Exhibit 99.2
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 February 1, 2003
Structured Asset Securities Corporation
(Mortgage Pass-Through Certificates, Series 2003-6A)
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TABLE OF CONTENTS
Page
ARTICLE I
CONVEYANCE OF MORTGAGE LOANS
Section 1.01. Sale of Mortgage Loans.......................................2
Section 1.02. Delivery of Documents........................................3
Section 1.03. Review of Documentation......................................3
Section 1.04. Representations and Warranties of Xxxxxx Capital.............4
Section 1.05. Grant Clause.................................................8
Section 1.06. Assignment by Depositor......................................8
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Binding Nature of Agreement; Assignment......................8
Section 2.02. Entire Agreement.............................................8
Section 2.03. Amendment....................................................8
Section 2.04. Governing Law................................................9
Section 2.05. Severability of Provisions...................................9
Section 2.06. Indulgences; No Waivers......................................9
Section 2.07. Headings Not to Affect Interpretation.......................10
Section 2.08. Benefits of Agreement.......................................10
Section 2.09. Counterparts................................................10
SCHEDULE
SCHEDULE A Mortgage Loan Schedule
i
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of February 1,
2003 (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, 2003, among the Depositor, Aurora Loan Services Inc., as
master servicer ("Aurora") and Xxxxx Fargo Bank Minnesota, 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 February 1, 2003 (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
$3,272,750.00. 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 February 1, 2003 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 $3,272,750.00. 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 the custodian, LaSalle Bank National Association (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 (or as of such other date
as may be specified in particular representations and warranties), 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) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws
including, but not limited to, all applicable predatory and abusive
lending laws;
(xii) As of the Closing Date, each Transferred Mortgage Loan is a
"qualified mortgage" within the meaning of Section 860G of the Code and
Treas. Reg. ss.1.860G-2 (determined without regard to Treas. Reg.
ss.1860.G-2(f) or any similar rule that provides that a defective
obligation is a qualified mortgage for a temporary period);
(xiii) As of the Closing Date, no Transferred Mortgage Loan provides
for interest other than at either (i) a single fixed rate in effect
throughout the term of the
Transferred Mortgage Loan or (ii) a single "variable rate" (within the
meaning of Treas. Reg. ss.1.860G-1(a)(3)) in effect throughout the term of
the Transferred Mortgage Loan;
(xiv) As of the Closing Date, no Transferred Mortgage Loan is the
subject of pending or final foreclosure proceedings;
(xv) As of the Closing Date, based on delinquencies in payment on
the Transferred Mortgage Loans, Xxxxxx Capital would not initiate
foreclosure proceedings with respect to any Transferred Mortgage Loan
prior to the next scheduled payment date on such Transferred Mortgage
Loan;
(xvi) None of the Mortgage Loans are classified as "home loans,"
"covered loans" or "high cost home loans" under the Georgia Fair Lending
Act.
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 X. Xxxxxxxx
Title: Vice President
SCHEDULE A
MORTGAGE LOAN SCHEDULE
[Intentionally Omitted]
