SECURITIES PURCHASE AGREEMENT
THIS
SECURITIES PURCHASE AGREEMENT, dated as of January 1, 2006 (the “Agreement”), is
between Xxxxxx Brothers Inc., a Delaware corporation (the “Seller”) and
Structured Asset Securities Corp. (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 Xxxxxx Mortgage Trust Mortgage Pass-Through Certificates,
Series 2005-1, Class 2-A1 Certificates (the “Underlying Certificates”);
and
WHEREAS,
the Depositor intends to sell such Underlying Certificates, together with
certain mortgage loans, to Citibank, N.A., as trustee (the “Trustee”), under the
Trust Agreement to be dated as of January 1, 2006 (the “Trust Agreement”),
between the Depositor, the Trustee and Aurora Loan Services LLC, as Master
Servicer, in exchange for $570,251,534 aggregate
principal amount of Xxxxxx Mortgage Trust Mortgage Pass-Through Certificates,
Series 2006-1, to be issued under the Trust Agreement;
NOW
THEREFORE, the parties hereto agree as follows:
1. Purchase
and Sale of the Underlying Certificates.
(a) Set
forth
in Annex A hereto is additional information relating to the Underlying
Certificates.
(b) The
Depositor hereby acknowledges that delivery or transfer of the Underlying
Certificates to the Depositor has been made. The Seller hereby sells to the
Depositor in exchange for an agreed upon purchase price, and the Depositor
hereby purchases from the Seller, the Underlying Certificates, including all
rights with respect thereto. The Seller hereby acknowledges that the Depositor
has paid to the Seller the agreed upon purchase price in the manner agreed
upon
by the Seller and the Depositor.
(c) Concurrently
with the sale by the Seller to the Depositor of the Underlying Certificates,
the
Seller hereby assigns to the Depositor all of its rights and interest in
scheduled distributions on the Underlying Certificates payable to the Seller
on
the Underlying Distribution Date in January 2006.
(d) It
is the
intention of the Seller that the transfer and assignment of the Underlying
Certificates shall constitute a sale from the Seller to the Depositor and that
such Underlying Certificates not be a part of the Seller’s property or estate
for any purpose under state or federal law, including without limitation in
the
event of the insolvency of the Seller. In the event the transfer and assignment
of the Underlying Certificates contemplated by this Agreement is deemed to
be
other than a sale notwithstanding the intent of the parties hereto, this
Agreement shall be deemed to be and in such event hereby is the grant of a
security interest from the Seller to the Depositor, and the Depositor shall
have
all the rights, powers and privileges of a secured party under the Uniform
Commercial Code in effect in the applicable jurisdiction. In such event, the
Seller agrees to take such action and execute such documents as shall be
necessary in order to fully realize the benefits of such secured party status,
including, without limitation, powers of attorney, financing statements, notices
of lien or other instruments or documents
2. Conditions.
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.
(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
Certificates, 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 Certificates to the
Depositor as contemplated herein, the Depositor will receive good and marketable
title to the Underlying Certificates, 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.
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 Certificates, 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 (i) constitute a waiver of any rights of the Depositor
against the Seller for breach of any representations or warranties contained
herein, or (ii) be taken to prevent recourse by the Depositor to, and the
enforcement of its rights against, the Underlying Certificates or any issuer
thereof.
5. Amendments.
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.
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.
000
Xxxxxxx Xxxxxx, 0xx
Xxxxx
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
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Mortgage Finance
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.
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.
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.
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.
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.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
12. Counterparts.
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 |
|
Name:
Xxxxxx X. Xxxxx
Title:
Authorized Signatory
|
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| STRUCTURED ASSET SECURITIES CORPORATION | ||
| |
|
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| By: | /s/ Xxxxx X. Xxxxxxx | |
|
Name:
Xxxxx
X. Xxxxxxx
Title:
Senior Vice President
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ANNEX
A
UNDERLYING
CERTIFICATES
|
Certificate
Designation
|
Original
Principal Amount
|
Outstanding
Principal Amount
(1)
|
||
|
Xxxxxx
Mortgage Trust Mortgage Pass-Through Certificates, Series 2005-1,
Class
2-A1
|
$192,960,000
|
$190,377,900
|
(1)
After
giving effect to distributions made on the January 2006 underlying distribution
date.
