CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
EXECUTED
VERSION
CERTIFICATE
GUARANTY INSURANCE POLICY ENDORSEMENT
|
Attached
to and forming part
of
Policy
No. AB1103BE issued
to:
|
Effective
Date of Endorsement
July
31, 2007
|
|
LaSalle
Bank National Association,
as
Trustee for the Holders of Xxxxxx
XS Trust Mortgage Pass-Through Certificates, Series 2007-14H,
Class
A2-2 and Class
A4
|
For
all
purposes of the Policy, the following terms shall have the following
mean-ings:
“Agreement”
shall mean the Trust Agreement, dated as of July 1, 2007, among Structured
Asset
Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
Servicer, and LaSalle 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
Insurance 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
A2-2 Certificates” shall mean any one of the Certificates designated as a
Class
A2-2
Certificate, substantially in the form set forth in Exhibit A to the
Agreement.
“Class
A4
Certificates” shall mean any one of the Certificates designated as a
Class
A4
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 August
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
July
2047.
-2-
“First
Distribution Date” shall mean the Distribution Date occurring in August
2007.
“Guaranteed
Distributions” shall mean, with respect to the Insured
Certificates (a) for any Distribution Date, (i) the Current Interest for
the
Insured Certificates for such Distribution
Date, but excluding therefrom any Net Prepayment Interest Shortfalls and
any
Relief
Act Reductions allocable to the Insured Certificates on such Distribution
Date
and (ii) the
amount of any Applied Loss Amounts allocated to the Insured Certificates
on such
Distribution
Date and (b) for the Final Scheduled Distribution Date, the aggregate Class
Principal Amount of
the
Insured 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
Insured
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 July 31, 2007,
among Ambac Assurance Corporation, Structured Asset Securities Cor-poration,
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 Insured Certificates on such Distribution
Date
in accordance
with the priorities set forth in Section 5.02 of the Agreement.
“Insured
Certificates” shall mean the Class A2-2 Certificates and the Class
A4
Certificates.
“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 Citibank, N.A. 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 Citibank,
N.A.)
plus
2%
and (ii) the then applicable highest rate of interest
on any of the Insured 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 writ-ing
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.
-3-
“Policy”
shall mean Certificate Guaranty Insurance Policy AB1103BE together with each
and
every
endorsement thereto.
“Preference
Amount” shall mean
any
payment
of
principal or interest previously dis-tributed
to a Holder on an Insured Certificate, which would have been covered under
the
Policy
as
an Insured Amount, which has been deemed a preferential transfer and was
previ-ously 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 0.14%
per
annum with respect to the Class A2-2 Certificates and 0.13% per annum with
respect to the Class A4 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 LaSalle 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 as-signed
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 follow-ing 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 Insured 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,
debtor-in-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-in-possession 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-in-possession
or
trustee in bankruptcy
named in the Order.
-4-
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
par-ticular
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 pen-alties in respect of any liability
for withholding
taxes) nor any risk other than Nonpayment, including the failure of the Trustee
to make
any
payment re-quired under the Agreement to the Holders. The Policy does not
cover
Basis Risk
Shortfalls or Unpaid Basis Risk Shortfalls on the Insured
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 Insurance
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.
-5-
The
Policy to which this Endorsement is attached and of which it forms a part
is
hereby amended
to provide that there shall be no acceleration payment due under the Policy
unless such acceleration
is at the sole option of the Certificate Insurer.
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
re-quired to
be
paid on the Insured 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.
IN
WITNESS WHEREOF, Ambac Assurance Corporation has caused this endorsement
to
the
Policy to be signed by its duly authorized officers.
| /s/ Xxxxx Xxxxxxx | /s/ Xxx Xxx | |
| Assistant Secretary | Vice President |
-6-
EXHIBIT
A
TO
THE
CERTIFICATE GUARANTY INSURANCE POLICY
Policy
No. AB1103BE
NOTICE
OF NONPAYMENT AND DEMAND
FOR
PAYMENT OF INSURED AMOUNTS AND PREFERENCE AMOUNTS
Date:
[ ]
Ambac
Assurance Corporation
One
State
Street Plaza
New
York,
NY 10004
Attention:
General Counsel
Reference
is made to Certificate Guaranty Insurance Policy No. AB1103BE (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 July 1, 2007, among Structured Asset Securities Corporation, as Depositor,
Aurora Loan
Services LLC, as Master Servicer, and LaSalle 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 Insured 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
Insured
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
pay-ment 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 Insured 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.
A-1
[Name
of
Trustee]
By:
Title:
(Officer)
A-2
