Exhibit 99.2
EXECUTION
MANDATORY CERTIFICATE PURCHASE AGREEMENT
This MANDATORY CERTIFICATE PURCHASE AGREEMENT (this "Agreement"),
dated as of March 1, 2001, is entered into between Anchor National Life
Insurance Company, an Arizona corporation ("Anchor"), as Purchaser, and The
Chase Manhattan Bank, as Trustee (the "Trustee") under the Trust Agreement,
dated as of March 1, 2001 (the "Trust Agreement"), by and among Structured
Asset Securities Corporation ("SASCO"), as Depositor, Aurora Loan Services
Inc., as Master Servicer, and the Trustee.
In consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
SECTION 1. Definitions.
(a) For all purposes of this Agreement, the following terms shall have
the meanings set forth below, except as otherwise expressly provided or unless
the context otherwise requires:
Anchor: The meaning given in the introductory paragraph hereto.
Certificate Purchase Account: The meaning given in Section 3 hereof.
Certificate Purchase Date: March 25, 2005 or, if such day is not a
Business Day, the next succeeding Business Day.
Certificate Purchase Price: For each Class A1, Class A2, Class A3 or
Class A5 Certificate, the sum of (i) the outstanding Certificate Principal
Balance of such Certificate on the Certificate Purchase Date (after giving
effect to any distributions of principal payable pursuant to Section 5.02(a)
of the Trust Agreement on such date and the allocation of the principal
portion of Realized Losses on such date pursuant to Section 5.03 of the Trust
Agreement) plus (ii) accrued interest on such Certificate for the period
beginning on March 1, 2005 and ending on the Certificate Purchase Date.
Certificates: The Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-4A issued under the Trust Agreement.
Eligible Investments: The meaning given in the Trust Agreement,
Prospectus Supplement: The Prospectus Supplement, dated March 27, 2001,
to the Prospectus, dated January 26, 2001, of SASCO delivered in connection
with the public offering of certain Classes of the Certificates.
SASCO: The meaning given in the introductory paragraph hereto.
Transferee: The meaning given in Section 4(c) hereof.
Trust Agreement: The meaning given in the introductory paragraph hereto.
Trustee: The meaning given in the introductory paragraph hereto.
(b) Capitalized terms used herein and not defined shall have the meanings
assigned to them in the Trust Agreement.
(c) The words "herein"', "hereof' and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision.
SECTION 2. Purchase of Certificates.
Subject to the terms and conditions hereof, (i) Anchor hereby agrees to
purchase each of the Class A1, Class A2, Class A3 and Class A5 Certificates at
the applicable Certificate Purchase Price on the Certificate Purchase Date,
(ii) pursuant to the Trust Agreement, the Certificates and this Agreement,
each holder of a Class A1, Class A2, Class A3 or Class A5 Certificate on such
date shall be obligated to sell such Certificate at the applicable Certificate
Purchase Price on such date in accordance with this Agreement, and (iii) the
Trustee, upon receipt of the Certificate Purchase Price, hereby agrees to
facilitate the transfer of the Class A1, Class A2, Class A3 and Class A5
Certificates to the Transferee on such date in accordance with Section 6
hereof.
SECTION 3. Maintenance of the Certificate Purchase Account.
(a) The Trustee shall cause to be established and maintained a separate
account (the "Certificate Purchase Account") for purposes of receiving and
holding the Certificate Purchase Price for the Class A1, Class A2, Class A3
and Class A5 Certificates, deposited therein pursuant to Section 5.
(b) On the Certificate Purchase Date, promptly after the Trustee has
withdrawn each Certificate Purchase Price for the payment to the holders of
each Class A1, Class A2, Class A3 or Class A5 Certificate pursuant to Section
6, the Trustee shall withdraw from the Certificate Purchase Account and pay to
Anchor any amounts then remaining in the Certificate Purchase Account.
(c) Amounts on deposit in the Certificate Purchase Account shall be
invested in Eligible Investments listed in clause (viii) of such definition
for credit of the Certificate Purchase Account. In no event shall the Trustee
be liable for investment losses on amounts on deposit in the Certificate
Purchase Account.
(d) To the extent that it constitutes a "reserve fund" for purposes of
the REMIC Provisions, the Certificate Purchase Account established hereunder
shall be an "outside reserve fund" as defined in Treasury Regulation
1.860G-2(h), and in that regard (i) such fund shall be an outside reserve fund
and not an asset of either REMIC of the Trust Fund, and (ii) such fund and all
amounts credited thereto (including earnings on any investment of amounts held
therein) shall be owned for federal tax purposes and for all other purposes by
Anchor, and Anchor shall report all amounts of income, deduction, gain or loss
accruing therefrom.
SECTION 4. Notice of Purchase; Notice of Transferee.
(a) On the Distribution Date in January 2005, the Trustee shall give
written notice by courier and confirmed facsimile to Anchor of the Certificate
Purchase Date.
(b) On the Distribution Date in February 2005, the Trustee shall give
written notice by letter to the holder of each Class A1, Class A2, Class A3 or
Class A5 Certificate (or the applicable Clearing Agency, if such Certificates
are Book-Entry Certificates), with a copy to Anchor, specifying (i) that such
Certificate shall be purchased in accordance with this Agreement, the Trust
Agreement and the Certificates on the Certificate Purchase Date and that the
applicable Certificate Purchase Price shall (upon the Trustee's receipt
thereof in accordance with Section 5 of this Agreement) be payable to such
holder on the Certificate Purchase Date against transfer or surrender of such
Certificate pursuant to Section 6, (ii) the Certificate Purchase Date, (iii)
the method of calculating the Certificate Purchase Price payable to such
holder (pursuant to the definition of "Certificate Purchase Price"), (iv) if
such Certificate is a Book-Entry Certificate, that such holder's interest in
such Certificate will be extinguished by the applicable Clearing Agency on the
Certificate Purchase Date, beneficial ownership interest in such Certificate
will be transferred to Anchor or its designee and such holder will be paid the
applicable Certificate Purchase Price pursuant to Section 6, and (v) if such
Certificate is a Definitive Certificate, that such holder's Definitive
Certificate, which pursuant to the Trust Agreement will on such date be held
by the Trustee as custodian for such holder, will be surrendered by the
Trustee on behalf of such holder to the Certificate Registrar for registration
of transfer to Anchor or its designee and such holder will be paid the
applicable Certificate Purchase Price pursuant to Section 6. The Trustee shall
also provide Anchor with instructions for the deposit of funds into the
Certificate Purchase Account and provide Anchor with any transferee letters
required for the transfer of the Class A1, Class A2, Class A3 or Class A5
Certificates under the Trust Agreement.
(c) Not later than twenty (20) Business Days prior to the Certificate
Purchase Date, Anchor shall give written notice to the Trustee, and to the
applicable Clearing Agency if the Class A1, Class A2, Class A3 or Class A5
Certificates are Book-Entry Certificates, of (i) the person (Anchor or a
person designated by Anchor) to whom the Class A1, Class A2, Class A3 and
Class A5 Certificates are to be transferred on the Certificate Purchase Date
(such person, the "Transferee") and (ii) instructions for registration and
transfer of the Class A1, Class A2, Class A3 and Class A5 Certificates to such
Transferee, including the Clearing Agency participant name and number acting
on behalf of the Transferee if the Class A1, Class A2, Class A3 or Class A5
Certificates are Book-Entry Certificates.
SECTION 5. Deposit of Certificate Purchase Price.
Not later than one (1) Business Day prior to the Certificate Purchase
Date, Anchor shall deposit or cause to be deposited into the Certificate
Purchase Account (by wire transfer to the Trustee of immediately available
funds) the aggregate Certificate Purchase Price for the Class A1, Class A2,
Class A3 and Class A5 Certificates.
SECTION 6. Transfer of Book-Entry Certificates; Surrender of Physical
Certificates; Payment to Certificateholders.
(a) With respect to all Class A1, Class A2, Class A3 and Class A5
Certificates that are Book-Entry Certificates, the Trustee shall deliver funds
from the Certificate Purchase Account on the Certificate Purchase Date to the
applicable Clearing Agency in accordance with the instructions given to the
Trustee by such Clearing Agency (subject to the Trustee's receipt of the
aggregate Certificate Purchase Price for the Class A1, Class A2, Class A3 and
Class A5 Certificates in accordance with Section 5) whereupon the applicable
Clearing Agency shall, on the Certificate Purchase Date, transfer the
beneficial ownership interest in each such Certificate to the Transferee in
accordance with the transfer instructions specified in the notice given by
Anchor pursuant to Section 4(c) and, upon such transfer, distribute the
applicable Certificate Purchase Price.
(b) With respect to all Class A1, Class A2, Class A3 and Class A5
Certificates that are Definitive Certificates, the Trustee, acting as
custodian for each holder of the related Definitive Certificates pursuant to
the Trust Agreement, shall surrender each such Certificate to the Certificate
Registrar not later than one (1) Business Day prior to the Certificate
Purchase Date for registration of transfer (subject to the Trustee's receipt
of the aggregate Certificate Purchase Price for the Class A1, Class A2, Class
A3 and Class A5 Certificates in accordance with Section 5) to the Transferee
on the Certificate Purchase Date in accordance with the transfer instructions
specified in the notice given by Anchor pursuant to Section 4(c). No later
than one (1) Business Day prior to the Certificate Purchase Date Anchor will
provide, or will cause the Transferee to provide, all transferee letters or
documents required under the Trust Agreement for the Certificate Registrar to
effectuate such transfer. After surrender of each such Certificate, the
Trustee shall, on the Certificate Purchase Date, withdraw from the Certificate
Purchase Account the applicable Certificate Purchase Price for each
Certificate and distribute such Certificate Purchase Price to the transferring
holder of such Certificate by wire transfer in immediately available funds for
the account of, or by check mailed to, such holder, as specified by such
holder and at the address of such holder appearing in the Certificate
Register.
SECTION 7. Appointment of Trustee to Act on behalf of Certificateholders.
Each holder of a Class A1, Class A2, Class A3 or Class A5 Certificate is
deemed, by acceptance of such Certificate, to have appointed and authorized
the Trustee to transfer their interests in the related Certificates to the
Transferee pursuant to Section 6. In addition, each holder of a Class A1,
Class A2, Class A3 or Class A5 Certificate is deemed, by acceptance of such
Certificate, to have appointed and authorized the Trustee to act as attorney
in fact for purposes of endorsing or assigning their Certificates for transfer
hereunder. Upon any transfer of a Class A1, Class A2, Class A3 or Class A5
Certificate in accordance with Section 6, each holder immediately prior to
such transfer is deemed, by acceptance of such Certificate, to have
acknowledged that it will have no rights in the related Certificates or to any
future distributions therein.
SECTION 8. Obligation Irrevocable.
(a) Except as set forth herein, Anchor's obligation to make, or cause to
be made, payments hereunder is irrevocable, unconditional, non-assignable and
not subject to any defense, rights of setoff, counterclaim or rescission.
(b) The appointment and authorization of the Trustee by each holder of a
Class A1, Class A2, Class A3 or Class A5 Certificate to transfer its interests
in such Certificates pursuant to Section 7 hereunder is irrevocable,
unconditional, non-assignable and not subject to any defense, rights of
setoff, counterclaim or recession.
SECTION 9. Representations and Warranties of Anchor.
Anchor hereby certifies, represents and warrants to the Trustee as of the
date hereof and as of the Closing Date that:
(i) Organization and Good Standing. Anchor is duly organized
and validly existing as a corporation in good standing under the
laws of its state of incorporation, with the corporate power and
authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently
conducted.
(ii) Power, Authority and Enforceability. Anchor has the
corporate power and authority to execute and deliver this Agreement
and to carry out its terms. This Agreement has been duly authorized,
executed and delivered by Anchor. This Agreement constitutes the
legal, valid and binding obligation of Anchor enforceable against
Anchor 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.
(iii) No Violation. The execution and delivery of this
Agreement by Anchor does not, and the consummation of the
transactions contemplated hereby and the fulfillment of the terms
hereof will not, conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or
lapse of time) a default under, the articles of incorporation or
bylaws of Anchor, or any indenture, agreement or other instrument to
which Anchor is a party or by which it is bound, and does not or
will not violate any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over Anchor
or any of its properties.
(iv) No Consent. The execution and delivery of this Agreement
by Anchor does not, and the consummation of the transactions
contemplated hereby and the fulfillment of the terms hereof will
not, require the consent or approval of, the giving of notice to,
the filing or registration with, or the taking of any other action
with respect to, any court or governmental agency or body having
jurisdiction over Anchor or any of its properties, except where such
consent has been obtained or where failure to obtain such consent or
approval would not materially impair Anchor's ability to perform its
obligations under this Agreement.
(v) Non-Affiliate. Anchor is not an affiliate of SASCO, Xxxxxx
Brothers Inc., Xxxxxx Brothers Holdings Inc., the Master Servicer or
the Trustee.
(vi) QIB. Anchor is a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act of 1933, as amended.
(vii) Prospectus. Anchor has received a copy of the Prospectus.
SECTION 9. Amendment.
No amendment or waiver of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by Anchor and the
Trustee.
SECTION 10. Notices.
All demands, notices, communications and instructions upon or to Anchor,
or the Trustee under this Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered, or mailed by registered or
certified mail, return receipt requested, or delivered by overnight delivery
service or confirmed facsimile to (a) in the case of Anchor, 0 XxxXxxxxxx
Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attn: Xxxxxxxxx Xxxxxxxx,
telephone no.: (000) 000-0000, facsimile no.: (000) 000-0000 and (b) in the
case of the Trustee, its Corporate Trust Office, telephone no.: (212)
000-0000, facsimile no.: (000) 000-0000; or, as to each of the foregoing, at
such other address or facsimile number as shall be designated by written
notice to the other party.
SECTION 11. Successors and Assigns.
This Agreement shall be binding upon, and shall inure to the benefit of,
the successors of Anchor and the successors and assigns of the Trustee for the
benefit of the holders of the Class A1, Class A2, Class A3 and Class A5
Certificates. Anchor shall have no right to assign any of its rights or
obligations hereunder.
SECTION 12. Fees and Expenses; Indemnification.
(a) Anchor agrees to pay or reimburse the Trustee on demand for all
reasonable costs and expenses incurred in connection with the administration
of this Agreement or the performance or observance of its duties hereunder
which are in excess of its compensation for normal services hereunder,
including without limitation, payment of reasonable legal fees and expenses
incurred by the Trustee in connection with resolution of any claim by any
party hereunder.
(b) Anchor agrees to indemnify the Trustee (and its directors, officers
and employees) and hold it (and such directors, officers and employees)
harmless from and against any loss, liability, damage, cost and expense of any
nature incurred by the Trustee arising out of or in connection with this
Agreement or with the administration of its duties hereunder, including but
not limited to reasonable attorneys' fees and other costs and expenses of
defending or preparing to defend against any claim of liability unless and
except to the extent such loss, liability, damage, cost and expense shall be
caused by the Trustee's gross negligence or willful misconduct. The foregoing
indemnification and agreement to hold harmless shall survive any termination
of this Agreement and the resignation or removal of the Trustee.
SECTION 13. Concerning the Trustee.
(a) The Trustee (i) shall not be obligated to take any legal or other
action hereunder which might in its judgment involve or cause it to incur any
expense or liability unless it shall have been furnished with acceptable
indemnification, (ii) may rely on and shall be protected in acting or
refraining from acting upon any written notice, instruction (including,
without limitation, wire transfer instructions, whether incorporated herein or
provided in a separate written instruction), instrument, statement,
certificate, request or other document furnished to it hereunder and believed
by it to be genuine and to have been signed or presented by the proper person,
and shall have no responsibility or duty to make inquiry as to or to determine
the genuineness, accuracy or validity thereof (or any signature appearing
thereon), or of the authority of the person signing or presenting the same,
and (iii) may consult counsel satisfactory to it, including in-house counsel,
and the opinion or advice of such counsel in any instance shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the opinion or
advice of such counsel.
(b) The Trustee shall not be liable to anyone for any action taken or
omitted to be taken by it hereunder except in the case of the Trustee's gross
negligence or willful misconduct in breach of the terms of this Agreement. In
no event shall the Trustee be liable for indirect, punitive, special or
consequential damage or loss whatsoever, even if the Trustee has been informed
of the likelihood of such loss or damage and regardless of the form of action.
The Trustee shall not be liable for any action taken or omitted to be taken by
any Clearing Agency which delays or ineffectively transfers any beneficial
interest in any Class A1, Class A2, Class A3 or Class A5 Certificates which
are Book-Entry Certificates (including any failure on the part of a Clearing
Agency to refuse to honor any transfer without the express consent of the
beneficial owner); provided, however, that the Trustee shall make commercially
reasonable efforts and take all reasonable actions (including complying with
its obligations herewith) to cause any such Clearing Agency to transfer the
related Certificates pursuant to Section 6 hereof.
(c) The Trustee shall not have any obligation whatsoever to pay the
Certificate Purchase Price to the Class A1, Class A2, Class A3 and Class A5
Certificateholders except for its obligation to distribute the Certificate
Purchase Price in accordance with Section 6 and to release amounts remaining
in the Certificate Purchase Account to Anchor pursuant to Section 3(b).
(d) In the event that Anchor fails to remit the Certificate Purchase
Price on the Certificate Purchase date, the Trustee shall have no obligation
to enforce Anchor's obligation to purchase the Class A1, Class A2, Class A3 or
Class A5 Certificates.
SECTION 14. Severability.
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
SECTION 15. Separate Counterparts.
This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 16. Headings.
The headings of the various Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.
SECTION 17. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of New York, without reference to its conflict of laws principles, and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Mandatory
Certificate Purchase Agreement to be duly executed by their respective
officers as of the day and year first above written.
ANCHOR NATIONAL LIFE INSURANCE
COMPANY, as Purchaser
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxxxx Xxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxx
As Authorized Agent
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely as Trustee
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Trust Officer
