EXECUTION COPY
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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 January 1, 2002
Structured Asset Securities Corporation
(Mortgage Pass-Through Certificates, Series 2002-1A)
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TABLE OF CONTENTS
Page
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ARTICLE I.
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Sale of Mortgage Loans.................................................................2
Section 1.02. Delivery of Documents..................................................................2
Section 1.03. Review of Documentation................................................................3
Section 1.04. Representations and Warranties of Xxxxxx Capital.......................................3
Section 1.05. Grant Clause..........................................................................13
Section 1.06. Assignment by Depositor...............................................................14
ARTICLE II.
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement; Assignment...............................................14
Section 2.02. Entire Agreement......................................................................14
Section 2.03. Amendment.............................................................................14
Section 2.04. Governing Law.........................................................................15
Section 2.05. Severability of Provisions............................................................15
Section 2.06. Indulgences; No Waivers...............................................................15
Section 2.07. Headings Not to Affect Interpretation.................................................15
Section 2.08. Benefits of Agreement.................................................................15
Section 2.09. Counterparts..........................................................................16
SCHEDULE
SCHEDULE A Mortgage Loan Schedule
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of January
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 January 1, 2002, among the Depositor, Aurora Loan Services Inc., as
master servicer ("Aurora"), Xxxxx Fargo Bank Minnesota, N.A., as securities
administrator and Bank One, National Association, as trustee (the "Trustee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to that certain mortgage loan purchase and warranties
agreement dated as of April 15, 1998 (the "Transfer Agreement") between Xxxxxx
Capital and Aurora, Xxxxxx Capital has purchased or received from Aurora (the
"Transferor"), certain mortgage loans identified on the Mortgage Loan Schedule
attached hereto as Schedule A (the "Transferred Mortgage Loans");
WHEREAS, Xxxxxx Capital is the party to that certain servicing
agreement dated as of January 1, 2002 (the "Servicing Agreement") among Xxxxxx
Capital, Aurora and Xxxxxx Brothers Bank FSB (the "Bank") pursuant to which the
Mortgage Loans are serviced by Aurora, as servicer (the "Servicer");
WHEREAS, Xxxxxx Capital desires to sell, without recourse, all of its
rights, title and interest in the Mortgage Loans (exclusive of any Retained
Interest on such Mortgage 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 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 execution
and delivery of this Agreement, Xxxxxx Capital does hereby transfer, assign, set
over, deposit with and otherwise convey to the Depositor, without recourse,
subject to Sections 1.03 and 1.04, all the right, title and interest of Xxxxxx
Capital in and to the Mortgage Loans (exclusive of any Retained Interest on such
Mortgage Loans, if any) identified on Schedule A hereto, having an aggregate
principal balance as of the Cut-off Date of $122,107,305.48. Such conveyance
includes, without limitation, the right to all distributions of principal and
interest received on or with respect to the Mortgage Loans on or after January
1, 2002 other than, (i) any amounts representing Retained Interest, if any, and
(ii) 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 Agreement and the Servicing Agreement, other than (i) any right to
receive Retained Interest if any, and (ii) any servicing rights retained
pursuant to the provisions of such Transfer Agreement or Servicing Agreement, to
the extent relating to the Mortgage Loans. Concurrently with the execution
hereof, the Depositor tenders the purchase price of $122,107,305.48. 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. 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 Agreement or
the Servicing Agreement.
(a) 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 applicable 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 LaSalle National Bank or U.S. Bank, National Association, each as the
custodian (the "Custodian") for the applicable Mortgage Loans for the Depositor.
The Custodian is required to review, within 45 days following the Closing Date,
each applicable Mortgage 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 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 Transferor with respect
to the Transferred 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 Transferred Mortgage Loan constitutes a
breach of both (i) a representation or warranty of the Transferor 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 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 such
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 Transferred 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; provided, however, that if the related Transferor
fulfills its obligations under the provisions of such Transfer Agreement by
substituting for the affected Transferred Mortgage Loan a mortgage loan which is
not a Qualifying Substitute Mortgage Loan, Xxxxxx Capital shall, in exchange for
such substitute mortgage loan, provide the Depositor (a) with the applicable
Purchase Price for the affected Transferred Mortgage Loan or (b) within the two
year period following the Closing Date, with a Qualified Substitute Mortgage
Loan for such affected Transferred Mortgage Loan. Subject to the foregoing,
Xxxxxx Capital represents and warrants upon delivery of the Transferred Mortgage
Loans to the Depositor hereunder, as to each, that:
(i) The information set forth with respect to the Transferred
Mortgage Loans on the Mortgage Loan Schedule provides an accurate
listing of the Transferred Mortgage Loans, and the information with
respect to each Transferred 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 (other than delinquency in payment)
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 Transferred
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 Transferred 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 Transferred 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
Transferred Mortgage Loans to the Depositor, Xxxxxx Capital was the
sole owner of record and holder of each Transferred Mortgage Loan, and
Xxxxxx Capital had good and marketable title thereto, and has full
right to transfer and sell each Transferred 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 Transferred Mortgage Loan pursuant
to this Agreement;
(vii) Each Transferred 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
Transferred Mortgage Loan, and its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of
the Transferred 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
Transferred 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 Transferred 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 Transferred 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;
(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 Transferred Mortgage
Loan have been complied with; and
(xii) Each Transferred 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 in Section 1.04(b) herein and the obligations of Xxxxxx Capital set forth
in this Section 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 Transferor 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 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. 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).
(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 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 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.
(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.
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: Xxxxxxx Xxxxxxxxxx
Title: Authorized Signatory
STRUCTURED ASSET SECURITIES
CORPORATION
By: _______________________________
Name: Xxxxxxx Xxxxxxxxxx
Title: Authorized Signatory
SCHEDULE A
MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
