EXECUTION
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XXXXXX CAPITAL, A DIVISION OF XXXXXX BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
ASSISTANCE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of February 1, 2002
Structured Asset Securities Corporation
(Pass-Through Certificates, Series 2002-AL1)
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Table of Contents
Page
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ARTICLE I CONVEYANCE OF MORTGAGE LOANS.................................................................1
SECTION 1.01. SALE OF MORTGAGE LOANS....................................................................1
SECTION 1.02. DELIVERY OF DOCUMENTS.....................................................................2
SECTION 1.03. REVIEW OF DOCUMENTATION...................................................................2
SECTION 1.04. REPRESENTATIONS AND WARRANTIES OF XXXXXX CAPITAL..........................................3
SECTION 1.05. GRANT CLAUSE..............................................................................7
SECTION 1.06. ASSIGNMENT BY DEPOSITOR...................................................................7
ARTICLE II. MISCELLANEOUS PROVISIONS.....................................................................7
SECTION 2.01. BINDING NATURE OF AGREEMENT; ASSIGNMENT...................................................7
SECTION 2.02. ENTIRE AGREEMENT..........................................................................7
SECTION 2.03. AMENDMENT.................................................................................7
SECTION 2.04. GOVERNING LAW.............................................................................8
SECTION 2.05. SEVERABILITY OF PROVISIONS................................................................8
SECTION 2.06. INDULGENCES; NO WAIVERS...................................................................8
SECTION 2.07. HEADINGS NOT TO AFFECT INTERPRETATION.....................................................9
SECTION 2.08. BENEFITS OF AGREEMENT.....................................................................9
SECTION 2.09. COUNTERPARTS..............................................................................9
SCHEDULE A: ASSISTANCE LOAN SCHEDULE
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This ASSISTANCE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
February 1, 2002 (the "Agreement"), is executed by and between Xxxxxx Capital, A
Division of Xxxxxx Brothers Holdings Inc. ("Xxxxxx Capital"), and Structured
Asset Securities Corporation (the "Depositor").
All capitalized terms not defined herein shall have the same meanings
assigned to such terms in that certain Trust Agreement (the "Trust Agreement"),
dated as of February 1, 2002, between the Depositor and Xxxxx Fargo Bank
Minnesota, National Association, as trustee (the "Trustee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Loan Sale Agreement (SBA Loan Sale #3) dated
December 7, 2000 (the "Transfer Agreement"), between the United States Small
Business Administration (the "SBA"), as seller, and Xxxxxx Capital, as
purchaser, Xxxxxx Capital has purchased or received from the SBA, certain
secured and unsecured loans originated under the SBA's Disaster Assistance Loan
Program (the "Assistance Loans");
WHEREAS, Xxxxxx Capital is a party to a servicing agreement dated
February 1, 2002, between Xxxxxx Capital, as a seller, Xxxxxx Brothers Bank,
FSB, as a seller and Aurora Loan Services Inc. ("Aurora"), as servicer (the
"Servicing Agreement") pursuant to which the Assistance Loans will be serviced
by the Servicer;
WHEREAS, Xxxxxx Capital desires to sell (on a servicing retained
basis), without recourse, all of its rights, title and interest in and to the
Assistance Loans (exclusive of any Retained Interest on such Assistance Loans)
to the Depositor, to assign all of its rights and interest under the Transfer
Agreement and the Servicing Agreement, 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 Assistance 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 ASSISTANCE LOANS
Section 1.01. Sale of Assistance 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 (on a servicing
retained basis), without recourse, subject to Sections 1.03 and 1.04, all the
right, title and interest of Xxxxxx Capital in and to the Assistance Loans
(exclusive of any Retained Interest on such Assistance Loans) identified on
Schedule A hereto, having an aggregate principal balance as of the Cut-off Date
of $758,139,830.96. Such conveyance includes, without limitation, the right to
all distributions of principal and interest received on or with respect to the
Assistance Loans on or after February 1, 2002, other than any amounts
representing Retained Interest, 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 Assistance Loans, and Xxxxxx Capital's security interest in any
collateral pledged to secure the Assistance 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 Agreement and the Servicing Agreement, other than (i) any right to
receive Retained Interest and (ii) any servicing rights retained pursuant to the
provisions of such Transfer Agreement or Servicing Agreement, to the extent
relating to the Assistance Loans. Concurrently with the execution hereof, the
Depositor tenders the purchase price of $758,139,830.96. The Depositor hereby
accepts such assignment, and shall be entitled to exercise all such rights of
Xxxxxx Capital under the Transfer Agreement and the Servicing Agreement as if
the Depositor had been a party to each such agreement.
Section 1.02. Delivery of Documents.
(a) In connection with such transfer and assignment of the
Assistance 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 Assistance Loan (each an "Assistance Loan File") so transferred
and assigned, as specified in the Transfer Agreement or the Servicing Agreement.
(b) For Assistance 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 Assistance Loan 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 Assistance Loan Files pertaining to
the Assistance Loans listed on the Assistance Loan Schedule, subject to review
thereof by LaSalle Bank N.A. and U.S. Bank National Association, in each case as
custodian (each a "Custodian" and together, the "Custodians"), for the
applicable Assistance Loans for the Depositor. The Custodian is required to
review, within 45 days following the Closing Date, each applicable Assistance
Loan File. If in the course of such review the Custodian identifies any Material
Defect, Xxxxxx Capital shall be obligated to cure such defect or to repurchase
the related Assistance 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 Assistance 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.
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Section 1.04. Representations and Warranties of Xxxxxx Capital.
(a) Xxxxxx Capital hereby represents and warrants to the Depositor
that as of the Closing Date:
(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.
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(b) The representations and warranties of the SBA in the Transfer
Agreement with respect to the Assistance Loans were made as of the date of
transfer under such Transfer Agreement. To the extent that any fact, condition
or event with respect to an Assistance Loan constitutes a breach of both (i) a
representation or warranty of the SBA under the 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 the SBA 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 SBA in the 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 Assistance Loans if the fact, condition or event
constituting such breach also constitutes a breach of a representation or
warranty made by the SBA in the Transfer Agreement, without regard to whether
the SBA fulfills its contractual obligations in respect of such representation
or warranty; provided, however, that if the SBA fulfills its obligations under
the provisions of the Transfer Agreement by substituting for the affected
Assistance Loan an Assistance loan which is not a Qualifying Substitute
Assistance Loan, Xxxxxx Capital shall, in exchange for such substitute
Assistance loan, provide the Depositor (a) with the applicable Purchase Price
for the affected Assistance Loan or (b) within the two year period following the
Closing Date, with a Qualified Substitute Assistance Loan for such affected
Assistance Loan.
Subject to the foregoing, Xxxxxx Capital represents and warrants upon
delivery of the Assistance Loans to the Depositor hereunder, as to each, that as
of the Closing Date:
(i) The information set forth with respect to the Assistance
Loans on the Assistance Loan Schedule provides an accurate listing of the
Assistance Loans, and the information with respect to each Assistance Loan on
the Assistance 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 (other than delinquency in payment)
in complying with the terms of any Mortgage or security agreement, 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 Assistance Loan, the Mortgaged Property was either (i) 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) or (ii)
not in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards but sustained flood damage
necessitating the Assistance Loan, 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 Obligor thereunder to maintain the hazard insurance policy
at the Obligor's cost and expense, and on the Obligor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance at
such Obligor's cost and expense, and to seek reimbursement therefor from the
Obligor. Where required by state law or regulation, each Obligor 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.
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(iv) Each Mortgage or Security Agreement has not been
satisfied, cancelled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property or collateral has not been released from the lien of the
Mortgage or the security agreement, in whole or in part, nor has any instrument
been executed that would effect any such release, cancellation, subordination or
rescission;
(v) Each Mortgage or Security Agreement evidences a valid,
subsisting, enforceable and perfected lien on the related Mortgaged Property or
collateral of the specified priority (including all improvements on the
Mortgaged Property or to the collateral). 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 an Assistance Loan establishes a
valid, subsisting and enforceable 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
Assistance Loans to the Depositor, Xxxxxx Capital was the sole owner of record
and holder of each Assistance Loan, and Xxxxxx Capital had good and marketable
title thereto, and has full right to transfer and sell each Assistance 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
Assistance 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 specified priority of the 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;
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(viii) To the best of Xxxxxx Capital's knowledge, no
foreclosure action is being threatened or commenced with respect to any
Assistance 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 and other collateral is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty since the origination of the related Assistance Loan,
so as to have a material adverse effect on the value of the related Mortgaged
Property or collateral as security for the related Assistance 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 or Collateral which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage or Security Agreement;
(x) Each Assistance Loan was originated by the United States
Small Business Administration;
(xi) Any and all requirements of any federal, state or local
law, including, without limitation, usury, truth-in-lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to each Assistance Loan have been complied with; and
(xii) Each Assistance Loan is a "permitted asset" within the
meaning of Section 860L(c) of the Code.
It is understood and agreed that the representations and warranties set
forth in Section 1.04(b) herein shall survive delivery of the Assistance Loan
Files and the Assignment of each Assistance 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 Assistance Loan and that does not also constitute a
breach of a representation or warranty of the SBA in the 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
Assistance 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 Assistance Loan for the
affected Assistance Loan.
Section 1.05. Grant Clause. It is intended that the conveyance of
Xxxxxx Capital's right, title and interest in and to Assistance 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 Assistance 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
Assistance 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.
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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. 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 or mistake, (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 FASIT 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).
(a) 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 Assistance 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
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 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.
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(b) 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.
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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/ Xxxxxxx Labanowksi
-------------------------------------
Name: Xxxxxxx Labanowksi
Title: Authorized Signatory
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE A
ASSISTANCE LOAN SCHEDULE
[To be Retained at the Washington, D.C. office of XxXxx Xxxxxx LLP]