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SURETY BOND

Bonds Commercial Paper

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Financial Guaranty Insurance Company | JPMorgan Chase Bank, N.A.

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Title: SURETY BOND
Governing Law: New York     Date: 12/15/2005

SURETY BOND, Parties: financial guaranty insurance company , jpmorgan chase bank  n.a.
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Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

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

 

SURETY BOND

 

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

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

 

SURETY BOND

 

Issuer: Home Equity Loan Trust 2005-HS2                 Policy Number:   05030146

                                                       Control Number:   0010001

 

Insured Obligations:

$227,812,500 in principal amount of Home Equity   Loan-Backed Term Notes,   Series

2005-HS2,   Class A-II and Variable Funding Notes with a Maximum Variable Funding

Balance of $27,982,718 (collectively, the "Class II 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 II Credit   Enhancement   Draw   Amount   (as

defined   below),   to the   Indenture   Trustee,   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:

 

"Group II Credit   Enhancement Draw Amount" shall mean for the Class II Notes (1)

an amount,   if any,   equal to on any   Payment   Date the sum of (a) the amount by

which the   Interest   Distribution   Amount for the Class II Notes on such Payment

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

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

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

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

Loss Distribution Amount for the Class II Notes or covered by a reduction of the

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

Amount with respect to the Group II Loans and (d) the Guaranteed Payment Amount,

if applicable, and (2) any Preference Amount (as defined in this Surety Bond).

 

"Guaranteed   Payment   Amount"   means   with   respect   to the Class II Notes,   the

aggregate outstanding Security Balance on the Class II Notes on the Payment Date

in December 2035, after giving effect to all other distributions of principal on

the Class II Notes on such Payment Date.

 

"Deficiency   Amount" for any Payment Date means the sum of the amounts set forth

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

Enhancement Draw Amount."

 

Financial   Guaranty   will pay a Group II Credit   Enhancement   Draw   Amount   with

respect to the Class II 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 II Notes and (ii) the

Payment Date on which the related Deficiency Amount is payable to the Holders of

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

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

Class II Notes are required to be made.

 

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

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

Guaranty's obligations with respect to the Class II 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 II 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 II Notes is recoverable   and sought

to be   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   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 II Notes relating to

or arising under such Preference Amount and appointing,   in form satisfactory to

Financial   Guaranty,   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 II 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 II Notes,   prior to the time Financial   Guaranty   otherwise would have

been   required   to make a payment in respect   of such   principal,   in which case

Financial   Guaranty   shall pay the   balance of the   Preference   Amount when such

amount otherwise would have been required.

 

If any   notice   received   by   Financial   Guaranty   is not in   proper   form or is

otherwise insufficient for the purpose of making a claim under this Surety Bond,

it will be dee


 
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