MBIA INSURANCE CORPORATION,
as Insurer
LEHMAN CAPITAL,
as Seller
STRUCTURED ASSET SECURITIES CORPORATION,
as Depositor
and
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
INSURANCE AGREEMENT
Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2000-3
$25,000,000 7.65% Class 2-A5 Certificates
Dated as of July 1, 2000
<PAGE>
TABLE OF CONTENTS
Page
Article I
DEFINITIONS
Section 1.01. General Definitions..........................................1
Section 1.02. Generic Terms ...............................................5
Article II
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 2.01. Representations, Warranties and Covenants
of the Seller and the Depositor ...........................5
Section 2.02. Reserved ....................................................9
Section 2.03. Representations, Warranties and Covenants of Trustee .......10
Article III
THE POLICY; REIMBURSEMENT; SECURITY
Section 3.01. Agreement To Issue the Policy ..............................11
Section 3.02. Conditions Precedent to Issuance of the Policy .............11
Section 3.03. Payment of Fees and Premium ................................12
Section 3.04. Payment Procedure .........................................13
Section 3.05. Reimbursement and Additional Payment
Obligation of the Seller and the Depositor ...............13
Section 3.06. Indemnification by the Seller and the Depositor ............14
Article IV
FURTHER AGREEMENTS
Section 4.01. Effective Date; Term of Agreement ..........................15
Section 4.02. Waiver of Rights; Further Assurances .......................15
Section 4.03. Obligations Absolute .......................................15
Section 4.04. Assignments; Reinsurance; ThirdParty Rights ................16
Section 4.05. Liability of Insurer .......................................17
Section 4.06. Subrogation ................................................17
Article V
DEFAULTS; REMEDIES
Section 5.01. Defaults ...................................................17
Section 5.02. Remedies; No Remedy Exclusive ..............................18
Section 5.03. Waivers ....................................................18
Article VI
MISCELLANEOUS
Section 6.01. Amendments, Changes and Modifications ......................19
Section 6.02. Notices ....................................................19
Section 6.03. Severability ...............................................20
Section 6.04. Governing Law ..............................................20
Section 6.05. Consent to Jurisdiction and Venue, Etc. ....................20
Section 6.06. Consent of Insurer .........................................21
Section 6.07. Counterparts ...............................................21
Section 6.08. Headings ...................................................21
Section 6.09. WAIVER OF TRIAL BY JURY ....................................21
Section 6.10. Entire Agreement ...........................................21
Section 6.11.Third Party Beneficiary .....................................21
<PAGE>
INSURANCE AGREEMENT
THIS INSURANCE AGREEMENT is made as of July 1, 2000 by and among MBIA
INSURANCE CORPORATION (the "Insurer"), LEHMAN CAPITAL, a Division of Lehman
Brothers Holdings Inc., as Seller (the "Seller"), STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor (the "Depositor"), and BANK ONE, NATIONAL
ASSOCIATION, a national banking association, in its capacity as trustee under
the Trust Agreement (the "Trustee").
RECITALS:
WHEREAS, the Trust Agreement dated as of July 1, 2000 by and among
the Depositor, the Master Servicer, Wells Fargo Bank Minnesota, N.A., as
Securities Administrator and the Trustee (the "Trust Agreement") relating to
the Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2000-3 $25,000,000 7.65% Class 2-A5 Certificates (the
"Insured Certificates") provides for, among other things, the issuance of
mortgage backed certificates, representing fractional ownership interests in
the trust estate (the "Trust") established thereby;
WHEREAS, the Depositor has requested that the Insurer issue a
certificate guaranty insurance policy (the "Policy") to guarantee payment of
Insured Payments (as defined in the Policy) to the Trustee for the benefit of
the Owners of the Insured Certificates upon such terms and conditions as were
mutually agreed upon by the parties and subject to the terms and the
conditions of the Policy;
WHEREAS, the parties hereto desire to specify the conditions
precedent to the issuance of the Policy by the Insurer and to provide for
certain other matters;
NOW, THEREFORE, in consideration of the premises and of the
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. General Definitions. The terms defined in this
Article I shall have the meanings provided herein for all purposes of this
Agreement, unless the context clearly requires otherwise, in both singular and
plural form, as appropriate. Capitalized terms used in this Agreement but not
otherwise defined herein will have the meanings assigned to such terms in the
Trust Agreement.
"Agreement" means this Insurance Agreement dated as of July 1, 2000,
including any amendments or any supplements hereto as herein permitted.
"Assignment and Assumption Agreements" means the Assignment and
Assumption Agreements assigning certain underlying sale and servicing
agreements from Lehman Brothers Bank, as assignor, to the Seller, as assignee.
"Bank of America Servicing Agreement" means the Reconstituted
Servicing Agreement dated July 1, 2000, between the Seller and Bank of
America, N.A. including any amendments and supplements thereto as therein and
herein permitted.
"Business Day" means any day other than (i) a Saturday or a Sunday
(ii) a day on which the Insurer is closed or (iii) a day on which banking
institutions in New York City or in the city in which the corporate trust
office of the Trustee under the Trust Agreement is located are authorized or
obligated by law or executive order to close.
"Chase Manhattan Servicing Agreement" means the Reconstituted
Servicing Agreement (FX-7(A)) dated July 1, 2000, between the Seller and Chase
Manhattan Mortgage Corporation and the Reconstituted Servicing Agreement
(FX-7(B)) dated July 1, 2000, between the Seller and Chase Manhattan Mortgage
Corporation including any amendments and supplements thereto as therein and
herein permitted.
"Class 2-A5 Premium Percentage" shall have the meaning set forth in
paragraph 1(a) of the Commitment. "Commitment" means the Commitment, dated
July 27, 2000 between Lehman Brothers Inc. and the Insurer, relating to the
Insured Certificates.
"Countrywide Servicing Agreement" means the Reconstituted Servicing
Agreement dated July 1, 2000, between the Seller and Countrywide Home Loans,
Inc. including any amendments and supplements thereto as therein and herein
permitted.
"Date of Issuance" means the date on which the Policy is issued as
specified therein.
"Event of Default" means any event of default set forth in Section
5.01 hereof.
"Financial Statements" means, with respect to the Seller or the
Depositor the balance sheets and the statements of income and retained
earnings and the notes thereto.
"GreenPoint Servicing Agreement" means the Reconstituted Servicing
Agreement dated July 1, 2000, between the Seller and GreenPoint Mortgage
Funding, Inc. including any amendments and supplements thereto as therein and
herein permitted.
"Indemnification Agreement" means the Indemnification Agreement dated
as of July 26, 2000 among the Insurer, the Seller, and the Underwriter
including any amendments and supplements thereto as therein and herein
permitted.
"Irwin Servicing Agreement" means the Reconstituted Servicing
Agreement dated July 1, 2000, between the Seller and Irwin Mortgage
Corporation including any amendments and supplements thereto as therein and
herein permitted.
"Late Payment Rate" means the rate of interest 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 3%. The Late Payment Rate shall be
computed on the basis of a year of 365 days calculating the actual number of
days elapsed. In no event shall the Late Payment Rate exceed the maximum rate
permissible under law applicable to this Agreement limiting interest rates.
"Material Adverse Change" means, in respect of any Person, a material
adverse change in the ability of such Person to perform its obligations under
any of the Transaction Documents.
"Moody's" means Moody's Investors Service, Inc., a Delaware
corporation, and any successor thereto, and, if such corporation shall for any
reason no longer perform the functions of a securities rating agency,
"Moody's" shall be deemed to refer to any other nationally recognized rating
agency designated by the Insurer.
"Mortgage Loan Sale and Assignment Agreement" means the Mortgage Loan
Sale and Assignment Agreement dated as of July 1, 2000 between the Seller and
the Depositor including any amendments and supplements thereto as therein and
herein permitted.
"Offering Document" means the Prospectus dated May 23, 2000 and the
Prospectus Supplement thereto dated July 26, 2000 of the Depositor in respect
of the Insured Certificates (and any amendment or supplement thereto) and any
other offering document in respect of the Insured Certificates prepared by the
Depositor that makes reference to the Policy.
"Owner" means each Holder (as defined in the Trust Agreement) of an
Insured Certificate who, on the applicable Distribution Date, is entitled
under the terms of the Insured Certificates to payment thereunder.
"Person" means an individual, joint stock company, trust,
unincorporated association, joint venture, corporation, business or owner
trust, limited liability company, partnership or other organization or entity
(whether governmental or private).
"Premium" means the premium payable in accordance with Section 3.03
hereof.
"Purchase Agreement" means the Purchase Agreement dated as of July
26, 2000 between the Depositor and the Underwriter including any amendments
and supplements thereto as therein and herein permitted.
"Registration Statement" means the Registration Statement on Form S-3
of the Depositor relating to the Certificates.
"Securities Act" means the Securities Act of 1933, including, unless
the context otherwise requires, the rules and regulations thereunder, as
amended from time to time.
"Securities Exchange Act" means the Securities Exchange Act of 1934,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time. "Servicing Agreement" means the
Servicing Agreement dated as of July 1, 2000 between the Seller and Aurora
Loan Services, Inc. including any amendments and supplements thereto as
therein and herein permitted.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGrawHill Companies, Inc., and any successor thereto, and, if such
corporation shall for any reason no longer perform the functions of a
securities rating agency, "S&P" shall be deemed to refer to any other
nationally recognized rating agency designated by the Insurer.
"SunTrust Servicing Agreement" means the Reconstituted Servicing
Agreement dated July 1, 2000, between the Seller and SunTrust Mortgage, Inc.
including any amendments and supplements thereto as therein and herein
permitted.
"Term of the Agreement" shall be determined as provided in Section
4.01 hereof.
"Transaction" means the transactions contemplated by the Transaction
Documents, including the transaction described in the Prospectus Supplement.
"Transaction Documents" means this Agreement, the Indemnification
Agreement, the Commitment, the Trust Agreement, the Custodial Agreements, the
Servicing Agreement, the Bank of America Servicing Agreement, each of the
Chase Manhattan Servicing Agreements, the Countrywide Servicing Agreement, the
GreenPoint Servicing Agreement, the Irwin Servicing Agreement, the SunTrust
Servicing Agreement, the Wells Fargo Servicing Agreement, the Assignment and
Assumption Agreements, the Mortgage Loan Sale and Assignment Agreement, the
Security Purchase Agreement, the Purchase Agreement, the Custodial Agreements,
the Underwriting Agreement, the Offering Document and the Certificates.
"Trust Agreement" means the Trust Agreement dated as of July 1, 2000
among the Depositor, Aurora Loan Services, Inc, as Master Servicer, Wells
Fargo Bank Minnesota, N.A., as Securities Administrator, and the Trustee,
including any amendments and supplements thereto as therein and herein
permitted.
"Underwriter" means Lehman Brothers Inc.
"Underwriting Agreement" means the Underwriting Agreement dated as of
April 16, 1996 between the Depositor and the Underwriter, as supplemented by a
terms agreement dated July 26, 2000 between the Depositor and the Underwriter,
including any amendments and supplements thereto as therein and herein
permitted.
"Wells Fargo Servicing Agreement" means the Reconstituted Servicing
Agreement dated July 1, 2000, between the Seller and Wells Fargo Home
Mortgage, Inc. including any amendments and supplements thereto as therein and
herein permitted.
Section 1.02. Generic Terms. All words used herein shall be construed
to be of such gender or number as the circumstances require. This "Agreement"
shall mean this Agreement as a whole and as the same may, from time to time
hereafter, be amended, supplemented or modified. The words "herein," "hereby,"
"hereof," "hereto," "hereinabove" and "hereinbelow," and words of similar
import, refer to this Agreement as a whole and not to any particular
paragraph, clause or other subdivision hereof, unless otherwise specifically
noted.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS TC
Section 2.01. Representations, Warranties and Covenants of the Seller
and the Depositor. Each of the Seller and the Depositor, represents and
warrants to, as of the Date of Issuance, and covenants with, the Insurer as
follows:
(a) Due Organization and Qualification. Each of the Seller
and the Depositor is a corporation, duly organized, validly existing
and in good standing under the laws of its respective jurisdiction of
incorporation. Each of the Seller and the Depositor is duly qualified
to do business, is in good standing and has obtained all licenses,
permits, charters, registrations and approvals (together,
"approvals") necessary for the conduct of its business as currently
conducted and as described in the Offering Document and the
performance of its obligations under the Transaction Documents, in
each jurisdiction in which the failure to be so qualified or to
obtain such approvals would render any Transaction Document
unenforceable in any respect or would have a material adverse effect
upon the Transaction, the Owners or the Insurer.
(b) Power and Authority. Each of the Seller and the
Depositor have all necessary corporate power and authority to conduct
its business as currently conducted and, as described in the Offering
Document, to execute, deliver and perform its obligations under the
Transaction Documents and to consummate the Transaction.
(c) Due Authorization. The execution, delivery, and
performance of the Transaction Documents by the Seller and the
Depositor have been duly authorized by all necessary corporate action
and do not require any additional approvals or consents, or other
action by or any notice to or filing with any Person, including,
without limitation, any governmental entity or the Seller's or the
Depositor's stockholders, which have not previously been obtained or
given by the Seller or the Depositor.
(d) Noncontravention. Neither the execution and delivery of
the Transaction Documents by the Seller or the Depositor, the
consummation of the transactions contemplated thereby nor the
satisfaction of the terms and conditions of the Transaction
Documents:
(i) conflicts with or results in any breach or
violation of any provision of the certificate of
incorporation or bylaws of the Seller or the Depositor or
any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award currently in
effect having applicability to the Seller or the Depositor
or any of its material properties, including regulations
issued by an administrative agency or other governmental
authority having supervisory powers over the Seller and the
Depositor;
(ii) constitutes a default by the Seller or the
Depositor under or a breach of any provision of any material
loan agreement, mortgage, indenture or other agreement or
instrument to which the Seller or the Depositor is a party
or by which any of its or their respective properties, which
are individually or in the aggregate material to the Seller
or the Depositor, is or may be bound or affected; or
(iii) results in or requires the creation of any
lien upon or in respect of any assets of the Seller or the
Depositor, except as contemplated by the Transaction
Documents.
(e) Legal Proceedings. There is no action, proceeding or
investigation by or before any court, governmental or administrative agency or
arbitrator against or affecting the Seller or the Depositor or any of its or
their subsidiaries, or any properties or rights of the Seller or the Depositor
or any of its or their subsidiaries, pending or, to the Seller's, and the
Depositor's knowledge, threatened, which, in any case, could reasonably be
expected to result in a Material Adverse Change with respect to the Seller or
the Depositor.
(f) Valid and Binding Obligation. The Transaction Documents to which
either the Seller or the Depositor are a party constitute, and when executed
by the Seller and the Depositor (if not previously) will constitute, the
legal, valid and binding obligations of the Seller and the Depositor, as
applicable, enforceable against the Seller and the Depositor in accordance
with their respective terms, except as the enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or limiting creditors' rights generally or general equitable
principles, as such relate to the Seller or the Depositor.
(g) Financial Statements. The Financial Statements supplied, or
publicly available, to the Insurer prior to the Date of Issuance (i) present
fairly the financial condition and results of operations of the Seller and the
Depositor as of the dates and for the periods indicated and (ii) have been
prepared in accordance with generally accepted accounting principles
consistently applied, except as noted therein and subject to yearend
adjustments with respect to interim statements. Since the date of such
Financial Statements, there has been no Material Adverse Change in such
condition or operations of the Seller or the Depositor.
(h) Compliance With Law, Regulations, Etc. Except as disclosed in
writing to the Insurer or in the Offering Document, neither the Seller nor the
Depositor has notice or any reason to believe that any practice, procedure or
policy employed by the Seller or the Depositor in the conduct of its business
violates, any law, regulation, judgment or agreement applicable to the Seller
or the Depositor which, if enforced, would have a material adverse effect on
the ability of the Seller or the Depositor to perform its obligations under
the Transaction Documents. Except as disclosed in writing to the Insurer or in
the Offering Document, neither the Seller nor the Depositor is in breach of or
in default under any applicable law or administrative regulation of any
department, division, agency or instrumentality which has jurisdiction over it
or any applicable judgment or decree or any loan agreement, note, resolution,
certificate, agreement or other instrument to which the Seller or the
Depositor is a party or is otherwise subject which would have a material
adverse affect on its or their ability to perform under the Transaction
Documents.
(i) Delivery of Information. None of the Transaction Documents nor
any other documents, reports, notices, operating agreements, schedules,
certificates, statements or other writings (collectively, the "Documents"),
furnished to the Insurer by the Seller or the Depositor on or before the Date
of Issuance contain any statement of a material fact by the Seller or the
Depositor which was untrue or misleading in any material respect when made.
Since the furnishing of the Documents but prior to the offering of the Insured
Certificates, there has been no change nor any development or event involving
a prospective change which would render any of the Transaction Documents
untrue or misleading in a material respect.
(j) Continuing Information. The Seller or the Depositor shall deliver
to the Insurer concurrently with the delivery thereof to the Trustee the
statements, notices, reports or other information required by the Trust
Agreement to be delivered to the Insurer or the Certificateholders. Upon the
request of the Insurer, the Depositor shall furnish, with reasonable
promptness, any Financial Statements or data regarding the Trust.
(k) Access to Records; Discussions With Officers and Accountants. The
Depositor shall, upon the request of the Insurer, permit the Insurer, or its
authorized agent, at reasonable times and upon reasonable notice, to inspect,
the Depositor's books and records as they may relate to the Certificates, the
Mortgage Loans and the Underlying Security and the Depositor's obligations
under the Transaction Documents and to discuss the Depositor's affairs,
finances and accounts with an appropriate authorized officer of the Depositor.
(l) Notice of Material Events. The Seller and the Depositor shall be
obligated (which obligation shall be satisfied as to each if performed by the
Seller or the Depositor) promptly to inform the Insurer in writing of the
occurrence of any of the following to the extent any of the following relate
to it:
(i) the submission of any claim or the initiation or threat
of any legal process, litigation or administrative or judicial
investigation or rule making or disciplinary proceeding in any
federal, state or local court or before any arbitration board, or any
such proceeding threatened by any government agency, which, if
adversely determined, would have a material adverse effect on the
Seller, the Depositor, the Owners or the Insurer or would result in a
Material Adverse Change with respect to the Seller or the Depositor;
(ii) the occurrence of any Default or Event of Default or of
any Material Adverse Change;
(iii) the commencement of any proceedings by or against the
Seller or the Depositor under any applicable bankruptcy,
reorganization, liquidation, rehabilitation, insolvency or other
similar law now or hereafter in effect or of any proceeding in which
a receiver, liquidator, conservator, trustee or similar official
shall have been, or may be, appointed or requested for the Seller or
the Depositor or any of its or their assets;
(iv) or the receipt of notice that (A) the Seller or the
Depositor is being placed under regulatory supervision, (B) any
license, permit, charter, registration or approval necessary for the
conduct of the Seller or the Depositor business is to be or may be
suspended or revoked, or (C) the Seller or the Depositor is to cease
and desist any practice, procedure or policy employed by the Seller
or the Depositor in the conduct of its business, and such cessation
may result in a Material Adverse Change with respect to the Seller or
the Depositor.
(m) Impairment of Rights. The Seller and the Depositor shall
not take any action, if such action will have a material adverse
effect on the Insurer's ability to enforce its rights under the Trust
Agreement, or this Agreement; provided, however, that this Section
2.01 (m) shall not prohibit the Seller or the Depositor from taking
any action it is required to take pursuant to the Transaction
Documents, any applicable law or order of any court or regulatory
authority with jurisdiction over the Seller, the Depositor, the
Transaction Documents or the Certificates.
(n) Securities Law Compliance. The Seller and the Depositor
each represent and warrant that neither the offer nor the sale of the
Certificates to the Underwriter has been or will be in violation of
the Securities Act or any federal or state securities laws. The
Seller and the Depositor each further represents and warrants that it
is not required to be registered as an "investment company" under the
Investment Company Act of 1940, as amended.
(o) Transcripts. The Seller and the Depositor shall, within
90 days following the closing of the Transaction, provide each of the
Insurer and its counsel a final transcript containing the documents
and opinions executed in connection with the Transaction.
(p) Transaction Documents. Each of the representations and
warranties of the Seller and the Depositor contained in the
Transaction Documents is true and correct in all material respects,
and the Seller and the Depositor hereby make each such representation
and warranty to, and for the benefit of, the Insurer as if the same
were set forth in full herein.
(q) Solvency; Fraudulent Conveyance. The Seller and the
Depositor are solvent and will not be rendered insolvent by the
Transaction and, after giving effect to the Transaction, neither the
Seller nor the Depositor will be left with an unreasonably small
amount of capital with which to engage in its business, nor does the
Seller or the Depositor intend to incur, or believe that it has
incurred, debts beyond its ability to pay as they mature. Neither of
the Seller nor the Depositor contemplates the commencement of
insolvency, bankruptcy, liquidation or consolidation proceedings or
the appointment of a receiver, liquidator, conservator, trustee or
similar official in respect of the Seller or the Depositor or any of
its or their assets. The amount of consideration being received by
the Depositor upon the sale of the Certificates to the Underwriter
constitutes reasonably equivalent value and fair consideration for
the interest in the Mortgage Loans and the Underlying Security
evidenced by the Certificates. The Seller is not transferring the
Mortgage Loans and the Underlying Security to the Depositor, the
Depositor is not transferring the Mortgage Loans and the Underlying
Security to the Trust and the Depositor is not selling the
Certificates to the Underwriter, as provided in the Transaction
Documents, with any intent to hinder, delay or defraud any of the
Seller's or the Depositor's creditors.
(r) Compliance With Agreements and Applicable Laws. The
Seller and the Depositor shall comply in all material respects with
the terms and conditions of the Transaction Documents to which it is
a party and shall comply with all material requirements of any law,
rule or regulation applicable to it.
(s) Maintenance of Existence. The Seller and the Depositor,
its or their successors and assigns, shall maintain their corporate
existence and shall at all times continue to be duly organized under
the laws of their respective jurisdictions of organization and duly
qualified and duly authorized (as described in section 2.01(a), (b)
and (c) hereof) and shall conduct its business in accordance with the
terms of its charter, certificate or articles of incorporation and
bylaws.
Section 2.02. Reserved.
Section 2.03. Representations, Warranties and Covenants of Trustee.
The Trustee represents and warrants to, as of the Date of Issuance, and
covenants with the other parties hereto as follows:
(a) Due Organization and Qualification. The Trustee is a
national banking association, duly organized, validly existing and in
good standing under the laws of the United States. The Trustee is
duly qualified to do business, is in good standing and has obtained
all licenses, permits, charters, registrations and approvals
(together, "approvals") necessary for the conduct of its business as
currently conducted and the performance of its obligations under the
Transaction Documents to which it is a party, in each jurisdiction in
which the failure to be so qualified or to obtain such approvals
would render any Transaction Document to which it is a party
unenforceable in any respect or would have a material adverse effect
upon the Transaction, the Owners or the Insurer.
(b) Due Authorization. The execution, delivery and
performance of the Transaction Documents to which it is a party by
the Trustee have been duly authorized by all necessary action and do
not require any additional approvals or consents, or other action by
or any notice to or filing with any Person, including, without
limitation, any governmental entity or the Trustee's stockholders,
which have not previously been obtained or given by the Trustee.
(c) Noncontravention. Neither the execution and delivery of
the Transaction Documents to which it is a party by the Trustee, the
consummation of the transactions contemplated thereby nor the
satisfaction of the terms and conditions of such Transaction
Documents:
(i) conflicts with or results in any breach or
violation of any provision of the certificate or articles of
incorporation or bylaws of the Trustee or any law, rule,
regulation, order, writ, judgment, injunction, decree,
determination or award currently in effect having
applicability to the Trustee or any of its material
properties, including regulations issued by an
administrative agency or other governmental authority having
supervisory powers over the Trustee;
(ii) constitutes a default by the Trustee under or
a breach of any provision of any loan agreement, mortgage,
indenture or other agreement or instrument to which the
Trustee is a party or by which any of its or their
respective properties, which are individually or in the
aggregate material to the Trustee, is or may be bound or
affected; or
(iii) results in or requires the creation of any
lien upon or in respect of any assets of the Trustee, except
as contemplated by the Transaction Documents.
(d) Legal Proceedings. There is no action, proceeding or
investigation by or before any court, governmental or administrative agency or
arbitrator against or affecting the Trustee, or any of its subsidiaries, or
any properties or rights of the Trustee, or any of its subsidiaries, pending
or, to the Trustee's knowledge after reasonable inquiry, threatened, which, in
any case, could reasonably be expected to result in a Material Adverse Change
with respect to the Trustee.
(e) Valid and Binding Obligations. The Trustee has duly authorized,
executed, issued and delivered the Insured Certificates. The Transaction
Documents (other than the Insured Certificates) to which it is a party, when
executed and delivered by the Trustee, will constitute the legal, valid and
binding obligations of the Trustee, enforceable in accordance with their
respective terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and general equitable principles. The Trustee will
not at any time in the future deny that the Transaction Documents to which it
is a party constitute the legal, valid and binding obligations of the Trustee.
(f) Compliance With Law, Etc. No practice, procedure or policy
employed, or proposed to be employed, by the Trustee in the conduct of its
business violates any law, regulation, judgment, agreement, order or decree
applicable to any of them that, if enforced, could reasonably be expected to
result in a Material Adverse Change with respect to the Trustee. The Trustee
is not in breach of or in default under any applicable law or administrative
regulation of its respective jurisdiction of incorporation, or any department,
division, agency or instrumentality thereof or of the United States or any
applicable judgment or decree or any loan agreement, note, resolution,
certificate, agreement or other instrument to which the Trustee is a party or
is otherwise subject which, if enforced, would have a material adverse effect
on the ability of the Trustee to perform its obligations under the Transaction
Documents to which it is a party.
(g) Transaction Documents. Each of the representations and warranties
of the Trustee contained in the Transaction Documents to which it is a party
is true and correct in all material respects, and the Trustee hereby makes
each such representation and warranty to, and for the benefit of, the Insurer
as if the same were set forth in full herein.
(h) Compliance. The Trustee shall comply in all material respects
with the terms and conditions of the Transaction Documents to which it is a
party.
ARTICLE III
THE POLICY; REIMBURSEMENT; SECURITY
Section 3.01. Agreement To Issue the Policy. The Insurer agrees,
subject to the conditions set forth in Section 3.02 hereof, to issue the
Policy on the Date of Issuance.
Section 3.02. Conditions Precedent to Issuance of the Policy. The
Seller, the Depositor and the Underwriter shall have complied with the terms
and satisfied the conditions precedent set forth below:
(a) the Underwriter shall have paid or caused to be paid
that portion of a non-refundable Premium, if any, payable on the Date
of Issuance in accordance with Section 3.03 hereof;
(b) the Seller and the Depositor shall have complied with
all requirements of the Commitment;
(c) the Insurer shall have received true and correct copies
of any governmental approvals necessary for the transactions
contemplated by this Agreement and the Trust Agreement or a
certificate to the effect that no such approvals are necessary;
(d) the Insurer shall have received a certificate of an
authorized officer of the Seller and the Depositor certifying the
name and true signatures of the officers of the Seller and the
Depositor executing the Transaction Documents; and
(e) the Insurer shall have received confirmation that
the risk secured by the Policy constitutes a "AAA" risk by S&P and at
least "Aaa" by Moody's and that the Insured Certificates, when
issued, will be rated "AAA" by S&P without regard to the Policy.
Issuance of the Policy will be conclusive evidence of satisfaction or
waiver of any of the conditions set forth in this Section 3.02.
Section 3.03. Payment of Fees and Premium.
(a) In consideration of the issuance by the Insurer of the
Policy, the Insurer shall be entitled to receive a premium (the
"Premium") in accordance with the terms of the Commitment. The
Premium shall be calculated according to paragraph 1 of the
Commitment. The Premium paid hereunder shall be nonrefundable without
regard to whether the Insurer makes any payment under the Policy or
any other circumstances relating to the Insured Certificates or
provision being made for payment of the Insured Certificates prior to
maturity. The Trustee shall make all payments of Premium to be made
by it pursuant to the Trust Agreement by wire transfer to an account
designated by the Insurer by written notice to the Trustee.
(b) The Underwriter shall pay the fees of the Insurer's
counsel in connection with the Transaction, Moody's fees for the
shadow rating, S&P's fees and the cost of obtaining the Insurer's
accountant's consent letter.
Section 3.04. Payment Procedure. All payments to be made to the
Insurer under this Agreement shall be made to the Insurer in lawful currency
of the United States of America in immediately available funds at the notice
address for the Insurer as specified in the Trust Agreement on the date when
due. Payments to be made to the Insurer under this Agreement shall bear
interest at the Late Payment Rate from the date when due to the date paid,
provided that reimbursement to the Insurer of Insured Payments shall be made
from the assets of the Trust in accordance with the terms of the Trust
Agreement at the Late Payment Rate. If the Trustee is required to pay any
amounts to the Insurer from moneys available therefor under the Trust
Agreement and the Trustee fails timely to pay any such amount at a time when
such moneys are available, the Trustee shall, from the Trustee's own funds,
reimburse the Seller or the Depositor, as applicable, for any resulting
penalty interest if the Trustee's failure was due to negligence, bad faith or
willful misconduct.
Section 3.05. Reimbursement and Additional Payment Obligation of the
Seller and the Depositor.
(a) In accordance with the priorities established in Section
5.02 of the Trust Agreement, the Insurer shall be entitled to
reimbursement for any payment made by the Insurer under the Policy,
which reimbursement shall be due and payable on the date that any
amount is to be paid pursuant to a Notice (as defined in the Policy),
in an amount equal to the amount to be so paid and all amounts
previously paid that remain unreimbursed, together with interest on
any and all amounts remaining unreimbursed (to the extent permitted
by law, if in respect of any unreimbursed amounts representing
interest) from the date such amounts became due until paid in full
(after as well as before judgment), at a rate of interest equal to
the Late Payment Rate.
(b) Notwithstanding anything in Section 3.03(a) to the
contrary, the Seller agrees to reimburse the Insurer for payments
made under the Policy arising as a result of the Seller's failure to
repurchase any Mortgage Loan required to be repurchased pursuant to
Section 1.04 of the Mortgage Loan Sale and Assignment Agreement,
together with interest on any and all amounts remaining unreimbursed
(to the extent permitted by law, if in respect of any unreimbursed
amounts representing interest) from the date such amounts became due
until paid in full (after as well as before judgment), at a rate of
interest equal to the Late Payment Rate.
(c) The Seller and the Depositor each agree to reimburse the
Insurer, immediately upon receipt of two Business Days' prior written
notice, for any and all charges, fees, costs and expenses that the
Insurer may reasonably pay or incur including, but not limited to,
reasonable attorneys' and accountants' fees and reasonable expenses,
in connection with (a) the enforcement, defense or preservation of
any rights in respect of any of the Transaction Documents, including
defending or participating in any litigation or proceeding (including
any insolvency or bankruptcy proceeding in respect of any Transaction
participant or any affiliate thereof) relating to any of the
Transaction Documents, any party to any of the Transaction Documents,
in its capacity as such a party, or the Transaction, provided that
the foregoing arises out of the Seller's or the Depositor's breach or
alleged breach of its or their obligations under the applicable
Transaction Document or (b) any amendment of any Transaction
Document, whether or not executed or completed.
(d) The Seller and the Depositor agree to pay to the Insurer
as follows: any payments made by the Insurer on behalf of, or
advanced to the Seller or the Depositor, respectively, including,
without limitation, any amounts payable by the Seller or the
Depositor pursuant to the Certificates or any other Transaction
Documents.
All such amounts are to be immediately due and payable
without demand.
Section 3.06. Indemnification by the Seller and the Depositor.
(a) In addition to any and all rights of indemnification or any other
rights of the Insurer pursuant hereto or under law or equity, the Seller and
the Depositor and any successors thereto agree to pay, and to protect,
indemnify and save harmless, the Insurer and its officers, directors,
shareholders, employees, agents and each person, if any, who controls the
Insurer within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act from and against any and all claims,
losses, liabilities (including penalties), actions, suits, judgments, demands,
damages, costs or reasonable expenses (including, without limitation,
reasonable fees and expenses of attorneys, consultants and auditors and
reasonable costs of investigations) or obligations whatsoever paid by the
Insurer (herein collectively referred to as "Liabilities") of any nature
arising out of or relating to the transactions contemplated by the Transaction
Documents by reason of:
(i) any act or omission of the Seller or the Depositor, or
the allegation thereof, in connection with the offering, issuance,
sale or delivery of the Certificates other than by reason of false or
misleading information provided by the Insurer in writing for
inclusion in the Offering Document, which is contained in the caption
"The Class 2-A5 Certificate Insurance Policy" of the Offering
Document;
(ii) the misfeasance or malfeasance of, or negligence or
theft committed by, any director, officer, employee or agent of the
Seller or the Depositor;
(iii) the violation by the Seller or the Depositor of any
federal or state securities, banking or antitrust laws, rules or
regulations in connection with the issuance, offer and sale of the
Certificates or the transactions contemplated by the Transaction
Documents;
(iv) the violation by the Seller or the Depositor of any
federal or state laws, rules or regulations relating to the
Transaction, including without limitation the maximum amount of
interest permitted to be received on account of any loan of money or
with respect to the Mortgage Loans or the Underlying Security;
(v) the breach by the Seller or the Depositor of any of its
obligations under this Insurance Agreement or any of the other
Transaction Documents; and
(vi) the breach by the Seller or the Depositor of any
representation or warranty on the part of the Seller or the Depositor
contained in the Transaction Documents or in any certificate or
report furnished or delivered to the Insurer thereunder.
This indemnity provision and the provisions in Section 3.05 shall
survive the termination of this Insurance Agreement and shall survive until
the statute of limitations has run on any causes of action which arise from
one of these reasons and until all suits filed as a result thereof have been
finally concluded.
(b) Each of the Seller and the Depositor agree to pay to the Insurer
interest on any and all amounts required to be paid by the Seller or the
Depositor, including but not limited to those amounts described in Section
3.05 and this Section 3.06, from the date payable until payment thereof is
made in full. Such interest shall be payable at the Late Payment Rate per
annum.
ARTICLE IV
FURTHER AGREEMENTS
Section 4.01. Effective Date; Term of Agreement. This Agreement shall
take effect on the date on which the Policy is issued and shall remain in
effect until such time as the Insurer is no longer subject to a claim under
the Policy and all amounts payable by the Seller or the Depositor hereunder or
under the Trust Agreement and under the Certificates have been paid in full;
provided, however, that the provisions of Sections 3.05 and 3.06 shall survive
any termination of this Agreement.
Section 4.02.Waiver of Rights; Further Assurances.
(a) Excepting at such times as a default in payment under
the Policy shall exist or shall have occurred, none of the Trustee,
the Seller or the Depositor shall grant any waiver of rights under
any of the Transaction Documents to which any of them is a party
without the prior written consent of the Insurer, (unless such waiver
is expressly permitted in the applicable Transaction Document) and
any such waiver without the prior written consent of the Insurer
shall be null and void and of no force or effect.
(b) To the extent permitted by law, the Trustee, the Seller
and the Depositor agree that they will, from time to time, following
good faith negotiations in connection therewith, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered,
such supplements hereto and such further instruments as the Insurer
may request and as may be required in the Insurer's judgment to
effectuate the intention of or facilitate the performance of this
Insurance Agreement.
Section 4.03. Obligations Absolute. The obligations of the Seller,
the Depositor and the Trustee hereunder shall be absolute and unconditional,
and shall not be subject to, and the Seller, the Depositor and the Trustee
hereby waive (a) presentment and demand for payment, (b) notices in connection
with delivery and acceptance hereof or notices in connection with performance,
default or enforcement of payment hereunder and (c) its rights of, abatement,
diminution, postponement or deduction, or to any defense other than payment,
or to any right of setoff or recoupment arising out of any breach under any of
the Transaction Documents, by any party thereto or any beneficiary thereof, or
out of any obligation at any time owing to the Seller, the Depositor or the
Trustee. Nothing herein shall be construed as prohibiting the Seller, the
Depositor or the Trustee from pursuing any rights or remedies it may have
against any other person or entity in a separate legal proceeding. The
obligations of the Seller, the Depositor and the Trustee hereunder are
absolute and unconditional and will be paid or performed strictly in
accordance with this Agreement.
Section 4.04. Assignments; Reinsurance; Third-Party Rights.
(a) This Agreement shall be a continuing obligation of the
Seller and the Depositor and shall (i) be binding upon the Seller and
the Depositor, its or their successors and assigns and (ii) inure to
the benefit of and be enforceable by the Insurer and its successors,
transferees and assigns. Neither the Seller nor the Depositor may
assign this Agreement, or delegate any of its rights or obligations
hereunder, without the prior written consent of the Insurer.
(b) The Insurer shall have the right to give participations
in its rights under this Agreement and to enter into contracts of
reinsurance with respect to the Policy and each such participant or
reinsurer shall be entitled to the benefit of any representation,
warranty, covenant and obligation of the Seller or the Depositor
hereunder as if such participant or reinsurer was a party hereto;
provided that no such grant of participation shall operate to relieve
the Insurer of any of its obligations hereunder or under the Policy.
(c) In addition, the Insurer shall be entitled to assign or
pledge to any bank or other lender providing liquidity or credit with
respect to the Transaction or the obligations of the Insurer in
connection therewith any rights of the Insurer under the Transaction
Documents or with respect to any real or personal property or other
interests pledged to the Insurer, or in which the Insurer has a
security interest, in connection with the Transaction.
(d) Except as provided herein with respect to participants
and reinsurers, nothing in this Agreement shall confer any right,
remedy or claim, express or implied, upon any person, including,
particularly, any Holder of a Certificate, other than the Insurer,
against the Seller and the Depositor and all the terms, covenants,
conditions, promises and agreements contained herein shall be for the
sole and exclusive benefit of the parties hereto and their
successors. Neither the Trustee nor any Holder of a Certificate shall
have any right to payment from the premium paid pursuant to Section
3.03 hereof.
Section 4.05. Liability of Insurer. The Insurer shall not be
responsible for any act or omission of the Trustee with respect to its use of
the Policy. Neither the Insurer nor any of its officers, directors or
employees shall be liable or responsible for: (a) the use which may be made of
the Policy by or for any acts or omissions of the Trustee in connection
therewith; or (b) the validity, sufficiency, accuracy or genuineness of
documents, or of any endorsement(s) thereon, submitted by any person in
connection with a claim under the Policy, even if such documents should in
fact prove to be in any or all respects invalid, insufficient, fraudulent or
forged, unless the Insurer has actual knowledge thereof. In furtherance and
not in limitation of the foregoing, the Insurer may accept documents that
appear on their face to be in order, without responsibility for further
investigation.
Section 4.06. Subrogation. To the extent of any payments under the
Policy, the Insurer shall be fully subrogated to any remedies against the
Seller or the Depositor or in respect of the Mortgage Loans and the Underlying
Security available to the Trustee under the Trust Agreement. The Trustee
acknowledges such subrogation and, further, agrees to execute such instruments
prepared by the Insurer and to take such reasonable actions as, in the sole
judgment of the Insurer, are necessary to evidence such subrogation and to
perfect the rights of the Insurer to receive any moneys paid or payable under
the Trust Agreement.
ARTICLE V
DEFAULTS; REMEDIES
Section 5.01. Defaults. The occurrence of any of the following events
shall constitute an Event of Default hereunder:
(a) any representation or warranty made by the Seller or the
Depositor under this Agreement shall prove to be untrue or incomplete
in any material respect; provided, however, that if the Seller or the
Depositor effectively cures any such defect in any representation or
warranty under such agreement within the time period specified in
such agreement as the cure period therefor, such defect shall not in
and of itself constitute an Event of Default hereunder; or
(b) either the Seller or the Depositor shall fail to pay to
the Insurer when due any amount payable by the Seller or the
Depositor under this Agreement, or the Trust Agreement, unless such
amounts are paid in full within the applicable cure period explicitly
provided for under such agreement; or
(c) the occurrence of an Event of Default under Section 8.01
of the Servicing Agreement (as defined therein), the termination of
Bank of America, N.A. for cause pursuant to the terms of the Bank of
America Servicing Agreement, the termination of Chase Manhattan
Mortgage Corporation for cause pursuant to the terms of either Chase
Manhattan Servicing Agreement, the termination of Countrywide Home
Loans, Inc. for cause pursuant to the terms of the Countrywide
Servicing Agreement, the termination of GreenPoint Mortgage Funding,
Inc. for cause pursuant to the terms of the GreenPoint Servicing
Agreement, the termination of Irwin Mortgage Corporation for cause
pursuant to the terms of the Irwin Servicing Agreement, the
termination of SunTrust Mortgage, Inc. for cause pursuant to the
terms of the SunTrust Servicing Agreement, or the termination of
Wells Fargo Home Mortgage Inc. for cause pursuant to the terms of the
Wells Fargo Servicing Agreement.
Section 5.02. Remedies; No Remedy Exclusive.
(a) Upon the occurrence of an Event of Default, the Insurer may
exercise any one or both of the rights and remedies set forth below:
(i) exercise any rights and remedies under this Agreement or
the Trust Agreement, as applicable, in accordance with their terms;
or
(ii) take whatever action at law or in equity as may
appear necessary or desirable in its judgment to collect the amounts
then due and thereafter to become due under this Agreement, or to
enforce performance and observance of any obligation, agreement or
covenant of the Seller or the Depositor under this Agreement, the
Servicing Agreement, the Bank of America Servicing Agreement, either
Chase Manhattan Servicing Agreement, the Countrywide Servicing
Agreement, the GreenPoint Servicing Agreement, the Irwin Servicing
Agreement, the SunTrust Servicing Agreement, the Wells Fargo
Servicing Agreement or the Trust Agreement, as applicable.
(b) Unless otherwise expressly provided, no remedy herein conferred
upon or reserved is intended to be exclusive of any other available remedy,
but each remedy shall be cumulative and shall be in addition to other remedies
given under the Transaction Documents or existing at law or in equity. No
delay or omission to exercise any right or power accruing under the
Transaction Documents upon the happening of any event set forth in Section
5.01 hereof shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle the Insurer
to exercise any remedy reserved to the Insurer in this Article, it shall not
be necessary to give any notice, other than such notice as may be expressly
required in this Article.
Section 5.03. Waivers.
(a) No failure by any of the parties to exercise, and no delay by any
of the parties in exercising, any right hereunder shall operate as a waiver
thereof. The exercise by any of the parties of any right hereunder shall not
preclude the exercise of any other right, and the remedies provided herein to
each of the parties are declared in every case to be cumulative and not
exclusive of any remedies provided by law or equity.
(b) The Insurer shall have the right, to be exercised in its complete
discretion, to waive any Event of Default hereunder, by a writing setting
forth the terms, conditions and extent of such waiver signed by the Insurer
and delivered to the Seller and the Depositor. Unless such writing expressly
provides to the contrary, any waiver so granted shall extend only to the
specific event or occurrence which gave rise to the Event of Default so waived
and not to any other similar event or occurrence which occurs subsequent to
the date of such waiver.
ARTICLE VI
MISCELLANEOUS
Section 6.01. Amendments, Changes and Modifications. This Agreement
may be amended, changed, modified, altered or terminated only by written
instrument or written instruments signed by the Insurer, the Trustee, the
Seller and the Depositor. The Seller, the Depositor and the Insurer also agree
to provide prior written notification to Moody's and S&P of any amendment to
this Agreement.
Section 6.02. Notices. All demands, notices and other communications
to be given hereunder shall be in writing (except as otherwise specifically
provided herein) and shall be mailed by registered mail or personally
delivered or telecopied to the recipient as follows:
(a) To the Insurer:
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Attention: Insured Portfolio ManagementStructured Finance
(IPMSF) Structured Asset Securities
Corporation Mortgage Pass-Through Certificates
Series 2000-3 Class 2-A5 Certificates.
Telecopy No.: (914) 765-3810
Confirmation: (914) 765-3781
(in each case in which notice or other communication to
the Insurer refers to an Event of Default, a claim on the
Policy or with respect to which failure on the part of
the Insurer to respond shall be deemed to constitute
consent or acceptance, then a copy of such notice or
other communication should also be sent to the attention
of each of the general counsel and the Insurer and shall
be marked to indicate "URGENT MATERIAL ENCLOSED.")
(b) To the Depositor:
Structured Asset Securities Corporation
200 Vesey Street, 12th Floor
3 World Financial Center
New York, NY 10285
Attention: Mark Zusy
Telecopy No.: (212) 526-7209
Confirmation: (212) 526-7000
(c) To the Trustee:
Bank One, National Association
1 Bank One Plaza
Mail Suite IL 1-0126
Chicago, IL 60670
Attention: Global Corporate Trust Services
Telecopy No.: (312) 407-1708
Confirmation: (312) 336-9730
(d) To the Seller:
Lehman Capital
200 Vesey Street, 12th Floor
3 World Financial Center
New York, NY 10285
Attention: Scott Kimmel/Lehman Brothers (Legal)
Telecopy No.: (212) 526-3721
Confirmation: (212) 526-7000
Section 6.03. Severability. In the event any provision of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate
or render unenforceable any other provision hereof. The parties hereto further
agree that the holding by any court of competent jurisdiction that any remedy
pursued by any party hereunder is unavailable or unenforceable shall not
affect in any way the ability of any party to pursue any other remedy
available to it.
Section 6.04. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 6.05. Consent to Jurisdiction and Venue, Etc. The parties
hereto irrevocably (i) agree that any suit, action or other legal proceeding
arising out of or relating to this Agreement may be brought in a court of
record in the Borough of Manhattan, City of New York, State of New York or in
the Courts of the United States of America located in such state, (ii) consent
to the jurisdiction of each such court in any such suit, action or proceeding
and (iii) waive any objection which it may have to the laying of venue of any
such suit, action or proceeding in any of such courts and any claim that any
such suit, action or proceeding has been brought in an inconvenient forum.
Nothing in this Section 6.05 shall limit or affect the right of the
Insurer to serve legal process in any manner permitted by law or to start
legal proceedings relating to any Transaction Document against any party
hereto or its or their respective property in the courts of any jurisdiction.
Section 6.06. Consent of Insurer. TC In the event that the Insurer's
consent is required under the terms hereof or any term of the Trust Agreement,
it is understood and agreed that, except as otherwise provided expressly
herein or therein, the determination whether to grant or withhold such consent
shall be made solely by the Insurer in its absolute discretion. The Insurer
hereby agrees that it will respond to any request for consent in a timely
manner, taking into consideration the business of the Depositor.
Section 6.07. Counterparts. This Agreement may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.
Section 6.08. Headings. The headings of sections contained in this
Agreement are provided for convenience only. They form no part of this
Agreement and shall not affect its construction or interpretation. All
references to sections or subsections of this Agreement refer to the
corresponding sections or subsections of this Agreement.
Section 6.09. WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT, AMONG OTHER THINGS, THIS WAIVER.
Section 6.10. Entire Agreement. TC This Agreement and the Policy set
forth the entire agreement between the parties with respect to the subject
matter thereof, and this Agreement supersedes and replaces any agreement or
understanding that may have existed between the parties prior to the date
hereof in respect of such subject matter.
Section 6.11. Third Party Beneficiary. TC Each of the parties hereto
acknowledges that the Insurer shall be an express third party beneficiary of
the Trust Agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
all as of the day and year first above mentioned.
MBIA INSURANCE CORPORATION
By______________________________
Assistant Secretary
STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor
By______________________________
Title___________________________
LEHMAN CAPITAL, a Division of Lehman
Brothers Holdings, Inc., as Seller
By______________________________
Title___________________________
BANK ONE, NATIONAL ASSOCIATION, as Trustee
By______________________________
Title___________________________
Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2000-3
INSURANCE AGREEMENT SIGNATURE PAGE
