NOTE GUARANTY INSURANCE POLICYInsurance Agreement |
|
|
|
You are currently viewing: This Insurance Agreement involves
HOME EQUITY LOAN TRUST 2006-HSA5 | MBIA Insurance Corporation. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Insurance Agreement by:
NOTE GUARANTY INSURANCE POLICY
POLICY NUMBER: 48572
OBLIGATIONS: $295,648,000
Home Equity Loan
Trust 2006-HSA5 Home Equity Loan-Backed
Term Notes, Series 2006-HSA5 and Home Equity Loan- Backed
Variable Funding
Notes, Series 2006-HSA5, in an amount not
to exceed
$40,194,616
MBIA Insurance Corporation
(the "Insurer"), in
consideration of the
payment of the premium and subject to the terms of this Note Guaranty Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any
Owner that an amount equal to each full
and complete Insured
Amount will be
received from the Insurer by JPMorgan Chase Bank, National Association,
or its
successors, as indenture trustee for the
Owners (the "Indenture
Trustee"), on
behalf of the Owners, for distribution by the Indenture Trustee to each Owner
of
each Owner's proportionate share
of the Insured
Amount. The Insurer's
obligations hereunder with
respect to a particular Insured
Amount shall be
discharged to the extent
funds equal to the applicable
Insured Amount are
received by the Indenture
Trustee, whether or not
those funds are properly
applied by the Indenture Trustee.
Insured Amounts will be made only at the time
set forth in this Policy,
and no accelerated Insured
Amounts will be made
regardless of any acceleration of the Obligations, unless the acceleration is
at
the sole option of the Insurer.
Notwithstanding the foregoing,
this Policy does not cover shortfalls, if
any, attributable to the liability of the Issuer or the
Indenture Trustee for
withholding taxes, if any (including interest and penalties in respect of any
such liability).
The Insurer will pay any
Insured Amount that is a Preference Amount on
the Business Day
following receipt on a Business
Day by the Fiscal Agent (as
described below) of (a) a certified copy
of the order requiring the return of a
preference payment, (b) an opinion of
counsel satisfactory to the Insurer that
such order is final and not subject to appeal, (c) 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 (d) 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.
1
<PAGE>
The Insurer will pay any other amount payable
hereunder no later than
12:00 noon, New York City time, on the later of the Payment 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 Indenture Trustee and the Indenture Trustee may submit an amended Notice.
Insured Amounts due
hereunder, unless otherwise stated
herein, will be
disbursed by the Fiscal Agent to the
Indenture Trustee on behalf of
the Owners
by wire transfer of immediately
available funds in the amount of
the Insured
Amount less, in respect of Insured
Amounts related to Preference
Amounts, any
amount held by the Indenture Trustee for
the payment of such Insured Amount 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 Indenture dated as of September 28, 2006, among
the Home Equity Loan Trust 2006-HSA5, as
Issuer, and the Indenture Trustee,






