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