Exhibit 99.1
EXECUTION
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XXXXXX BROTHERS HOLDINGS INC.,
SELLER
and
STRUCTURED ASSET SECURITIES CORPORATION,
PURCHASER
MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT
Dated as of May 1, 2001
Amortizing Residential Collateral Trust
(Mortgage Pass-Through Certificates Series 2001-BC3)
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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..................................................................3
Section 1.03. Review of Documentation................................................................3
Section 1.04. Representations and Warranties of the Seller...........................................3
Section 1.05. Grant Clause...........................................................................7
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..................................................9
Section 2.08. Benefits of Agreement..................................................................9
Section 2.09. Counterparts...........................................................................9
SCHEDULES
SCHEDULE A Mortgage Loan Schedule
This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of May 1,
2001 (the "Agreement"), is executed by and between Xxxxxx Brothers Holdings
Inc. ("LBH" or the "Seller") 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 May 1, 2001, among the Depositor, Xxxxx Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), The
Murrayhill Company, as loss mitigation advisor, and Bank One, National
Association, as trustee (the "Trustee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the following specified mortgage loan purchase
and warranties, seller's warranties and servicing or assignment agreements
(each a "Transfer Agreement," and together the "Transfer Agreements"), Xxxxxx
Capital, A Division of Xxxxxx Brothers Holdings Inc. ("Xxxxxx Capital"), or
Xxxxxx Brothers Bank FSB, an affiliate of the Seller (the "Bank"), has
purchased from various mortgage originators or their correspondents (each a
"Transferor" and collectively, the "Transferors"), certain conventional, first
lien, adjustable and fixed rate, fully amortizing and balloon, residential
mortgage loans identified on the Mortgage Loan Schedule attached hereto as
Schedule A (collectively, the "Mortgage Loans"):
X. Xxxxxx Capital, as purchaser:
----------------------------
a. Flow Mortgage Loan Purchase and Warranties Agreement, dated as
of June 30, 1999, between Xxxxxx Capital, as purchaser, and
Finance America, LLC, formerly known as Finamco, LLC, as seller;
and
b. Mortgage Loan Purchase and Warranties Agreement, dated as of
September 1, 2000, between Xxxxxx Capital, as purchaser, and
Fremont Saving and Loan, as seller.
II. Bank, as purchaser:
------------------
a. Seller's Warranties and Servicing Agreement, dated as of
December 1, 2000, between the Bank, as Purchaser, and Xxxxx
Fargo Home Mortgage, Inc., as Seller (for Adjustable and Fixed
Rate Mortgage Loans (WFMR 2000-W07));
b. Mortgage Loan Purchase Agreement, dated as of July 1, 2000,
between the Bank, as purchaser, and Fieldstone Mortgage Company,
as seller;
WHEREAS, pursuant to the following assignment and assumption
agreement, the Bank has assigned all of its right, title and interest in and to
the foregoing Transfer Agreements listed in II(a), including the Mortgage Loans
acquired by the Bank thereunder, to the Seller:
a. Assignment and Assumption Agreement, dated as of May 11, 2001,
and effective as of April 1, 2001, between the Bank, as
assignor, and the Seller, as assignee, with respect to the
Transfer Agreements entered into by the Bank listed in II above.
WHEREAS, the Seller is a party to the following servicing agreements
(together, the "Servicing Agreements") pursuant to which the Mortgage Loans are
to be serviced by various Servicers:
a. Reconstituted Servicing Agreement, dated as of May 1, 2001,
between the Seller and Ocwen Federal Bank FSB, as servicer, for
certain Mortgage Loans originated by Finance America, LLC, and
AMRESCO Residential Mortgage Corporation, reconstituting the
Residential Flow Servicing Agreement between Ocwen Federal Bank
FSB and the Seller, dated August 1, 1999 (Performing and
Non-Performing Residential Mortgage Loans and REO Properties);
and
b. Reconstituted Servicing Agreement, dated as of May 1, 2001,
between the Seller and Xxxxx Fargo Home Mortgage, Inc., as
servicer, for certain Mortgage Loans originated by Xxxxx Fargo
Home Mortgage, Inc., reconstituting the Seller's Warranties and
Servicing Agreement, dated as of December 1, 2000, between the
Bank and Xxxxx Fargo Home Mortgage, Inc. (for Adjustable and
Fixed Rate Mortgage Loans (WFMR 2000-W07);
c. Reconstituted Servicing Agreement, dated as of May 1, 2001,
between the Seller and Countrywide Home Loans, Inc., as
servicer, for certain Mortgage Loans originated by Fremont
Saving & Loan and Fieldstone Mortgage Company, reconstituting
the (i) Servicing Agreement between the Seller and Countrywide
Home Loans, Inc., dated as of January 29, 2001 for Fixed and
Adjustable Mortgage Loans (Group FF-2001-1) and (ii) Servicing
Agreement between the Bank and Countrywide Home Loans, Inc.,
dated as of January 29, 2001 for Fixed and Adjustable Rate
Mortgage Loans (Group FF-2001-1);
WHEREAS, the Seller desires to sell, without recourse, all of its
right, title and interest in and to the Mortgage Loans to the Depositor and to
assign all of its rights and interest under the Transfer Agreements and the
Servicing Agreements relating to the Mortgage Loans to the Depositor.
WHEREAS, the Seller and the Depositor acknowledge and agree that the
Depositor will convey the Mortgage Loans to a Trust Fund created pursuant to
the Trust Agreement, assign all of its rights and delegate all of its
obligations hereunder to the Trustee for the benefit of the Certificateholders,
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, the Seller 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, the Seller 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 the
Seller in and to the Mortgage Loans. Such conveyance includes, without
limitation, the right to all payments of principal and interest received on or
with respect to the Mortgage Loans on and after the Cut-off Date (other than
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 the
Seller'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 Seller's rights under any Insurance
Policies relating to the Mortgage Loans, and the Seller's security interest in
any collateral pledged to secure the Mortgage Loans, including the Mortgaged
Properties and any proceeds of the foregoing.
Concurrently with the execution and delivery of this Agreement, the
Seller hereby assigns to the Depositor all of its rights and interest under
each Transfer Agreement and each Servicing Agreement, and delegates to the
Depositor all of its obligations thereunder, to the extent relating to the
Mortgage Loans. Concurrently with the execution hereof, the Depositor tenders
the purchase price of $317,975,673.09. The Depositor hereby accepts such
assignment and delegation, and shall be entitled to exercise all the rights of
the Seller under each Transfer Agreement and each 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 Mortgage Loans hereunder, the Seller 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 related Transfer
Agreements or Servicing Agreements.
(b) For Mortgage Loans (if any) that have been prepaid in full on or
after the Cut-off Date and prior to the Closing Date, the Seller, 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 Collection Account maintained by the Master 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 Bankers Trust Company of California, N.A., and U.S. Bank Trust National
Association (each, a "Custodian" and, collectively, the "Custodians") for the
Depositor. Each Custodian is required to review, within 45 days following the
Closing Date, each applicable Mortgage File. If in the course of such review
the related Custodian discovers any document or documents constituting a part
of a Mortgage File that is missing, does not appear regular on its face (i.e.,
is mutilated, damaged, defaced, torn or otherwise physically altered) or
appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan
Schedule (each a "Material Defect"), the Seller shall be obligated to cure such
Material 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 the Trust Agreement.
Section 1.04. Representations and Warranties of the Seller. (a) The
Seller hereby represents and warrants to the Depositor that as of the date
hereof that:
(i) the Seller 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 the Seller of this Agreement
have been duly authorized by all necessary corporate action on the
part of the Seller; 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 Seller or its properties or the
certificate of incorporation or bylaws of the Seller;
(iii) the execution, delivery and performance by the Seller 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
Seller and, assuming due authorization, execution and delivery by the
Depositor, constitutes a valid and binding obligation of the Seller
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 the Seller, threatened or likely to be asserted against
or affecting the Seller, 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 Seller will be determined
adversely to the Seller and will if determined adversely to the Seller
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 each Transferor with respect to the
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 Mortgage Loan constitutes a breach of both (i) a representation or
warranty of a Transferor under the applicable Transfer Agreement and (ii) a
representation or warranty of the Seller under this Agreement, the only right
or remedy of the Depositor shall be the right to enforce the obligations of
such Transferor under any applicable representation or warranty made by it. The
Depositor acknowledges and agrees that the representations and warranties of
the Seller 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 the applicable Transfer Agreement. The Seller
shall have no obligation or liability with respect to any breach of a
representation or warranty made by it with respect to the 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. Subject
to the foregoing, the Seller represents and warrants upon delivery of the
Mortgage Loans to the Depositor hereunder, as to each, that:
(i) The information set forth with respect to the Mortgage Loans
on the Mortgage Loan Schedule provides an accurate listing of the
Mortgage Loans, and the information with respect to each 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 the Seller 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, if any, 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 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 rescission;
(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 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 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
Mortgage Loans to the Depositor, the Seller was the sole owner of
record and holder of each Mortgage Loan, and the Seller had good and
marketable title thereto, and has full right to transfer and sell each
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 Mortgage
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 first priority 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 Seller, has
done, by act or omission, anything that would impair the coverage of
such mortgagee Title Insurance Policy;
(viii) To the best of the Seller's knowledge, no foreclosure
action is being threatened or commenced with respect to any Mortgage
Loan. There is no proceeding pending for the total or partial
condemnation of any Mortgaged Property (or, in the case of any
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 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 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 Mortgage Loan have
been complied with; and
(xii) Each 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 herein and the obligations of the Seller 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 the Seller 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 related Transferor in the applicable 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 Seller 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 the
Seller's right, title and interest in and to the 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: (a) the rights and obligations of the parties shall
be established pursuant to the terms of this Agreement; (b) the Seller hereby
grants to the Depositor a first priority security interest in all of the
Seller's right, title and interest in, to and under, whether now owned or
hereafter acquired, the Mortgage Loans and other property; and (c) this
Agreement shall constitute a security agreement under applicable law.
Section 1.06. Assignment by Depositor. Concurrently with the execution
of this Agreement, the Depositor shall assign 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 rights of the Depositor in this Agreement shall be deemed to be for the
benefit of and exercisable by 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. (a) This Agreement may be amended from time
to time by the Seller and the Depositor, without notice to or the consent of
any of the Certificateholders, (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 the Prospectus Supplement; 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 Certificateholder. Any such amendment
shall be deemed not to adversely affect in any material respect any
Certificateholder, 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 Seller
and the Depositor with the consent of the Certificateholders of not less than
66-2/3% of the Class Principal Amount or Class Notional 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
Certificateholders; 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 Certificateholder of such Certificate or (ii) reduce the
aforesaid percentages of Class Principal Amount or Class Notional Amount (or
Percentage Interest) of Certificates of each Class, the Certificateholders of
which are required to consent to any such amendment without the consent of the
Certificateholders of 100% of the Class Principal Amount or Class Notional
Amount (or Percentage Interest) of each Class of Certificates affected thereby.
(c) It shall not be necessary for the consent of Certificateholders
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 Certificateholders 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. The parties to this Agreement
agree that it is appropriate, in furtherance of the intent of such parties set
forth herein, that the Trustee enjoy the full benefit of the provisions of this
Agreement as an intended third party beneficiary; provided, however, nothing in
this Agreement, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder, the Trustee and the
Certificateholders, any benefit or 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, the Seller 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 HOLDINGS INC.,
as Seller
By: /s/ Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
STRUCTURED ASSET SECURITIES
CORPORATION,
as Purchaser
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ACKNOWLEDGED BY:
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: First Vice President
SCHEDULE A
MORTGAGE LOAN SCHEDULE
Maintained in a separate closing binder at Xxxxx & Wood LLP
entitled "ARC 2001-BC3 Mortgage Loan Schedule"
EXHIBIT A
UNDERWRITING CRITERIA OF EACH TRANSFEROR
Maintained in a separate closing binder at Xxxxx & Xxxx LLP
entitled "Underwriting Criteria"
