTGAGE LOAN SCHEDULE
