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SURETY BOND

Bonds Commercial Paper

SURETY BOND

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HOME EQUITY LOAN TRUST 2005-HS1 | Financial Guaranty Insurance Company

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Title: SURETY BOND
Governing Law: New York     Date: 10/11/2005

SURETY BOND

, Parties: home equity loan trust 2005-hs1 , financial guaranty insurance company
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Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000 (800) 352-0001

 

SURETY BOND

 

Form 9140

Page 1 of 4

 

Issuer: Home Equity Loan Trust 2005-HS1              Policy Number:   05030097

                                                     Control Number:   0010001

 

 

Insured Obligations:

$550,000,000   in   aggregate   principal   amount of Home Equity   Loan-Backed   Term

Notes,   Series 2005-HS1,   Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4 and

Class A-I-5 (collectively,

the "Class I Notes")

 

Indenture Trustee:   JPMorgan Chase Bank, N.A.

 

Financial Guaranty Insurance Company   ("Financial   Guaranty"),   a New York stock

insurance   company,   in   consideration   of the right of   Financial   Guaranty   to

receive   monthly   premiums as provided in the   Insurance   Agreement   (as defined

below) and subject to the terms of this Surety Bond, hereby   unconditionally and

irrevocably   agrees   to pay each   Group I Credit   Enhancement   Draw   Amount   (as

defined   below)   to the   Indenture   Trustee   named   above or its   successor,   as

indenture   trustee for the Holders of the Class I Notes, to the extent set forth

in the Indenture (as defined   below).   Capitalized   terms used and not otherwise

defined   herein shall have the meanings   assigned to such terms in Appendix A to

the Indenture as in effect and executed on the date hereof.

 

The following terms used herein shall have the meanings assigned to them below:

 

"Final   Maturity   Date"   shall mean for the Class   A-I-1   Notes and Class   A-I-2

Notes,   the payment date in July 2020,   for the Class A-I-3   Notes,   the payment

date in February   2021,   for the Class A-I-4   Notes and Class A-I-5   Notes,   the

payment date in September 2035.

 

"Group I Credit   Enhancement Draw Amount" shall mean an amount, if any, equal to

on any   Payment   Date for the Class I Notes,   the sum of (a) the amount by which

the   Interest   Distribution   Amount for the Class I Notes on such   Payment   Date

exceeds   the amount on deposit in the Payment   Account   available   for   interest

payments on the Class I Notes on such Payment   Date,   (b) any   Liquidation   Loss

Amount (other than any Excess Loss Amount) with respect to the Group I Loans for

such Payment Date, to the extent not distributed as part of the Liquidation Loss

Distribution Amount for the Class I Notes or covered by a reduction of the Group

I Overcollateralization   Amount on such Payment Date, (c) any Excess Loss Amount

with   respect   to the Group I Loans on such   Payment   Date,   (d) the   Guaranteed

Payment Amount, if applicable; and (e) any Preference Amount (as defined in this

Surety Bond).

 

"Guaranteed   Payment   Amount"   shall mean with   respect to each class of Class I

Notes, the aggregate outstanding Security Balance of such Class of Class I Notes

on   the   related   Final   Maturity   Date,    after   giving   effect   to   all   other

distributions of principal on such Class I Notes on such Payment Date.

 

 

<PAGE>

 

"Deficiency   Amount"   shall mean for any Payment Date the sum of the amounts set

forth in clauses   (a),   (b),   (c) and (d) of the   definition   of "Group I Credit

Enhancement Draw Amount."

 

Financial   Guaranty   will pay a   Deficiency   Amount with   respect to the Class I

Notes by 12:00 noon (New York City time) in immediately   available   funds to the

Indenture   Trustee on the later of (i) the second Business Day following the day

on which Financial   Guaranty shall have Received Notice that a Deficiency Amount

is due in   respect of the Class I Notes and (ii) the   Payment   Date on which the

related   Deficiency   Amount   is   payable   to the   Holders   of the   Class I Notes

pursuant to the Indenture,   for disbursement to the Holders of the Class I Notes

in the same   manner   as other   payments   with   respect   to the Class I Notes are

required to be made.

 

Upon such payment, Financial Guaranty shall be fully subrogated to the rights of

the   Holders   of the Class I Notes to   receive   the   amount   so paid.   Financial

Guaranty's   obligations with respect to the Class I Notes hereunder with respect

to each Payment Date shall be discharged   to the extent funds   consisting of the

related Deficiency Amount are received by the Indenture Trustee on behalf of the

Holders of the Class I Notes for   payment to such   Holders,   as   provided in the

Indenture   and   herein,   whether or not such funds are   properly   applied by the

Indenture Trustee.

 

If any   portion   or all of   any   amount   that   is   insured   hereunder   that   was

previously distributed to a Holder of Class I Notes is recoverable and recovered

from such Holder as a voidable preference by a trustee in bankruptcy pursuant to

the U.S.   Bankruptcy Code, pursuant to a final   non-appealable   order of a court

exercising   proper   jurisdiction   (a "Final Order") (such   recovered   amount,   a

"Preference Amount"),   Financial Guaranty will pay on the guarantee described in

the first paragraph   hereof,   an amount equal to each such Preference   Amount by

12:00 noon on the next   Payment   Date after the second   Business   Day   following

Receipt by Financial Guaranty of (w) a certified copy of the Final Order, (x) an

opinion of counsel   satisfactory to Financial   Guaranty that such order is final

and not subject to appeal, (y) an assignment, in form reasonably satisfactory to

Financial Guaranty,   irrevocably   assigning to Financial Guaranty all rights and

claims of the Indenture   Trustee and/or such Holder of Class I Notes relating to

or arising under such Preference Amount and appointing Financial Guaranty as the

agent of the Indenture   Trustee and/or such Holder in respect of such Preference

Amount, and (z) a Notice   appropriately   completed and executed by the Indenture

Trustee or such Holder,   as the case may be. Such   payment   shall be made to the

receiver,   conservator,   debtor-in-possession   or trustee in bankruptcy named in

the Final   Order   and not to the   Indenture   Trustee   or Holder of Class I Notes

directly   (unless the Holder has   previously   paid such amount to such receiver,

conservator,   debtor-in-possession or trustee named in such Final Order in which

case payment   shall be made to the   Indenture   Trustee for   distribution   to the

Holder   upon   proof   of   such   payment   reasonably    satisfactory   to   Financial

Guaranty).   Notwithstanding the foregoing,   in no event shall Financial Guaranty

be (i)   required   to make any   payment   under this Surety Bond in respect of any

Preference   Amount to the extent such Preference   Amount is comprised of amounts

previously paid by Financial Guaranty   hereunder,   or (ii) obligated to make any

payment in respect of any Preference Amount,   which payment represents a payment

of the   principal   amount   of any   Class I Notes,   prior   to the time   Financial

Guaranty otherwise would have been required to make a payment in respect of such

princi


 
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