EXECUTION
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
AURORA LOAN SERVICES INC., as Master Servicer,
▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., as Securities Administrator,
and
FIRST UNION NATIONAL BANK, as Trustee
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STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
AMENDMENT NO. 1
Dated as of February 1, 2001
Amendment No. 1 to
Trust Agreement
dated as of January 1, 2001
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THIS AMENDMENT NO. 1 to Trust Agreement is dated as of February 1, 2001
("Amendment No. 1"), among STRUCTURED ASSET SECURITIES CORPORATION, in its
capacity as depositor (the "Depositor"), AURORA LOAN SERVICES INC., as master
servicer (the "Master Servicer"), ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., as
securities administrator (the "Securities Administrator") and FIRST UNION
NATIONAL BANK, a national banking association, in its capacity as trustee (the
"Trustee").
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer, the Securities Administrator
and the Trustee have heretofore executed and delivered a Trust Agreement dated
as of January 1, 2001 (the "Agreement"), in connection with the issuance of
the Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2001-1 (the "Certificates");
WHEREAS, Section 11.03(a) of the Agreement provides that the Agreement
may be amended from time to time by the Depositor, the Master Servicer, the
Securities Administrator and the Trustee " . .without notice to or the consent
of any of the Holders . . . to make any . . . provisions with respect to
matters or questions arising under th[e] Agreement";
WHEREAS, the Trustee has received an Opinion of Counsel as provided in
Section 11.03(a) of the Agreement;
WHEREAS, the Depositor and the Trustee now desire to amend the Agreement
in order to allow for the sale of the Class B4, Class B5 and Class B6
Certificates in offshore transactions in reliance on Regulation S under the
Securities Act of 1933, as amended;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Certificateholders, as follows:
ARTICLE I
AMENDMENT OF THE AGREEMENT
Section 1.01. Amendment of Definitions.
(a) The following definitions are hereby added to Article I of the
Agreement:
Clearstream: Clearstream Banking, societe anonyme, and any
successor thereto.
Euroclear: ▇▇▇▇▇▇ Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System.
Global Securities: The global certificates representing the
Book-Entry Certificates.
Regulation S: Regulation S promulgated under the Act or any
successor provision thereto, in each case as the same may be amended from
time to time; and all references to any rule, section or subsection of,
or definition or term contained in, Regulation S means such rule,
section, subsection, definition or term, as the case may be, or any
successor thereto, in each case as the same may be amended from time to
time.
Regulation S Global Security: The meaning specified in Section
3.01(c).
Restricted Global Security: The meaning specified in Section
3.01(c).
(b) The definition of "Restricted Certificate" is hereby deleted in its
entirety and replaced with the following:
Restricted Certificate: Any Class B4, Class B5 or Class B6
Certificate and any Restricted Global Security.
Section 1.02. Amendment of Section 3.01. The following is hereby added as
Section 3.01(c) of the Agreement:
(c) The Class B4, Class B5 or Class B6 Certificates offered and
sold in reliance on the exemption from registration under Rule 144A shall
be issued initially in the form of one or more permanent global
Certificates in definitive, fully registered form without interest
coupons with the applicable legends set forth in Exhibit A added to the
forms of such Certificates (each, a "Restricted Global Security"), which
shall be deposited on behalf of the subscribers for such Certificates
represented thereby with the Trustee, as custodian for DTC and registered
in the name of a nominee of DTC, duly executed and authenticated by the
Trustee as hereinafter provided. The aggregate principal amounts of the
Restricted Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee or DTC or its
nominee, as the case may be, as hereinafter provided.
The Class B4, Class B5 or Class B6 Certificates sold in
offshore transactions in reliance on Regulation S shall be issued
initially in the form of one or more permanent global Certificates in
definitive, fully registered form without interest coupons with the
applicable legends set forth in Exhibit A hereto added to the forms of
such Certificates (each, a "Regulation S Global Security"), which shall
be deposited on behalf of the subscribers for such Certificates
represented thereby with the Trustee, as custodian for DTC and registered
in the name of a nominee of DTC, duly executed and authenticated by the
Trustee as hereinafter provided. The aggregate principal amounts of the
Regulation S Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee or DTC or its
nominee, as the case may be, as hereinafter provided.
Section 1.03. Amendment of Section 3.03. Section 3.03 of the Agreement is
hereby amended as follows:
(a) Section 3.03(c) of the Agreement is hereby deleted in its entirety
and replaced with the following:
(c) By acceptance of a Restricted Certificate or a Regulation S
Global Security, whether upon original issuance or subsequent transfer,
each Holder of such a Certificate acknowledges the restrictions on the
transfer of such Certificate set forth thereon and agrees that it will
transfer such a Certificate only as provided herein. In addition, each
Holder of a Regulation S Global Security shall be deemed to have
represented and warranted to the Trustee, the Certificate Registrar and
any of their respective successors that: (i) such Person is not a U.S.
person within the meaning of Regulation S and was, at the time the buy
order was originated, outside the United States and (ii) such Person
understands that such Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and that (x) until the
expiration of the 40-day distribution compliance period (within the
meaning of Regulation S), no offer, sale, pledge or other transfer of
such Certificates or any interest therein shall be made in the United
States or to or for the account or benefit of a U.S. person (each as
defined in Regulation S), (y) if in the future it decides to offer,
resell, pledge or otherwise transfer such Certificates, such Certificates
may be offered, resold, pledged or otherwise transferred only (A) to a
person which the seller reasonably believes is a "qualified institutional
buyer" (a "QIB") as defined in Rule 144A under the Act, that is
purchasing such Certificates for its own account or for the account of a
qualified institutional buyer to which notice is given that the transfer
is being made in reliance on Rule 144A or (B) in an offshore transaction
(as defined in Regulation S) in compliance with the provisions of
Regulation S, in each case in compliance with the requirements of this
Agreement; and it will notify such transferee of the transfer
restrictions specified in this Section.
The following restrictions shall apply with respect to the
transfer and registration of transfer of a Restricted Certificate to a
transferee that takes delivery in the form of a Definitive Certificate:
(i) The Certificate Registrar shall register the transfer
of a Restricted Certificate if the requested transfer is (x) to the
Depositor or the Placement Agent, an affiliate (as defined in Rule
405 under the Act) of the Depositor or the Placement Agent or (y)
being made to a QIB by a transferor that has provided the Trustee
with a certificate in the form of Exhibit F hereto; and
(ii) The Certificate Registrar shall register the transfer
of a Restricted Certificate if the requested transfer is being made
to an "accredited investor" under Rule 501(a)(1), (2), (3) or (7)
under the Act by a transferor who furnishes to the Trustee a letter
of the transferee substantially in the form of Exhibit G hereto.
(b) The following is hereby added as Section 3.03(h) of the Agreement:
(h) Notwithstanding any provision to the contrary herein, so
long as a Global Security representing either of the Class B4, Class B5
or Class B6 Certificates remains outstanding and is held by or on behalf
of DTC, transfers of a Global Security representing any such
Certificates, in whole or in part, shall only be made in accordance with
Section 3.01 and this Section 3.03(h).
(A) Subject to clauses (B) and (C) of this Section 3.03(h),
transfers of a Global Security representing either of the Class
B4, Class B5 or Class B6 Certificates shall be limited to
transfers of such Global Security, in whole or in part, to
nominees of DTC or to a successor of DTC or such successor's
nominee.
(B) Restricted Global Security to Regulation S Global Security.
If a holder of a beneficial interest in a Restricted Global
Security deposited with or on behalf of DTC wishes at any time
to exchange its interest in such Restricted Global Security for
an interest in a Regulation S Global Security, or to transfer
its interest in such Restricted Global Security to a Person who
wishes to take delivery thereof in the form of an interest in a
Regulation S Global Security, such holder, provided such holder
is not a U.S. person, may, subject to the rules and procedures
of DTC, exchange or cause the exchange of such interest for an
equivalent beneficial interest in the Regulation S Global
Security. Upon receipt by the Trustee, as Certificate
Registrar, of (I) instructions from DTC directing the Trustee,
as Certificate Registrar, to be credited a beneficial interest
in a Regulation S Global Security in an amount equal to the
beneficial interest in such Restricted Global Security to be
exchanged but not less than the minimum denomination applicable
to such holder's Certificates held through a Regulation S
Global Security, (II) a written order given in accordance with
DTC's procedures containing information regarding the
participant account of DTC and, in the case of a transfer
pursuant to and in accordance with Regulation S, the Euroclear
or Clearstream account to be credited with such increase and
(III) a certificate in the form of Exhibit N-1 hereto given by
the holder of such beneficial interest stating that the
exchange or transfer of such interest has been made in
compliance with the transfer restrictions applicable to the
Global Securities, including that the holder is not a U.S.
person, and pursuant to and in accordance with Regulation S,
the Trustee, as Certificate Registrar, shall reduce the
principal amount of the Restricted Global Security and increase
the principal amount of the Regulation S Global Security by the
aggregate principal amount of the beneficial interest in the
Restricted Global Security to be exchanged, and shall instruct
Euroclear or Clearstream, as applicable, concurrently with such
reduction, to credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest
in the Regulation S Global Security equal to the reduction in
the principal amount of the Restricted Global Security.
(C) Regulation S Global Security to Restricted Global Security.
If a holder of a beneficial interest in a Regulation S Global
Security deposited with or on behalf of DTC wishes at any time
to transfer its interest in such Regulation S Global Security
to a Person who wishes to take delivery thereof in the form of
an interest in a Restricted Global Security, such holder may,
subject to the rules and procedures DTC, exchange or cause the
exchange of such interest for an equivalent beneficial interest
in a Restricted Global Security. Upon receipt by the Trustee,
as Certificate Registrar, of (I) instructions from DTC
directing the Trustee, as Certificate Registrar, to cause to be
credited a beneficial interest in a Restricted Global Security
in an amount equal to the beneficial interest in such
Regulation S Global Security to be exchanged but not less than
the minimum denomination applicable to such holder's
Certificates held through a Restricted Global Security, to be
exchanged, such instructions to contain information regarding
the participant account with DTC to be credited with such
increase, and (II) a certificate in the form of Exhibit N-2
hereto given by the holder of such beneficial interest and
stating, among other things, that the Person transferring such
interest in such Regulation S Global Security reasonably
believes that the Person acquiring such interest in a
Restricted Global Security is a QIB, is obtaining such
beneficial interest in a transaction meeting the requirements
of Rule 144A and in accordance with any applicable securities
laws of any State of the United States or any other
jurisdiction, then the Trustee, as Certificate Registrar, will
reduce the principal amount of the Regulation S Global Security
and increase the principal amount of the Restricted Global
Security by the aggregate principal amount of the beneficial
interest in the Regulation S Global Security to be transferred
and the Trustee, as Certificate Registrar, shall instruct DTC,
concurrently with such reduction, to credit or cause to be
credited to the account of the Person specified in such
instructions a beneficial interest in the Restricted Global
Security equal to the reduction in the principal amount of the
Regulation S Global Security.
(D) Other Exchanges. In the event that a Global Security is
exchanged for Certificates in definitive registered form
without interest coupons, pursuant to Section 3.09(c) hereof,
such Certificates may be exchanged for one another only in
accordance with such procedures as are substantially consistent
with the provisions above (including certification requirements
intended to insure that such transfers comply with Rule 144A,
comply with Rule 501(a)(1), (2), (3) or (7) or are to non-U.S.
persons in compliance with Regulation S under the Act, as the
case may be), and as may be from time to time adopted by the
Trustee.
(E) Restrictions on U.S. Transfers. Transfers of interests in
the Regulation S Global Security to U.S. persons (as defined in
Regulation S) shall be limited to transfers made pursuant to
the provisions of Section 3.03(h)(C).
Section 1.04. Amendment of Exhibits. Exhibit A-1 hereto is hereby added
as Exhibit N-1 to the Agreement, and Exhibit A-2 hereto is hereby added as
Exhibit N-2 to the Agreement.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized Terms. For all purposes of this Amendment No.
1, except as otherwise stated herein, terms used in capitalized form in this
Amendment No. 1 and defined in the Agreement have the meanings specified in
the Agreement.
Section 2.02. Continuing Effect. Except as expressly amended by this
Amendment No. 1, the Agreement shall remain in full force and effect in
accordance with its terms.
Section 2.03. References to Agreement. From and after the execution and
delivery of this Amendment No. 1, all references to the Agreement in the
Agreement, any Certificate or any other document executed or delivered in
connection therewith shall be deemed a reference to the Agreement as amended
hereby, unless the context expressly requires otherwise.
Section 2.04. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Amendment No. 1 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 Amendment No. 1 and shall in no way
affect the validity or enforceability of the other provisions of this
Amendment No. 1 or of the Certificates or the rights of the Holders thereof.
Section 2.05. Counterparts. This Amendment No. 1 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.
Section 2.06. Binding Nature of Amendment No. 1; Assignment. This
Amendment No. 1 shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
Section 2.07. Headings Not To Affect Interpretation. The headings
contained in this Amendment No. 1 are for convenience of reference only, and
they shall not be used in the interpretation hereof.
Section 2.08. Effectiveness. This Amendment No. 1 shall become effective
as of the date first written above.
Section 2.09. Governing Law. THIS AMENDMENT NO. 1 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.
* * * * *
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers hereunto duly authorized as of the day and year
first above written.
STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
AURORA LOAN SERVICES INC.,
as Master Servicer
By:/s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
▇▇▇▇▇ FARGO BANK MINNESOTA, N.A.,
as Securities Administrator
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK,
as Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trust Officer
EXHIBIT A-1
EXHIBIT N-1
FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY
TO REGULATION S GLOBAL SECURITY
(Transfers pursuant toss.3.03(h)(B)
of the Agreement)
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Re: Structured Asset Securities Corporation Mortgage Loan Trust
Mortgage Pass-Through Certificates, Series 2001-1
Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Securities
Administrator and First Union National Bank, as Trustee, dated as of January
1, 2001. Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement.
This letter relates to U.S. $___________ aggregate principal amount of
Securities which are held in the form of a Restricted Global Security with DTC
in the name of [name of transferor] _________________________ (the
"Transferor") to effect the transfer of the Securities in exchange for an
equivalent beneficial interest in a Regulation S Global Security.
In connection with such request, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions
set forth in the Agreement and the Securities and in accordance with Rule 904
of Regulation S, and that:
a. the offer of the Securities was not made to a person in the
United States;
b. at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the transferee was outside the
United States;
c. no directed selling efforts have been made in contravention of
the requirements of Rule 903 or 904 of Regulation S, as applicable;
d. the transaction is not part of a plan or scheme to evade the
registration requirements of the United States Securities Act of
1933, as amended; and
e. the transferee is not a U.S. person (as defined in Regulation S).
You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.
[Name of Transferor]
By:
-------------------------------
Name:
Title:
Date: ,
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EXHIBIT A-2
EXHIBIT N-2
FORM OF TRANSFER CERTIFICATE FOR TRANSFER
FROM REGULATION S GLOBAL SECURITY
TO RESTRICTED GLOBAL SECURITY
(Transfers pursuant toss.3.03(h)(C)
of the Agreement)
---------------------------------------
Re: Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-1
Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Securities
Administrator and First Union National Bank, as Trustee, dated as of January
1, 2001. Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement.
This letter relates to U.S. $___________ aggregate principal amount of
Securities which are held in the form of a Regulations S Global Security in
the name of [name of transferor] ____________________ (the "Transferor") to
effect the transfer of the Securities in exchange for an equivalent beneficial
interest in a Restricted Global Security.
In connection with such request, and in respect of such Securities, the
Transferor does hereby certify that such Securities are being transferred in
accordance with (i) the transfer restrictions set forth in the Agreement and
the Securities and (ii) Rule 144A under the United States Securities Act of
1933, as amended, to a transferee that the Transferor reasonably believes is
purchasing the Securities for its own account or an account with respect to
which the transferee exercises sole investment discretion, the transferee and
any such account is a qualified institutional buyer within the meaning of Rule
144A, in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or any
other jurisdiction.
[Name of Transferor]
By:
----------------------------------
Name:
Title:
Date: ,
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