CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
EXECUTED
VERSION
CERTIFICATE
GUARANTY INSURANCE POLICY ENDORSEMENT
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Attached
to and forming part of
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Effective
Date of Endorsement
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Policy
No. AB1081BE issued to:
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May
31, 2007
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U.
S.
Bank National Association, as Trustee for
the
Holders of Xxxxxx XS Trust Mortgage
Pass-Through
Certificates, Series 2007-7N,
Class
2-A1B and Class 2-A2B
For
all
purposes of the Policy, the following terms shall have the following
meanings:
“Agreement”
shall mean the Trust Agreement, dated as of May 1, 2007, among Structured
Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
Servicer, and U. S. Bank National Association, as Trustee, as such Agreement
may
be amended, modified or supplemented from time to time as set forth in the
Agreement.
“Business
Day” shall mean any day other than (i) a Saturday or a Sunday or (ii) a day
on
which
banking institutions in New York City, New York or the city in which the
Corporate Trust Office of the Trustee is located are closed.
“Certificate
Insurer Premium” shall have the meaning set forth in the Agreement.
“Certificate
Insurer” shall mean Ambac Assurance Corporation, or any successor thereto,
as issuer of the Policy.
“Class
2-A1B Certificates” shall mean any one of the Certificates designated as a
Class
2-A1B Certificate, substantially in the form set forth in Exhibit A to the
Agreement.
“Class
2-A2B Certificates” shall mean any one of the Certificates designated as a Class
2-A2B Certificate, substantially in the form set forth in Exhibit A to the
Agreement.
“Distribution
Date” shall mean the 25th day of each month or, if such 25th day is not a
Business Day, the next succeeding Business Day, commencing June
2007.
“Due
for
Payment” shall mean, (i) with respect to an Insured Amount, the Distribution
Date
on
which Insured Amounts are due and payable pursuant to the terms of the Agreement
and (ii) with respect to a Preference Amount, the Business Day on which the
documentation required by the Certificate Insurer has been received by the
Certificate Insurer.
“Final
Scheduled Distribution Date” shall mean the Distribution Date occurring in June
2047.
“First
Distribution Date” shall mean the Distribution Date occurring in June
2007.
“Guaranteed
Certificates” shall mean the Class 2-A1B and Class 2-A2B
Certificates.
“Guaranteed
Distributions” shall mean, with respect to the Guaranteed Certificates (a) for
any
Distribution Date, (i) the Current Interest for the Guaranteed Certificates
for
such Distribution
Date, but excluding therefrom any Net Prepayment Interest Shortfalls, any
shortfalls
resulting from Net Negative Amortization and any Relief Act Reductions allocable
to
the
Guaranteed Certificates on such Distribution Date and (ii) the amount of any
Applied Loss
Amounts allocated to the Guaranteed Certificates on such Distribution Date
and
(b) for
the
Final Scheduled Distribution Date, the aggregate Class Principal Amount of
the
Guaranteed
Certificates to the extent unpaid on the Final Scheduled Distribution Date,
after taking
into account all distributions to be made on such Distribution Date from sources
other than
the
Policy.
“Holder”
shall mean any person who is the registered owner or beneficial owner of any
Guaranteed
Certificate, but shall not include the Depositor, the Trust Fund, the Trustee,
the Master
Servicer or any Servicer.
“Indemnification
Agreement” shall mean the Indemnification Agreement, dated as of May
31,
2007, among Ambac Assurance Corporation, Structured Asset Securities
Corporation, as
Depositor, Xxxxxx Brothers Inc. and Xxxxxx Brothers Holdings Inc., as such
Indemnification
Agreement may be amended, modified or supplemented from time to
time.
“Insured
Amounts” shall mean, with respect to any Distribution Date, the excess, if any
of the
Guaranteed Distributions for such Distribution Date over the aggregate amount
available to be
distributed to the Holders of the Guaranteed Certificates on such Distribution
Date in accordance
with the priorities set forth in Section 5.02 of the Agreement
“Insured
Payments” shall mean, with respect to any Distribution Date, the aggregate
amount
actually paid by the Certificate Insurer to the Trustee in respect of (i)
Insured Amounts for a
Distribution Date and (ii) Preference Amounts for any given Business
Day.
“Late
Payment Rate” shall mean for any Distribution Date, the greater of (i)
the
rate
of interest, as it is publicly announced by U.S. Bank National Association
at
its principal office in New
York,
New York as its prime rate (any change in such prime rate of interest to be
effective
on the date such change is announced by U. S. Bank National Association) plus
1%
and (ii) the then applicable highest rate of interest on any of the Guaranteed
Certificates. The Late Payment
Rate shall be computed on the basis of a year of 360 days and the actual number
of days elapsed. In no event shall the Late Payment Rate exceed the maximum
rate
permissible under
any
applicable law limiting interest rates.
“Nonpayment”
shall mean, with respect to any Distribution Date, an Insured Amount is Due
for
Payment but has not been paid pursuant to the Agreement.
“Notice”
shall mean the telephonic or telegraphic notice, promptly confirmed in writing
by
telecopy substantially in the form of Exhibit A to the Policy, the original
of
which is subsequently
delivered by registered or certified mail, from the Trustee specifying the
Insured Amount or Preference Amount which shall be due and owing on the
applicable Distribution Date or Business Day.
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“Policy”
shall mean Certificate Guaranty Insurance Policy AB1081BE together with
each
and
every endorsement thereto.
“Preference
Amount” shall mean any payment of principal or interest previously distributed
to a Holder on a Guaranteed Certificate, which would have been covered under
the
Policy
as
an Insured Amount, which has been deemed a preferential transfer and was
previously
recovered from its owner pursuant to the United States Bankruptcy Code in
accordance with
a
final, non-appealable order a court of competent jurisdiction.
“Premium
Percentage” shall mean 0.12% per annum with respect to the Guaranteed
Certificates.
“Reimbursement
Amount” shall mean, as to any Distribution Date, the sum of (i) all Insured
Payments paid by the Certificate Insurer, but for which the Certificate Insurer
has not been
reimbursed prior to such Distribution Date pursuant to Section 5.02 of the
Agreement, plus (ii)
interest accrued on such Insured Payments not previously repaid calculated
at
the Late Payment
Rate from the date the Trustee received the related Insured
Payments.
“Trustee”
shall mean U.S. Bank National Association or its successor-in-interest, in
its
capacity
as trustee under the Agreement, or if any successor trustee shall be appointed
as provided therein,
then “Trustee” shall also mean such successor trustee, subject to the provisions
thereof.
Capitalized
terms used herein and not otherwise defined shall have the meaning assigned
to
them in the Agreement.
Notwithstanding
any other provision of the Policy, the Certificate Insurer will pay any Insured
Amount payable hereunder no later than 12:00 noon, New York City time, on the
later of (i) the Distribution Date on which the related Insured Amount is Due
for Payment and (ii) the Business Day following receipt in New York, New York
on
a Business Day by the Certificate Insurer
of a Notice; provided
that,
if
such Notice is received after 12:00 noon, New York City time, on such Business
Day, it shall be deemed to be received on the following Business Day.
If
any
such Notice is not in proper form or is otherwise insufficient for the purpose
of making
a
claim under the Policy, it shall be deemed not to have been received for
purposes of this
paragraph, and the Certificate Insurer shall promptly so advise the Trustee
and
the Trustee may submit an amended Notice.
The
Certificate Insurer shall pay any Preference Amount when due to be paid pursuant
to
the
Order referred to below, but in any event no earlier than the third Business
Day
following receipt
by the Certificate Insurer on a Business Day of (i) a certified copy of a final,
non-appealable
order of a court or other body exercising jurisdiction in such insolvency
proceeding to the
effect that the Trustee or the Holder, as applicable, is required to return
such
Preference Amount
paid during the term of the Policy because such payments were avoided as a
preferential transfer
or otherwise rescinded or required to be restored by the Trustee or the Holder,
as applicable
(the “Order”), (ii) a certificate by or on behalf of the Trustee that the Order
has been entered
and is not subject to any stay, (iii) an assignment, in form and substance
satisfactory to the Certificate
Insurer, duly executed and delivered by the Trustee or Holder, as applicable,
irrevocably
assigning to the Certificate Insurer all rights and claims of the Trustee or
Holder, as
applicable, relating to or arising under the Agreement against the estate of
the
Trustee or otherwise with respect to such Preference Amount and (iv) a Notice
of
Nonpayment (attached hereto as Exhibit A) appropriately completed and executed
by the Trustee; provided, that if such documents are received after 12:00 noon,
New York City time, on such Business Day, they will be deemed to be received
on
the following Business Day; provided, further, that the Certificate Insurer
shall not be obligated to make any payment in respect of any Preference Amount
representing
a payment of principal on the Certificates prior to the time the Certificate
Insurer would have been required to make a payment in respect of such principal
pursuant to the first paragraph of the Policy. Such payment shall be disbursed
to the receiver, conservator, debtorin-possession
or trustee in bankruptcy named in the Order, and not to the Trustee or
Holder,
as applicable, directly, unless the Trustee or Holder, as applicable, has made
a
payment
of the Preference Amount to the court or such receiver, conservator,
debtor-inpossession
or trustee in bankruptcy named in the Order, in which case the Certificate
Insurer will
pay
the Trustee or Holder, as applicable, subject to the delivery of (a) the items
referred to in clauses (i), (ii), (iii) and (iv) above to the Certificate
Insurer and (b) evidence satisfactory to the Certificate Insurer that payment
has been made to such court or receiver, conservator, debtor-inpossession or
trustee in bankruptcy named in the Order.
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The
Certificate Insurer shall be subrogated to the rights of each Holder to the
extent of any payment
by the Certificate Insurer under the Policy.
The
Certificate Insurer hereby agrees that if it shall be subrogated to the rights
of Holders by
virtue
of any payment under the Policy, no recovery of such payment will occur unless
the full amount of the Holders’ allocable distributions for such Distribution
Date can be made. In so
doing,
the Certificate Insurer does not waive its rights to seek full payment of all
Reimbursement
Amounts owed to it under the Agreement.
The
Policy will not cover Net Prepayment Interest Shortfalls or Relief Act
Reductions allocated
to the Guaranteed Certificates, nor does the Policy guaranty to the Holders
any
particular
rate of principal payment. In addition, the Policy does not cover shortfalls,
if
any, attributable
to the liability of the Trust Fund, any REMIC, any Holder or the Trustee for
withholding taxes, if any, (including interest and penalties in respect of
any
liability for withholding
taxes) nor any risk other than Nonpayment, including the failure of the Trustee
to make
any
payment required under the Agreement to the Holders. The Policy does not cover
Basis
Risk Shortfalls or Unpaid Basis Risk Shortfalls on the Guaranteed
Certificates.
The
terms
and provisions of the Agreement constitute the instrument of assignment
referred
to in the second paragraph of the face of the Policy.
A
premium
will be payable on the Policy on each Distribution Date as provided in Section
5.02
of
the Agreement, beginning with the First Distribution Date, in an amount, with
respect to each distribution date, equal to the Certificate Insurer
Premium.
The
Certificate Insurer’s obligation under the Policy will be discharged to the
extent that
funds are received by the Trustee for distribution to the Holders, whether
or
not those funds
are
properly applied by the Trustee.
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Nothing
herein contained shall be held to vary, alter, waive or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Policy
other than as above stated.
To
the
extent the provisions of this endorsement conflict with the provisions in the
above-mentioned Policy, the provisions of this endorsement shall
govern.
The
Policy and the obligations of the Certificate Insurer hereunder shall terminate
without
any action on the part of the Certificate Insurer or any other person on the
date that is one year
and
one day following the earlier to occur of (i) the date on which all amounts
required to be
paid
on the Guaranteed Certificates have been paid in full and (ii) the Final
Scheduled Distribution
Date. Upon the termination of the Policy, the Trustee shall deliver the original
of
the
Policy to the Certificate Insurer.
No
person
other than the Trustee shall be entitled to present the Notice.
No
waiver
of any rights or powers of the Certificate Insurer, the Holders or the
Trustee
or consent by any of them shall be valid unless signed by an authorized officer
or agent
thereof.
The
Policy is issued under and pursuant to, and shall be construed under, the laws
of the
State
of New York, without giving effect to the conflicts of laws principles
thereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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Assistant
Secretary
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First
Vice President
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EXHIBIT
A
TO
THE
CERTIFICATE GUARANTY INSURANCE POLICY
Policy
No. AB 1081 BE
NOTICE
OF NONPAYMENT AND DEMAND
FOR
PAYMENT OF INSURED AMOUNTS AND PREFERENCE AMOUNTS
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Ambac
Assurance Corporation Xxx Xxxxx Xxxxxx Xxxxx
Xxx
Xxxx, XX 00000
Attention:
General Counsel
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Date:
[
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]
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Reference
is made to Certificate Guaranty Insurance Policy No. AB1081BE (the “Policy”)
issued
by
Ambac Assurance Corporation (“Ambac”). Terms capitalized herein and not
otherwise
defined shall have the meanings specified in the Policy and the Trust Agreement,
dated
as
of May 1, 2007, among Structured Asset Securities Corporation, as Depositor,
Aurora Loan
Services LLC, as Master Servicer, and U.S. Bank National Association, as Trustee
(as such
Agreement may be amended, modified or supplemented from time to time as set
forth in the
Agreement), as the case may be, unless the context otherwise
requires.
The
Trustee hereby certifies as follows:
1. The
Trustee is the Trustee under the Agreement for the Holders.
2. The
relevant Distribution Date is [date].
3. Payment
on the Class 2-A1B Certificates [Class 2-A2B Certificates] in respect of
the
Distribution Date is due to be made on ____________ under
the
Agreement, in an amount
equal to $ .
4. There
is
a [Insured Amount] [Preference Amount] of $
in
respect of the
Class
2-A1B Certificates [Class 2-A2B Certificates] which is Due for Payment pursuant
to the
terms
of the Agreement.
5. The
Trustee has not heretofore made a demand for the [Insured Amount] [Preference
Amount] in respect of the Distribution Date.
6. The
Trustee hereby requests the payment of the [Insured Amount] [Preference Amount]
that is Due for Payment be made by Ambac under the Policy and directs that
payment under the Policy be made to the following account by bank wire transfer
of federal or other immediately available funds in accordance with the terms
of
the Policy to:
Trustee's
account number.
7. The
Trustee hereby agrees that, following receipt of the [Insured Amount]
[Preference
Amount] from Ambac, it shall (a) hold such amounts in trust and apply the same
directly
to the distribution of payment on the Class 2-A1B Certificates [Class 2-A2B
Certificates] when
due;
(b) not apply such funds for any other purpose; (c) deposit such funds to the
Policy Payments Account and not commingle such funds with other funds held
by
the Trustee and (d) maintain
an accurate record of such payments with respect to each Certificate and the
corresponding
claim on the Policy and proceeds thereof.
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[Name
of Trustee]
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| By: | ||
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Title: |
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(Officer)
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A-1-
