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MBIA
CERTIFICATE GUARANTY INSURANCE
POLICY
OBLIGATIONS:
TBW Mortgage-Backed Trust 2006-6
Policy No. 490240
Mortgage Pass-Through Certificates, Series 2006-6
Class A-5A Certificates
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 Wells Fargo Bank, National Association, or its
successors, as trust administrator (the "Trust Administrator"), on
behalf of U.S. Bank National Association, or its successors, as
trustee for the Owners (the "Trustee"), on behalf of the Owners
from the Insurer, for distribution by the Trust Administrator 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 Trust
Administrator, whether or not such funds are properly applied by
the Trust Administrator. 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, the Trustee or the Trust Administrator 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 A-5A
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 third 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 Trust Administrator and the Trust
Administrator may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein,
will be disbursed by the Fiscal Agent to the Trust Administrator 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 Trust Administrator 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.
Subject to the terms of the Agreement, the Insurer shall be
subrogated to the rights of each Owner to receive payments under
the Obligations to the extent of any payment by the Insurer
hereunder.
As used herein, the following terms shall have the following
meanings:
"Agreement" means the Pooling and Servicing Agreement
dated as of December 1, 2006 among Mortgage Asset Securitizat
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