EXHIBIT 99.2
EXECUTION COPY
________________________________________________________________________
MBIA INSURANCE CORPORATION,
as Insurer
▇▇▇▇▇▇ CAPITAL,
as Seller
STRUCTURED ASSET SECURITIES CORPORATION,
as Depositor
and
First Union National Bank,
as Trustee
INSURANCE AGREEMENT
Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2001-1
$20,000,000 6.75% Class 1-A5 Certificates
Dated as of January 1, 2001
________________________________________________________________________
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.................................9
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...................................................................12
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; Third-Party Rights........................................16
Section 4.05. Liability of Insurer................................................................16
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
INSURANCE AGREEMENT
THIS INSURANCE AGREEMENT is made as of January 1, 2001 by and among MBIA
INSURANCE CORPORATION (the "Insurer"), ▇▇▇▇▇▇ CAPITAL, a Division of ▇▇▇▇▇▇
Brothers Holdings Inc., as Seller (the "Seller"), STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor (the "Depositor"), and First Union National Bank, a
national banking association, in its capacity as trustee under the Trust
Agreement (the "Trustee").
RECITALS:
WHEREAS, the Trust Agreement dated as of January 1, 2001 by and among
the Depositor, the Master Servicer, ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as
Securities Administrator, (the "Securities Administrator") and the Trustee
(the "Trust Agreement") relating to the Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-1 $20,000,000
6.75% Class 1-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 January 1,
2001, 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 ▇▇▇▇▇▇ Brothers Bank, as assignor, to the Seller, as assignee.
"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.
"CFS Servicing Agreement" means the Reconstituted Servicing Agreement
dated January 1, 2001, between the Seller and CFS Bank and acknowledged by the
Trustee and the Master Servicer including any amendments and supplements
thereto as therein and herein permitted.
"Chase Manhattan Servicing Agreement" means the Reconstituted
Servicing Agreement (FX-11(B)) dated January 1, 2001, between the Seller and
Chase Manhattan Mortgage Corporation and acknowledged by the Trustee and the
Master Servicer, the Reconstituted Servicing Agreement (FX-12(A)) dated
January 1, 2001, between the Seller and Chase Manhattan Mortgage Corporation
and acknowledged by the Trustee and the Master Servicer and the Reconstituted
Servicing Agreement (FX-12(B)) dated January 1, 2001, between the Seller and
Chase Manhattan Mortgage Corporation and acknowledged by the Trustee and the
Master Servicer including any amendments and supplements thereto as therein
and herein permitted.
"Class 1-A5 Premium Percentage" shall have the meaning set forth in
paragraph 1(a) of the Commitment.
"Commitment" means the Commitment, dated January 29, 2001 between
▇▇▇▇▇▇ Brothers Inc. and the Insurer, relating to the Insured Certificates.
"Custodial Agreements" means the Custodial Agreement dated January
1, 2001, among the Trustee and U.S. Bank Trust National Association and the
Custodial Agreement dated January 1, 2001, among the Trustee and LaSalle Bank
N. A. 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.
"First Horizon Servicing Agreement" means the Reconstituted Servicing
Agreement dated January 1, 2001, between the Seller and First Horizon Home
Loan Corporation and acknowledged by the Trustee and the Master Servicer
including any amendments and supplements thereto as therein and herein
permitted.
"GreenPoint Servicing Agreement" means the Reconstituted Servicing
Agreement dated January 1, 2001, between the Seller and GreenPoint Mortgage
Funding, Inc. and acknowledged by the Trustee and the Master Servicer
including any amendments and supplements thereto as therein and herein
permitted.
"Indemnification Agreement" means the Indemnification Agreement dated
as of January 26, 2001 among the Insurer, the Seller, and the Underwriter
including any amendments and supplements thereto as therein and herein
permitted.
"IndyMac Servicing Agreement" means the Reconstituted Servicing
Agreement dated January 1, 2001, between the Seller and IndyMac Bank, F.S.B.
and acknowledged by the Trustee and the Master Servicer 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 ▇▇▇▇▇'▇ 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 Agreement" means the Mortgage Loan Sale Agreement
dated as of January 1, 2001 between the Seller and the Depositor including any
amendments and supplements thereto as therein and herein permitted.
"Ohio Savings Bank Servicing Agreement" means the Reconstituted
Servicing Agreement dated January 1, 2001, between the Seller and Ohio Savings
Bank and acknowledged by the Trustee and the Master Servicer including any
amendments and supplements thereto as therein and herein permitted.
"Offering Document" means the Prospectus dated January 26, 2001 and
the Prospectus Supplement thereto dated January 26, 2001 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 January
26, 2001 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
January 1, 2001 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
▇▇▇▇▇▇-▇▇▇▇ 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.
"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 CFS Servicing Agreement, each of the Chase Manhattan
Servicing Agreements, the First Horizon Servicing Agreement, the GreenPoint
Servicing Agreement, the IndyMac Servicing Agreement, the Ohio Savings Bank
Servicing Agreement, the Assignment and Assumption Agreements, the Mortgage
Loan Sale Agreement, the Purchase Agreement, the Underwriting Agreement, the
Offering Document and the Certificates.
"Trust Agreement" means the Trust Agreement dated as of January 1,
2001 among the Depositor, Aurora Loan Services, Inc, as Master Servicer, the
Securities Administrator and the Trustee, including any amendments and
supplements thereto as therein and herein permitted.
"Underwriter" means ▇▇▇▇▇▇ 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 January 26, 2001 between the Depositor and the
Underwriter, 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
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 and
the Trustee 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 year-end 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 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; or
(iv) 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 evidenced by the Certificates.
The Seller is not transferring the Mortgage Loans to the Depositor,
the Depositor is not transferring the Mortgage Loans 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, and executed 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 covenants that during the Term of
the Agreement 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 ▇▇▇▇▇'▇ 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, ▇▇▇▇▇'▇ 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 therefore under the Trust
Agreement and the Trustee fails to pay any such amount within two (2) Business
Days of their required date of payment 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 3.05(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 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 1-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;
(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 and the Depositor 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 or the Depositor. 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 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 therefore,
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) or Section 6.14 of the
Trust Agreement (as defined therein), the termination of CFS Bank
for cause pursuant to the terms of the CFS Bank Servicing Agreement,
the termination of IndyMac Bank, F.S.B for cause pursuant to the
terms of the IndyMac Servicing Agreement, the termination of Chase
Manhattan Mortgage Corporation for cause pursuant to the terms of
any of the Chase Manhattan Servicing Agreement, the termination of
First Horizon Home Loan Corporation for cause pursuant to the terms
of the First Horizon Servicing Agreement, the termination of
GreenPoint Mortgage Funding, Inc. for cause pursuant to the terms of
the GreenPoint Servicing Agreement, or the termination of Ohio
Savings Bank for cause pursuant to the terms of the Ohio Savings
Bank Servicing Agreement, if a successor Master Servicer or a
successor Servicer, as applicable, is not promptly appointed in
accordance with the terms of the applicable 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
CFS Servicing Agreement, the IndyMac Servicing Agreement, the
Chase Manhattan Servicing Agreement, the First Horizon
Servicing Agreement, the GreenPoint Servicing Agreement, or the
Ohio Savings Bank Servicing 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 ▇▇▇▇▇'▇ 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
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Insured Portfolio Management-Structured Finance (IPM-SF)
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates Series 2001-1 Class 1-A5 Certificates.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Confirmation: (▇▇▇) ▇▇▇-▇▇▇▇
(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
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor
3 World Financial Center
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Confirmation: (▇▇▇) ▇▇▇-▇▇▇▇
(c) To the Trustee:
First Union National Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust Group
(d) To the Seller:
▇▇▇▇▇▇ Capital
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇ Brothers (Legal)
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Confirmation: (▇▇▇) ▇▇▇-▇▇▇▇
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. 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. 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. Each of the parties hereto
acknowledges that the Insurer shall be an express third party beneficiary of
the Trust Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
all as of the day and year first above mentioned.
MBIA INSURANCE CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Title: Assistant Secretary
STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Title: Vice President
--------------------------------
▇▇▇▇▇▇ CAPITAL, a Division of ▇▇▇▇▇▇
Brothers Holdings, Inc., as Seller
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Title: Authorized Signatory
--------------------------------
FIRST UNION NATIONAL BANK, as Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Title: Corporate Trust Officer
---------------------------------