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XXXXXX BROTHERS BANK, FSB,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
ASSISTANCE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of February 1, 2002
Structured Asset Securities Corporation
(Assistance Pass-Through Certificates, Series 2002-AL1)
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Table of Contents
Page
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ARTICLE I. CONVEYANCE OF ASSISTANCE 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 the Bank.......................................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........................................................................8
Section 2.04. Governing Law....................................................................8
Section 2.05. Severability of Provisions.......................................................8
Section 2.06. Indulgences; No Waivers..........................................................9
Section 2.07. Headings Not to Affect Interpretation............................................9
Section 2.08. Benefits of Agreement............................................................9
Section 2.09. Counterparts.....................................................................9
SCHEDULES
SCHEDULE A Assistance Loan Schedule
i
This ASSISTANCE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of
February 1, 2002 (the "Agreement"), is executed by and between Xxxxxx Brothers
Bank, FSB (the "Bank"), 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 #4) dated
August 7, 2001 (the "Transfer Agreement"), between the United States Small
Business Administration (the "SBA"), as seller, and the Bank, as purchaser, the
Bank 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, the Bank is a party to a servicing agreement dated February 1,
2002, between Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings Inc.
("Xxxxxx Capital"), as a seller, the Bank, 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, the Bank 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, if any) 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, the Bank 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, the Bank and the Depositor agree as follows:
1
ARTICLE I.
CONVEYANCE OF ASSISTANCE LOANS
Section 1.01. Sale of Assistance Loans. Concurrently with the execution
and delivery of this Agreement, the Bank 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 the Bank in and to the Assistance Loans (exclusive of any
Retained Interest on such Assistance Loans, if any) identified on Schedule A
hereto, having an aggregate principal balance as of the Cut-off Date of
$27,934,479.34. 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 the Bank'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, the Bank's rights under any Insurance Policies related to the
Assistance Loans, and the Bank'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, the
Bank 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 Assistance Loans. Concurrently with the execution
hereof, the Depositor tenders the purchase price of $27,934,479.34. The
Depositor hereby accepts such assignment, and shall be entitled to exercise all
such rights of the Bank 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, the Bank 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 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, the Bank, 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 U.S. Bank National Association and LaSalle Bank N.A., 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, the Bank 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.
2
Section 1.04.Representations and Warranties of the Bank.
(a) The Bank hereby represents and warrants to the Depositor that
as of the Closing Date:
(i) The Bank is a federal savings bank duly organized, validly
existing and in good standing under the laws of the United States of America and
has full 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 the Bank of this Agreement
have been duly authorized by all necessary action on the part of the Bank;
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 the Bank or its properties or the charter or bylaws of the
Bank;
(iii) the execution, delivery and performance by the Bank 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
the Bank and, assuming due authorization, execution and delivery by the
Depositor, constitutes a valid and binding obligation of the Bank 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, (B) general
principles of equity regardless of whether such enforcement is considered in a
proceeding in equity or at law and (C) any notice, order, directive or similar
action by a federal banking regulatory authority that prohibits or enjoins
performance of this Agreement by the Bank; and
(v) there are no actions, suits or proceedings pending or, to
the knowledge of the Bank, threatened or likely to be asserted against or
affecting the Bank, 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
the Bank will be determined adversely to the Bank and will if determined
adversely to the Bank 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.
3
(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 the Bank 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 the Bank 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. The Bank 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, the Bank 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, the Bank 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 the Bank
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.
4
(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, the Bank was the sole owner of record and
holder of each Assistance Loan, and the Bank 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 the Bank, has done, by act or omission, anything
that would impair the coverage of such Mortgagee Title Insurance Policy;
5
(viii) To the best of the Bank'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 the Bank 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, the Bank 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 the
Bank'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) the Bank hereby grants to the
Depositor a first priority security interest in all of the Bank'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 the Bank, 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.
6
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 the Bank 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).
(b) This Agreement may also be amended from time to time by the
Bank 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.
(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.
7
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.
8
IN WITNESS WHEREOF, the Bank 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 BROTHERS BANK, FSB
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE A
ASSISTANCE LOAN SCHEDULE
[To be retained in a separate closing binder entitled
"SASCO 2002-AL1 Assistance Loan Schedules" at XxXxx Xxxxxx LLP]
