CERTIFICATE GUARANTY
INSURANCE POLICY
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OBLIGATIONS:
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Lehman XS Trust
2006-17
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POLICY
NUMBER: 487150
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Mortgage
Pass-Through Certificates, Series 2006-17
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Class WF-3-1,
Class WF-4-1 and Class WF-6-1 Certificates
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MBIA Insurance Corporation (the
“Insurer”), in consideration of the payment of the
premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this “Policy”), hereby
unconditionally and irrevocably guarantees to any Owner that an
amount equal to each full and complete Insured Payment will be
received by Citibank, N.A., or its successor, as trustee for the
Owners (the “Trustee”), on behalf of the Owners from
the Insurer, for distribution by the Trustee to each Owner of each
Owner’s applicable share of the Insured Payment. The
Insurer’s obligations hereunder with respect to a particular
Insured Payment shall be discharged to the extent funds equal to
the applicable Insured Payment are received by the Trustee, whether
or not such funds are properly applied by the Trustee. Insured
Payments shall be made only at the time set forth in this Policy,
and no accelerated Insured Payments shall be made regardless of any
acceleration of the Obligations, unless such acceleration is at the
sole option of the Insurer.
Notwithstanding the foregoing paragraph, this
Policy does not cover shortfalls, if any, attributable to the
liability of the Trust Fund, any REMIC or the Trustee for
withholding taxes, if any (including interest and penalties in
respect of any such liability). This Policy will not provide credit
enhancement for any Class of Certificates other than the Class
WF-3-1, Class WF-4-1 and Class WF-6-1 Certificates.
The Insurer will pay any Insured Payment that is
a Preference Amount on the Business Day following receipt on a
Business Day by the Fiscal Agent (as described below) of (i) a
certified copy of the order requiring the return of a preference
payment, (ii) an opinion of counsel satisfactory to the
Insurer that such order is final and not subject to appeal,
(iii) an assignment in such form as is reasonably required by
the Insurer, irrevocably assigning to the Insurer all rights and
claims of the Owner relating to or arising under the Obligations
against the debtor which made such preference payment or otherwise
with respect to such preference payment and (iv) appropriate
instruments to effect the appointment of the Insurer as agent for
such Owner in any legal proceeding related to such preference
payment, such instruments being in a form satisfactory to the
Insurer, provided that if such documents are received after
12:00 noon, New York City time, on such Business Day,
they will be deemed to be received on the following Business Day.
Such payments shall be disbursed to the receiver or trustee in
bankruptcy named in the final order of the court exercising
jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the
Obligations to such receiver or trustee in bankruptcy, in which
case such payment shall be disbursed to such Owner.
The Insurer will pay any other amount payable
hereunder no later than 12:00 noon, New York City time,
on the later of the Distribution Date on which the related
Deficiency Amount is due or the second Business Day following
receipt in New York, New York on a Business Day by U.S.
Bank Trust National Association, as Fiscal Agent for the Insurer,
or any successor fiscal agent appointed by the Insurer (the
“Fiscal Agent”), of a Notice (as described below),
provided that if such Notice is received after 12:00 noon,
New York City time, on such Business Day, it will be deemed to
be received on the following Business Day. If any such Notice
received by the Fiscal Agent is not in proper form or is otherwise
insufficient for the purpose of making claim hereunder, it shall be
deemed not to have been received by the Fiscal Agent for purposes
of this paragraph, and the Insurer or the Fiscal Agent, as the case
may be, shall promptly so advise the Trustee and the Trustee may
submit an amended Notice.
Insured Payments due hereunder, unless otherwise
stated herein, will be disbursed by the Fiscal Agent to the Trustee
on behalf of the Owners by wire transfer of immediately available
funds in the amount of the Insured Payment less, in respect of
Insured Payments related to Preference Amounts, any amount held by
the Trustee for the payment of such Insured Payment and legally
available therefor.
The Fiscal Agent is the agent of the Insurer
only, and the Fiscal Agent shall in no event be liable to Owners
for any acts of the Fiscal Agent or any failure of the Insurer to
deposit, or cause to be deposited, sufficient funds to make
payments due under this Policy.
As used herein, the following terms shall have
the following meanings:
“Agreement” means the Trust Agreement, dated as of October
1, 2006, among Structured Asset Securities Corporation, as
Depositor, Aurora Loan Services LLC, as Master Servicer and
Citibank, N.A., as Trustee, without regard to any amendment or
supplement thereto.
“Business Day”
means any day other than a
Saturda
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