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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
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TABLE OF CONTENTS
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
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...................................................... 7
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 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 and Norwest Bank Minnesota,
National Association, as Trustee (the "Trustee").
W I T N E S S E T H:
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WHEREAS, pursuant to each of the Amended and Restated Sale, Warranties and
Servicing Agreements, each dated as of April 1, 1998 (each, a "Sale and
Servicing Agreement"), between Xxxxxx Capital and Boston Safe Deposit and Trust
Company ("The Boston Company"), The Boston Company sold to Xxxxxx Capital, and
Xxxxxx Capital purchased from The Boston Company, certain mortgage loans
identified on the Mortgage Loan Schedule attached hereto as Schedule A (the
"Mortgage Loans"), and The Boston Company agreed to service such Mortgage Loans
according to the provisions thereof;
WHEREAS, pursuant to each Sale and Servicing Agreement, the parties thereto
agreed that, following the execution of such agreement, Xxxxxx Capital would (i)
sell the Mortgage Loans to the Depositor, and (ii) assign all of its rights and
interest under each Sale and Servicing Agreement (other than its rights under
Section 11.12 of each Sale and Servicing Agreement thereof), and delegate all of
its obligations thereunder, to the Depositor, as if the Depositor had been a
party to each Sale and Servicing Agreement;
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; and
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 each Sale and Servicing Agreement (other than
its rights under Section 11.12 of each Sale and Servicing Agreement thereof),
and to delegate all of its obligations thereunder, to the Depositor.
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 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 $216,566,808.48. Such conveyance includes, without limitation,
the right to all distributions of principal and interest received on or with
respect to the Mortgage Loans on and 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, any Additional Collateral and any proceeds of the foregoing.
Concurrently with the execution and delivery of this Agreement, Xxxxxx
Capital hereby assigns to the Depositor all of its rights and interest under
each Sale and Servicing Agreement (other than its rights under Section 11.12 of
each Sale and Servicing Agreement), and delegates to the Depositor all of its
obligations under each Sale and Servicing Agreement. Concurrently with the
execution hereof, the Depositor tenders the purchase price of $216,566,808.48
(including accrued interest). The Depositor hereby accepts such assignment and
delegation, and shall be entitled to exercise all such rights of Xxxxxx Capital
under each Sale and Servicing Agreement, as if the Depositor had been a party to
each Sale and Servicing Agreement.
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 applicable Sale and
Servicing Agreement.
(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 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 (the "Custodian"), as custodian for the
Depositor. The Custodian is required to review, within 45 days following the
Closing Date, the 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) 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 The Boston Company with respect
to the related Mortgage Loans in the applicable Sale and Servicing Agreement
were made as of the date specified in the applicable Sale and Servicing
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
The Boston Company under the applicable Sale and Servicing 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 The Boston Company 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 or conditions that arise or events that occur subsequent to the date as of
which the representation and warranties with respect to the related Mortgage
Loans in the Sale and Servicing Agreements were made, and which do not
constitute a breach of any representation or warranty made by The Boston Company
in Section 3.02 of the applicable Sale and Servicing 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 Boston Company in Section 3.02 of the
applicable Sale and Servicing Agreement, without regard to whether The Boston
Company 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. All individual insurance polices contain a standard mortgagee
clause naming The Boston Company and its successors and assigns as mortgagee,
and all premiums thereon have been paid. 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 encumbrance,
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. ss.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 Boston Company under Section 3.02 of the applicable Sale and
Servicing 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 Nature 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 Agreement. 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: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
STRUCTURED ASSET SECURITIES CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Authorized Signatory
SCHEDULE A
MORTGAGE LOAN SCHEDULE
