CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: Structured Asset Securities Corporation POLICY NUMBER: 32818
Mortgage Pass-Through Certificates, Series 2000-3
$25,000,000 7.65% Class 2-A5 Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any Owner that an amount equal to each full and complete Insured
Payment will be received by Bank One, National Association, or its successor,
as trustee for the Owners (the "Trustee"), on behalf of the Owners from the
Insurer, for distribution by the Trustee to each Owner of each Owner's
proportionate share of the Insured Payment. The Insurer's obligations
hereunder with respect to a particular Insured Payment shall be discharged to
the extent funds equal to the applicable Insured Payment are received by the
Trustee, whether or not such funds are properly applied by the Trustee.
Insured Payments shall be made only at the time set forth in this Policy, and
no accelerated Insured Payments shall be made regardless of any acceleration
of the Obligations, unless such acceleration is at the sole option of the
Insurer.
Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of a REMIC, the Trust Fund
or the Trustee for withholding taxes, if any (including interest and penalties
in respect of any such liability). This Policy will not provide credit
enhancement for any Class of Certificates other than the Class 2-A5
Certificates.
The Insurer will pay any Insured Payment that is a Preference Amount
on the Business Day following receipt on a Business Day by the Fiscal Agent
(as described below) of (i) a certified copy of the order requiring the return
of a preference payment, (ii) an opinion of counsel satisfactory to the
Insurer that such order is final and not subject to appeal, (iii) an
assignment in such form as is reasonably required by the Insurer, irrevocably
assigning to the Insurer all rights and claims of the Owner relating to or
arising under the Obligations against the debtor which made such preference
payment or otherwise with respect to such preference payment and (iv)
appropriate instruments to effect the appointment of the Insurer as agent for
such Owner in any legal proceeding related to such preference payment, such
instruments being in a form satisfactory to the Insurer, 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. Such
payments shall be disbursed to the receiver or trustee in bankruptcy named in
the final order of the court exercising jurisdiction on behalf of the Owner
and not to any Owner directly unless such Owner has returned principal or
interest paid on the Obligations to such receiver or trustee in bankruptcy, in
which case such payment shall be disbursed to such Owner.
The Insurer will pay any other amount payable hereunder no later than
12:00 noon, New York City time, on the later of the Distribution Date on which
the related Deficiency Amount is due or the second Business Day following
receipt in New York, New York on a Business Day by State Street Bank and Trust
Company, N.A., as Fiscal Agent for the Insurer, or any successor fiscal agent
appointed by the Insurer (the "Fiscal Agent"), of a Notice (as described
below), provided that if such Notice is received after 12:00 noon, New York
City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice received by the Fiscal Agent is not
in proper form or is otherwise insufficient for the purpose of making claim
hereunder, it shall be deemed not to have been received by the Fiscal Agent
for purposes of this paragraph, and the Insurer or the Fiscal Agent, as the
case may be, shall promptly so advise the Trustee and the Trustee may submit
an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein, will
be disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by
wire transfer of immediately available funds in the amount of the Insured
Payment less, in respect of Insured Payments related to Preference Amounts,
any amount held by the Trustee for the payment of such Insured Payment and
legally available therefor.
The Fiscal Agent is the agent of the Insurer only, and the Fiscal
Agent shall in no event be liable to Owners for any acts of the Fiscal Agent
or any failure of the Insurer to deposit, or cause to be deposited, sufficient
funds to make payments due under this Policy.
As used herein, the following terms shall have the following
meanings:
"Agreement" means the Trust Agreement, dated as of July 1, 2000,
among Structured Asset Securities Corporation, as Depositor, Aurora Loan
Services Inc., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as
Securities Administrator, and Bank One, National Association, as Trustee,
without regard to any amendment or supplement thereto.
"Business Day" means any day other than a Saturday, a Sunday or a day
on which the Insurer or banking institutions in New York City or in the city
in which the corporate trust office of the Trustee under the Agreement is
located are authorized or obligated by law or executive order to close.
"Deficiency Amount" means with respect to any Distribution Date, the
excess, if any, of Guaranteed Distributions over the Available Distribution
Amount for Pool 2 available to Class 2-A5 Certificateholders.
"Guaranteed Distributions" means (a) for any Distribution Date, (i)
the Accrued Certificate Interest for the Class 2-A5 Certificates for such
Distribution Date including any Net Prepayment Interest Shortfalls relating to
prepayments and any Relief Act Reductions allocable to such Class of
Certificates on such Distribution Date that are not covered by the Class 2-A5
Reserve Fund, and (ii) the amount of any Realized Loss allocated to the Class
2-A5 Certificates on such Distribution Date, and (b) for the Final Scheduled
Distribution Date, the Class Principal Amount of the Class 2-A5 Certificates
to the extent unpaid on the Final Scheduled Distribution Date.
"Insured Payment" means (a) as of any Distribution Date, any
Deficiency Amount and (b) any Preference Amount.
"Notice" means the telephonic or telegraphic notice, promptly
confirmed in writing by facsimile substantially in the form of Exhibit A
attached hereto, the original of which is subsequently delivered by registered
or certified mail, from the Trustee specifying the Insured Payment which shall
be due and owing on the applicable Distribution Date.
"Owner" means each Class 2-A5 Certificateholder (as defined in the
Agreement) who, on the applicable Distribution Date, is entitled under the
terms of the related Certificates to payment thereunder.
"Preference Amount" means any amount previously distributed to an
Owner on the Obligations that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with
a final nonappealable order of a court having competent jurisdiction.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Agreement as of the date of
execution of this Policy, without giving effect to any subsequent amendment to
or modification of the Agreement unless such amendment or modification has
been approved in writing by the Insurer.
Any notice hereunder or service of process on the Fiscal Agent may be
made at the address listed below for the Fiscal Agent or such other address as
the Insurer shall specify in writing to the Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway,
New York, New York 10006, Attention: Municipal Registrar and Paying Agency, or
such other address as the Fiscal Agent shall specify to the Trustee in
writing.
THIS POLICY IS BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE
CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this
Policy is not refundable for any reason, including payment, or provision being
made for payment, prior to maturity of the Obligations.
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed
and attested this 28th day of July, 2000.
MBIA INSURANCE CORPORATION
By____________________________
President
Attest:
By ___________________________
Assistant Secretary
<PAGE>
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE
POLICY NUMBER: 32818
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 32818
State Street Bank and Trust Company, N.A., as Fiscal Agent
for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and
Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of [NAME OF TRUSTEE], as
trustee (the "Trustee"), hereby certifies to State Street Bank and Trust
Company, N.A. (the "Fiscal Agent") and MBIA Insurance Corporation (the
"Insurer"), with reference to Certificate Guaranty Insurance Policy Number:
32818 (the "Policy") issued by the Insurer in respect of the Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 2000-3
$25,000,000 7.65% Class 2-A5 Certificates (the "Obligations"), that:
(a) the Trustee is the trustee under the Trust Agreement, dated
as of July 1, 2000, between Structured Asset Securities Corporation,
as Depositor, Aurora Loan Services Inc., as Master Servicer, Wells
Fargo Bank Minnesota, N.A., as Securities Administrator and Bank One,
National Association, as Trustee, without regard to any amendment or
supplement thereto.
(b) the amount due under clause (a) of the definition of
Guaranteed Distributions for the Distribution Date occurring on
[ ] the "Applicable Distribution Date") is $[ ];
(c) the amount due under clause (b) of the definition of
Guaranteed Distributions for the Applicable Distribution Date is
$[ ];
(d) the sum of the amounts listed in paragraphs (b) and (c) is
$[ ]
(e) the Available Distribution Amount available to the Class
2-A5 Certificateholders for the Applicable Distribution Date is
$[ ];
(f) the excess of the amounts listed in paragraphs (d) over the
amounts listed in paragraph (e) above is $[ ] (the "Deficiency
Amount");
(g) the amount of previously distributed payments on the
Obligations that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the
Bankruptcy Code in accordance with a final nonappealable order of a
court having competent jurisdiction is $[ ] (the "Preference
Amount");
(h) the total Insured Payment due is $[ ], which
amount equals the sum of the Deficiency Amount and the Preference
Amount;
(i) the Trustee is making a claim under and pursuant to the
terms of the Policy for the dollar amount of the Insured Payment set
forth in (f) above to be applied to the payment of the Deficiency
Amount for the Applicable Distribution Date in accordance with the
Agreement and for the dollar amount of the Insured Payment set forth
in (g) above to be applied to the payment of any Preference Amount;
and
(j) the Trustee directs that payment of the Insured Payment 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: [TRUSTEE'S ACCOUNT NUMBER].
Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Policy.
Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or
Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading, Information Concerning Any Fact Material Thereto, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A
Civil Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The
Claim For Each Such Violation.
IN WITNESS WHEREOF, the Trustee has executed and delivered this
Notice under the Policy as of the [ ] day of [ ], [ ].
[NAME OF TRUSTEE], as Trustee
By___________________________
Title________________________
