EXECUTION
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 March 1, 1998
TABLE OF CONTENTS
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
Section Page
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1.01. Sale of Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . 2
1.02. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . 2
1.03. Review of Documentation . . . . . . . . . . . . . . . . . . . . . 2
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 . . . . . . . . . . . . . 7
2.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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 March, 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 March 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, a Division of Xxxxxx
Brothers Holdings, Inc., and Option One Mortgage Corporation;
2. Seller's Warranties and Servicing Agreement, dated as of
January 23, 1998, between Xxxxxx Capital and Option One Mortgage
Corporation;
3. Assignment, Assumption and Recognition Agreement, dated
December 13, 1997, 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;
4. Purchase and Warranties Agreement, dated as of October 1,
1997, between Xxxxxx Capital and Long Beach Mortgage Company;
5. Purchase and Warranties Agreement, dated as of December
1, 1997, between Xxxxxx Capital and Long Beach Mortgage Company;
6. Mortgage Loan Purchase and Warranties Agreement, date as
of January 23, 1998, between Xxxxxx Capital and Chase Manhattan
Mortgage Corporation.
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. Sale of Mortgage Loans. Concurrently with the
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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 $769,725,543.18.
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 March 1, 1998 (other than payments of prepaid and interest due
before 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 $769,725,543.18. 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
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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 Documentation. The Depositor, by execution
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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 First Trust National Association or Chase Bank of Texas, N.A., as
applicable, as custodian (each a "Custodian") for the Depositor.
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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. Representations and Warranties of Xxxxxx Capital. (a)
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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;
(ii) 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;
(iii) 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;
(iv) 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;
(vi) 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;
(vii) 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;
(viii) 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;
(ix) 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
(xi) Each Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G of the Code and Treas. Reg. Section1.860G-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
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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
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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 Nature of Agreement; Assignment. This
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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
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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
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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
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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
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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 Agreement. Nothing in this Agreement,
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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
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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:
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Name:
Title:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
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Name:
Title:
SCHEDULE A
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MORTGAGE LOAN SCHEDULE
