EXECUTION
EXECUTION
Supplement No: 1
Dated: November 1, 2004
This TRANSFER SUPPLEMENT is made as of the date first above written by Xxxxxx Brothers Holdings Inc. (the “Seller”) and Structured Asset Securities Corporation (the “Depositor”).
W I T N E S S E T H:
WHEREAS, the parties have previously executed and delivered that certain Mortgage Loan Sale and Assignment Agreement (the “Mortgage Loan Sale Agreement”), dated as of October 1, 2004 between the Seller and the Depositor;
WHEREAS, the Seller desires to sell, and the Depositor desires to purchase the Subsequent Mortgage Loans identified on Schedule 1 attached hereto;
NOW THEREFORE, in consideration of the foregoing, the parties agree as follows:
1.
Schedule of Subsequent Mortgage Loans. Attached hereto as Schedule I is the schedule of Subsequent Mortgage Loans (the “Schedule”) conveyed to the Depositor pursuant to Section 3 of this Transfer Supplement.
2.
Definitions Relating to Subsequent Mortgage Loans. The following terms as used in the Mortgage Loan Sale Agreement shall have the following meanings with respect to the Subsequent Mortgage Loans identified on Schedule I.
Subsequent Cut-off Date: November 1, 2004
Transfer Date: December 10, 2004
Transfer Price: $467,260,921.78
3.
Conveyance of Subsequent Mortgage Loans. The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (except to the extent specified in the Mortgage Loan Sale Agreement), all right, title and interest of the Seller, in and to each of the Subsequent Mortgage Loans identified on Schedule I and all items in the related Mortgage File.
Concurrently with the execution and delivery of this Transfer Supplement, the Seller hereby assigns to the Depositor all of its rights and interest under each Transfer Agreement and each Servicing Agreement listed on Schedule II attached hereto, except any servicing rights thereunder, and delegates to the Depositor all of its obligations thereunder, to the extent relating to the Subsequent Mortgage Loans.
4.
Transfer Price. The Depositor hereby pays to the Seller the Transfer Price in return for the Subsequent Mortgage Loans identified on the Schedule attached hereto.
5.
Incorporation by Reference; Ratification of Mortgage Loan Sale Agreement. As supplemented by this Transfer Supplement, the Mortgage Loan Sale Agreement is incorporated herein by reference and is in all respects ratified and confirmed and the Mortgage Loan Sale Agreement as so supplemented by this Transfer Supplement shall be read, taken and construed as one and the same instrument.
6.
Representations and Warranties. All representations and warranties of the Seller and the Depositor set forth in the Mortgage Loan Sale Agreement are true and correct as of the date hereof and as of the Transfer Date.
7.
Counterparts. This Transfer Supplement may be executed in two or more counterparts (and by different parties in separate counterparts), each of which shall be an original but all of which together shall constitute the same instrument.
8.
Governing Law. THIS TRANSFER SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to be duly executed by their respective officers as of the day and year first above written.
XXXXXX BROTHERS HOLDINGS INC.,
as Seller
By:
/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
STRUCTURED ASSET SECURITIES CORPORATION,
as Depositor
By:
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE I TO
SCHEDULE II TO
TRANSFER SUPPLEMENT
Schedule of Additional Transfer Agreements and Servicing Agreements
1.
Loan Purchase Agreement by and between Xxxxxx Brothers Bank, FSB and Equity Financial Inc. dated as of February 19, 2002;
2.
Mortgage Loan Purchase Agreement by and between Xxxxxx Brothers Bank, FSB and United Pacific Mortgage Dated as of April 4, 2002;
3.
Loan Purchase Agreement by and between Xxxxxx Brothers Bank, FSB and Secured Funding Corporation dated as of March 13, 2003;
4.
Flow Mortgage Loan Purchase and Warranties Agreement by and between Xxxxxx Brothers Bank, FSB and Finance America, LLC dated as of January 1, 2003 (for conventional, fixed and adjustable rate residential mortgage loans);
5.
Flow Mortgage Loan Purchase and Warranties Agreement by and between Xxxxxx Brothers Bank, FSB and First Street Financial, Inc. dated as of March 1, 2004;
6.
Mortgage Loan Purchase Agreement by and between Xxxxxx Brothers Bank, FSB and Lime Financial Services, Ltd. dated as of August 21, 2003;
7.
Flow Mortgage Loan Purchase and Warranties Agreement by and between Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings, Inc. and Finance America, LLC dated as of January 1, 2003 (for conventional, fixed and adjustable rate residential mortgage loans)
8.
Flow Mortgage Loan Purchase and Warranties Agreement by and between Xxxxxx Capital, A Division of Xxxxxx Brothers Holdings, Inc. and People's Choice Home Loan, Inc. dated as of July 1, 2002, Group No. 2002-Flow;
9.
Seller's Warranties and Servicing Agreement by and between Xxxxxx Brothers Bank, FSB and Option One Mortgage Corporation, Option One Owner Trust 2001-1A, Option One Owner Trust 2002-3, Option One Owner Trust 2002-4 dated as of November 20, 2003;
10.
Mortgage Loan Purchase and Warranties Agreement by and between Xxxxxx Brothers Bank, FSB and Accredited Home Lenders, Inc. dated as of December 1, 2001, amended as of June 10, 2002, November 19, 2003, January 2, 2004, September 28, 2004;
11.
Flow Mortgage Loan Purchase and Warranties Agreement by and between Bay Capital Corporation and Xxxxxx Brothers Bank, FSB dated as of September 20, 2004;
12.
Flow Mortgage Loan Purchase Agreement by and between Xxxxxx Brothers Bank, FSB and Fieldstone Mortgage Company dated as of July 1, 2000 and Amendment No. 1 dated as of July 20, 2001 and further amended by Amendment No. 2 dated as of October 31, 2002;
13.
Flow Mortgage Loan Purchase and Warranties Agreement by and between Xxxxxx Brothers Bank, FSB and First Horizon Home Loan Corporation dated as of September 24, 2004;
14.
Flow Mortgage Loan Purchase and Warranties Agreement by and between Lenders Direct Capital Corporation and Xxxxxx Brothers Bank, FSB dated as of September 10, 2001;
15.
Flow Mortgage Loan Purchase and Warranties Agreement dated as of June 20, 2003 by and between Xxxxxx Brothers Bank, FSB and Oakmont Mortgage;
16.
Master Mortgage Loan Purchase and Warranties Agreement by and between Xxxxxx Brothers Bank, FSB and First National Bank of Nevada dated as of August 27, 2004; and
17.
Flow Mortgage Loan Purchase, Warranties & Servicing Agreement by and between The Provident Bank and Xxxxxx Brothers Bank, FSB dated as of August 28, 2003.
