EXECUTION
SECURITY PURCHASE AGREEMENT
THIS SECURITY PURCHASE AGREEMENT, dated January 28, 2000 (the
"Agreement"), is between Xxxxxx Brothers Inc., a Delaware corporation (the
"Seller"), and Structured Asset Securities Corporation, a Delaware corporation
(the "Depositor"). Capitalized terms used but not otherwise defined herein have
the respective meanings set forth in the Trust Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Depositor desires to purchase from the Seller and the
Seller desires to sell to the Depositor the Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1999-ALS3, Class 2-NC
Certificates (the "Underlying Security"); and
WHEREAS, the Depositor intends to sell such Underlying Security,
together with certain mortgage loans, to U.S. Bank National Association, as
trustee (the "Trustee") under the Trust Agreement to be dated as of January 1,
2000 (the "Trust Agreement"), among the Depositor, the Trustee and Aurora Loan
Services Inc., as Master Servicer, in exchange for $453,689,369.12 aggregate
principal amount of Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-1, to be issued under the Trust
Agreement;
NOW THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of the Underlying Securities.
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(a) Set forth in Annex A hereto is additional information regarding
the Underlying Security. The Seller hereby sells to the Depositor in exchange
for payment by the Depositor to the Seller of an aggregate purchase price in
U.S. dollars equal to $134,697,867.22 (the "Purchase Price"), and the Depositor
hereby purchases from the Seller, the Underlying Security, including all
interest accrued and unpaid thereon and all other rights with respect thereto.
(b) The Depositor hereby acknowledges that delivery or transfer of the
Underlying Security to the Depositor or its designee has been made. The Seller
hereby acknowledges that the Depositor has paid to the Seller the Purchase Price
in the manner agreed upon by the Seller and the Depositor.
2. Conditions.
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The obligations of the parties under this Agreement are subject to the
following conditions:
(a) the representations and warranties contained herein shall be
accurate and complete; and
(b) on the date hereof, counsel for the Depositor shall have been
furnished with all such documents, certificates and opinions as such counsel may
reasonably request in order to evidence the accuracy and completeness of any of
the representations, warranties or statements of the Seller, the performance of
any of the obligations of the Seller hereunder or the fulfillment of any of the
conditions herein contained.
3. Representations and Warranties.
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(a) Each party hereby represents and warrants to the other party that
(i) it is duly organized and validly existing as an entity under the laws of the
jurisdiction in which it is chartered or organized, (ii) it has the requisite
corporate power and authority to enter into and perform this Agreement, and
(iii) this Agreement has been duly authorized by all necessary corporate action,
has been duly executed by one or more duly authorized officers and is the valid
and binding agreement of such party enforceable against such party in accordance
with its terms.
(b) The Seller further represents and warrants to the Depositor that
(i) immediately prior to the sale thereof to the Depositor, the Seller owned the
Underlying Security, had good and marketable title thereto, free and clear of
any pledge, lien, security interest, charge, claim, equity, or encumbrance of
any kind, and upon the delivery or transfer of the Underlying Security to the
Depositor as contemplated herein, the Depositor will receive good and marketable
title to the Underlying Security, free and clear of any pledge, lien, security
interest, charge, claim, equity or encumbrance of any kind; (ii) neither the
execution, delivery nor performance by the Seller of this Agreement shall (A)
conflict with, result in any breach of or constitute a default (or an event
which, with the giving of notice or passage of time, or both, would constitute a
default) under any term or provision of the organizational documents of the
Seller, or any material indenture, agreement, order, decree or other material
instrument to which the Seller is party or by which the Seller is bound which
materially adversely affects the Seller's ability to perform its obligations
hereunder or (B) violate any provision of any law, rule or regulation applicable
to the Seller of any regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or its
properties; and (iii) no consent, license, approval or authorization from, or
registration or qualification with any governmental body, agency or authority,
nor any consent, approval, waiver or notification of any creditor or lessor is
required in connection with the execution, delivery and performance by the
Seller of this Agreement except such as have been obtained and are in full force
and effect.
4. Non-Recourse.
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Notwithstanding anything to the contrary contained herein, no recourse
shall be had, whether by levy or execution or otherwise, for the payment of the
principal of or interest or premium (if any) on the Underlying Security, or for
any claim based on payments due thereon, against the Seller or any of its
stockholders, directors, officers, agents or employees under any rule of law,
statute or constitution, or by the enforcement of any assessment or penalty, or
otherwise, nor shall any of such persons be personally liable for any such
amounts or claims, or liable for any defenses or judgment based thereon or with
respect thereto; provided, that the foregoing shall not (a) constitute a waiver
of any rights of the Depositor against the Seller for breach of any
representations or warranties contained herein, or (b) be taken to prevent
recourse by the Depositor to, and the enforcement of its rights against, the
Underlying Securities or any issuer thereof.
5. Amendments.
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This Agreement may not be modified, amended, altered or supplemented,
except upon the execution and delivery of a written agreement by the parties
hereto.
6. Communications.
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Except as may be otherwise agreed between the parties, all
communications hereunder shall be made in writing to the relevant party by
personal delivery or by courier or first-class registered mail, or the closest
local equivalent thereto, or by facsimile transmission confirmed by personal
delivery or by courier or first-class registered mail as follows:
To the Seller: Xxxxxx Brothers Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Contract Finance
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
To the Depositor: Structured Asset Securities Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000
or to such other address, telephone number or facsimile number as either party
may notify to the other in accordance with the terms hereof from time to time.
Any communications hereunder shall be effective upon receipt.
7. Successors.
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This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns, and no
other person shall have any right or obligation hereunder. Neither party may
assign its rights under this Agreement without the written consent of the other
party.
8. Severability.
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Any provision of this Agreement which 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.
9. Headings.
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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.
10. Entire Agreement.
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This Agreement embodies the entire agreement of the parties with
respect to the subject matter hereof and supersedes any prior written or oral
agreement or understanding relating to the subject matter hereof.
11. Governing Law.
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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.
12. Counterparts.
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This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same agreement.
Executed as of the day and year first above written.
XXXXXX BROTHERS INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
STRUCTURED ASSET SECURITIES CORPORATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
ANNEX A
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SCHEDULE OF UNDERLYING SECURITY
Certificate Designation Original Principal Amount Outstanding Principal Amount (1)
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Structured Asset Securities $144,842,000.00 $134,027,728.58
Corporation Mortgage
Pass-Through Certificates,
Series 1999-ALS3, Class 2-NC
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(1) As of the Closing Date.
