Exhibit 99.4
[GRAPHIC OMITTED][GRAPHIC OMITTED]
1221 Avenue of the Americas
New York, New York 10020
Telephone: (212) 478-3400
Facsimile: (212) 478-3597
FINANCIAL GUARANTY
INSURANCE POLICY
Insured Policy No: CA01478A
Obligations: CWABS Revolving Home Equity Loan Trust,
Series 2004-R
Revolving Home Equity Loan Asset Backed Notes, Effective Date: December 22, 2004
Series 2004-R U.S. $519,428,000 Class 1-A
U.S. $970,572,000 Class 2-A
XL Capital Assurance Inc. (XLCA), a New York stock insurance company,
in consideration of the payment of the premium, hereby unconditionally and
irrevocably guarantees to the Indenture Trustee for the benefit of the Owners
of the Insured Obligations, the full and complete payment of the Scheduled
Payments in respect of the Insured Obligations, subject only to the terms of
this Policy (which includes the Endorsement attached hereto).
XLCA will pay the Insured Amount to the Indenture Trustee upon the
presentation of a Payment Notice to XLCA (which Payment Notice shall include
an irrevocable assignment to XLCA of all rights and claims in respect of the
relevant Insured Obligation, as specified in the Payment Notice, free of any
adverse claim), on the later of (a) one (1) Business Day following receipt by
XLCA of a Payment Notice or (b) the Business Day on which Scheduled Payments
are due for payment. XLCA shall be subrogated to the Owners' rights to payment
on the Insured Obligations to the extent of any payment by XLCA hereunder. The
obligations of XLCA with respect to a Scheduled Payment will be discharged to
the extent funds to pay such Scheduled Payment are deposited in the account
specified in the Payment Notice, whether such funds are properly applied by
the Indenture Trustee or claimed by an Owner.
In addition, in the event that any Scheduled Payment which has become
due for payment and which is made to an Owner by or on behalf of the Indenture
Trustee is recovered or is recoverable from the Owner pursuant to a final
order of a court of competent jurisdiction in an Insolvency Proceeding that
such payment constitutes a Preference Amount to such Owner within the meaning
of any applicable bankruptcy law, XLCA unconditionally and irrevocably
guarantees payment of the amount of such recovery if sufficient funds are not
otherwise available (in accordance with Endorsement No. 1 hereto).
This Policy sets forth in full the undertaking of XLCA and shall not
be cancelled or revoked by XLCA for any reason, including failure to receive
payment of any premium due hereunder, and may not be further endorsed or
modified without the written consent of XLCA. The premium on this Policy is
not refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of XLCA, nor
against any risk other than Nonpayment and Preference Amount, including any
shortfalls, if any, attributable to the liability of the Obligor for taxes or
withholding taxes if any, including interest and penalties in respect of such
liability.
THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE
SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
Any capitalized terms not defined herein shall have the meaning given
such terms in the Endorsement attached hereto and forming a part hereof. In
witness whereof, XLCA has caused this Policy to be executed as of the
Effective Date.
_______________________________ _____________________________
Name: David Czerniecki Name: Susan B. Comparato
Title: Senior Managing Director Title: General Counsel
Financial Guaranty Insurance Policy Endorsement
Effective Date: December 22, 2004
Attached to and forming part of
Financial Guaranty Insurance Policy No. CA01478A
Obligor: CWABS Revolving Home Equity Loan Trust, Series 2004-R
referred to herein (the "Trust")
Insured Obligations: Revolving Home Equity Loan Asset Backed Notes, Series
2004-R
U.S. $519,428,000 Class 1-A
U.S. $970,572,000 Class 2-A
Beneficiary: JPMorgan Chase Bank, N.A., not in its individual
capacity, but solely as Indenture Trustee of the Trust,
for the benefit of the Owners of the Insured Obligations
Capitalized terms used herein and not otherwise defined herein or in the
Policy shall have the meanings assigned to them in the Indenture.
As used herein the term "Aggregate Investor Interest" means, with respect
to each Payment Date and each Class of Notes, the related Note Interest for
such Payment Date and the related Unpaid Investor Interest Shortfall (other
than any related Basis Risk Carryforward) for such Payment Date.
As used herein the term "Business Day" means any day other than a
Saturday, a Sunday or a day on which either XLCA or banking or savings and
loan institutions in the State of New York, California, or Illinois or the
state in which the Credit Enhancer has its principal place of business or in
the city in which the Corporate Trust Office of the Indenture Trustee is
located, are authorized or obligated by law or executive order to be closed.
As used herein the term "Credit Enhancement Draw Amount" means, for each
Class of Notes (a) for each Payment Date, the sum of (i) an amount equal to
the excess of the related Aggregate Investor Interest over the related
Available Investor Interest and (ii) the related Guaranteed Principal Payment
Amount and (b) for each applicable date in accordance with the Policy, any
Preference Amount.
As used herein the term "Final Scheduled Payment Date" means the Payment
Date occurring in March 2030.
As used herein the term "Guaranteed Principal Payment Amount" means for
each Class of Notes (a) on the Final Scheduled Payment Date, the amount needed
to pay the related outstanding Note Principal Balance (after giving effect to
all allocations and payments for that Class of Notes from all sources other
than the Policy on that Payment Date), (b) for any Payment Date (other than
the Final Scheduled Payment Date) on or before the related Allocated
Transferor Interest first increases to zero, if the related
Undercollateralization for that Payment Date is greater than the smallest
related Undercollateralization for any preceding Payment Date,
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the amount of the excess of the related Undercollateralization for the current
Payment Date (after giving effect to all allocations and payments of principal
to be made on that Class of Notes from all sources other than the Policy on
such Payment Date) over the smallest related Undercollateralization for any
preceding Payment Date, (c) for any Payment Date (other than the Final
Scheduled Payment Date) after the related Allocated Transferor Interest has
first increased to zero, if the related Allocated Transferor Interest is, or
is reduced to, zero or below, the amount of the excess of the Note Principal
Balance of that Class of Notes (after giving effect to all allocations and
payments of principal to be made on that Class of Notes from sources other
than the Policy on such Payment Date) over the related Loan Group Balance (at
the end of the related Collection Period) and (d) for any other Payment Date,
zero. All calculations under the Policy with respect to each Class of Notes
are made after giving effect to all other amounts distributable and allocable
to principal on that Class of Notes for such Payment Date.
As used herein the term "Indenture" means that certain Indenture, dated
as of December 22, 2004, by and among CWABS Revolving Home Equity Loan Trust,
Series 2004-R, as issuer and JPMorgan Chase Bank, N.A., as indenture trustee.
As used herein the term "Insolvency Proceeding" means the commencement,
after the date hereof, of any bankruptcy, insolvency, readjustment of debt,
reorganization, marshalling of assets and liabilities or similar proceedings
by or against any Person, the commencement, after the date hereof, of any
proceedings by or against any Person for the winding up or liquidation of its
affairs, or the consent by any Person, after the date hereof, to the
appointment of a trustee, conservator, receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
assets and liabilities or similar proceedings of or relating to that Person.
As used herein the term "Insured Amount" means on any Payment Date, that
portion of the Scheduled Payments that shall become due for payment but shall
be unpaid by reason of Nonpayment on such Payment Date (which shall equal the
amount calculated pursuant to clause (a) of the term Credit Enhancement Draw
Amount).
As used herein the term "Insured Payments" means, with respect to any
Payment Date, the aggregate amount actually paid by the Credit Enhancer to the
Indenture Trustee in respect of Insured Amounts for a Payment Date.
As used herein the term "Nonpayment" means, with respect to any Payment
Date, the failure of the Indenture Trustee to receive in full, in accordance
with the terms of the Indenture, funds legally available to pay all or a
portion of the Scheduled Payment that is due for payment with respect to such
Payment Date.
As used herein the term "Owner" means the registered owner of any Insured
Obligation as indicated in the registration books maintained by or on behalf
of the Indenture Trustee for such purpose not including any such owner that is
the Indenture Trustee, the Sponsor, the Depositor, the Master Servicer or any
of their respective affiliates.
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As used herein, the term "Person" means an individual, a partnership, a
limited liability company, a joint venture, a corporation, a trust, an
unincorporated organization, and a government or any department or agency
thereof.
As used herein the term "Preference Amount" means, with respect to the
Notes, any payment of principal or interest previously paid to a Holder of a
Note by or on behalf of the indenture trustee that is sought to be recovered
as a preference as a result of any Insolvency Proceeding and which is required
to be returned by a Holder of the Notes as required by a final, nonappealable
order of a court of competent jurisdiction.
As used herein the term "Reimbursement Amount" means, as to any Payment
Date, the sum of (x)(i) all Insured Payments and Preference Amounts paid by
the Credit Enhancer, but for which the Credit Enhancer has not been reimbursed
prior to such Payment Date, plus (ii) interest accrued on such Insured
Payments and Preference Amounts not previously repaid calculated at the rate
set forth in the Insurance Agreement, from the date the Indenture Trustee
received such Insured Payments or the date on which the Preference Amounts
were paid by the Credit Enhancer, and (y) without duplication (i) any amounts
then due and owing to the Credit Enhancer under the Insurance Agreement, but
for which the Credit Enhancer has not been paid or reimbursed prior to such
Payment Date plus (ii) interest on such amounts at the rate set forth in the
Insurance Agreement.
As used herein the term "Scheduled Payment" means, with respect to any
Payment Date with respect to each Class of the Notes during the Term of the
Policy, (i) the related Aggregate Investor Interest and (ii) the related
Guaranteed Principal Payment Amount, in each case, in accordance with the
original terms of the Notes and the Indenture when the Notes were issued as
modified only by any subsequent amendment or modification of the Notes or the
Indenture that has been consented to in writing by the Credit Enhancer.
Notwithstanding the foregoing, "Scheduled Payments" shall in no event include
payments which become due on an accelerated basis as a result of any optional
redemption or termination, in whole or in part, or any other cause, unless the
Credit Enhancer elects, in its sole discretion, to pay such amounts in whole
or in part (in which event Scheduled Payments shall include such accelerated
payments as, when, and to the extent so elected by the Credit Enhancer). In
the event that the Credit Enhancer does not make such election, "Scheduled
Payments" shall include payments due in accordance with the original terms of
the Notes without regard to any acceleration. In addition, "Scheduled
Payments" shall not include, nor shall coverage be provided under the Policy
in respect of, (i) any amounts due in respect of the Notes attributable to any
increase in Note Rate, penalty or other sum payable by the Trust by reason of
any default or event of default in respect of the Notes, or by reason of any
deterioration of the creditworthiness of the Trust, (ii) any Basis Risk
Carryforward or (iii) any taxes, withholding or other charge imposed by any
governmental authority due in connection with the payment of any Scheduled
Payment to any Holder or owner of any Note. "Scheduled Payment" has the same
meaning as the term Guaranteed Payment in the Indenture.
As used herein the term "Term of the Policy" means the period from and
including the Closing Date to and including the first date on which (i) all
Scheduled Payments have been paid that are required to be paid under the
Indenture; (ii) any period during which any Scheduled Payment could have been
avoided in whole or in part as a preference payment under applicable
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bankruptcy, insolvency, receivership or similar law has expired, and (iii) if
any proceedings requisite to avoidance as a preference payment have been
commenced prior to the occurrence of (i) and (ii) above, a final and
nonappealable order in resolution of each such proceeding has been entered;
provided, further, that if the Holders of Notes are required to return any
Preference Amount as a result of such Insolvency Proceeding, then the Term of
the Policy shall terminate on the date on which the Credit Enhancer has made
all payments required to be made under the terms of the Policy in respect of
all such Preference Amounts.
As used herein the term "Undercollateralization" means, for any Payment
Date and each Loan Group the excess of (x) the Note Principal Balance of the
related Class of Notes on that Payment Date (after giving effect to the
payment of all amounts actually paid on the Notes on that date (after giving
effect to the payment of all amounts actually paid on the Notes on the date of
determination) over (y) the related Loan Group Balance for that Payment Date
and any amounts otherwise payable on the Transferor Interest but retained in
the Payment Account.
As used herein the term "Unpaid Investor Interest Shortfall" means, for
each Payment Date and each Class of Notes, the aggregate amount of the related
Note Interest that was accrued for a prior Payment Date and has not been paid
to the Holders of that Class of Notes.
To make a claim under the Policy, the Indenture Trustee shall deliver to
XLCA a Payment Notice in the form of Exhibit A hereto (a "Payment Notice"),
appropriately completed and executed by the Indenture Trustee. A Payment
Notice under this Policy may be presented to XLCA by (i) delivery of the
original Payment Notice to XLCA at its address set forth below, or (ii)
facsimile transmission of the original Payment Notice to XLCA at its facsimile
number set forth below. If presentation is made by facsimile transmission, the
Indenture Trustee shall (x) simultaneously confirm transmission by telephone
to XLCA at its telephone number set forth below, and (y) as soon as reasonably
practicable, deliver the original Payment Notice to XLCA at its address set
forth below. Any Payment Notice received by XLCA after 10:00 a.m., New York
City time, on a Business Day, or on any day that is not a Business Day, will
be deemed to be received by XLCA at 9:00 a.m., New York City time, on the next
succeeding Business Day.
Following receipt by XLCA of a Payment Notice from the Indenture Trustee,
XLCA shall unconditionally and irrevocably pay an amount payable hereunder in
respect of an Insured Amount out of the funds of XLCA on the later to occur of
(a) 12:00 noon, New York City time, on the first Business Day following such
receipt and (b) 12:00 noon, New York City time, on the Payment Date to which
the related Credit Enhancement Draw Amount relates. Payments due hereunder in
respect of an Insured Amount will be disbursed by wire transfer of immediately
available funds to the Policy Payments Account established pursuant to the
Indenture or, if no such Policy Payments Account has been established, to the
Indenture Trustee.
Subject to the foregoing, if the payment of any amount with respect to
the Scheduled Payment is sought to be recovered (a "Preference Event") as a
result of an Insolvency Proceeding and as a result of such Preference Event,
an Owner is required to return such payment, or any portion of such voided
payment, made in respect of an Insured Obligation (a "Preference Amount"),
XLCA will pay an amount equal to such Preference Amount, following receipt by
XLCA from the Indenture Trustee on behalf of such Owner of (x) a certified
copy of a final order of a court exercising jurisdiction in such Insolvency
Proceeding to the effect that the
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Owner or the Indenture Trustee on behalf of the Owner is required to return
any such payment or portion thereof because such payment was a preference
under applicable law, with respect to which order the appeal period has
expired without an appeal having been filed (the "Final Order"), (y) an
assignment, substantially in the form attached hereto as Exhibit B, properly
completed and executed by such Owner irrevocably assigning to XLCA all rights
and claims of such Owner relating to or arising under such Preference Amount,
and (z) a Payment Notice in the form of Exhibit A hereto appropriately
completed and executed by the Indenture Trustee.
XLCA shall make payments due in respect of Preference Amounts no later
than 2:00 p.m. New York City time on the Business Day following XLCA's receipt
of the documents required under clauses (x) through (z) of the preceding
paragraph. Any such documents received by XLCA after 10:00 a.m. New York City
time on any Business Day or on any day that is not a Business Day shall be
deemed to have been received by XLCA at 9:00 a.m., New York City time, on the
next succeeding Business Day. All payments made by XLCA hereunder on account
of any Preference Amount shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Final Order and not
to the Indenture Trustee or any Owner directly (unless an Owner has provided
evidence satisfactory to XLCA that it has previously paid such amount to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Final Order, in which case such payment shall be disbursed to the
Indenture Trustee). XLCA hereby waives, and agrees not to assert, any and all
rights to require the Indenture Trustee to make demand on or to proceed
against any person, party or security prior to the Indenture Trustee demanding
payment under this Policy.
No defenses, set-offs and counterclaims of any kind available to XLCA so
as to deny payment of any amount due in respect of this Policy will be valid
and XLCA hereby waives, and agrees not to assert, any and all such defenses
(including, without limitation, defense of fraud in the inducement or fact, or
any other circumstances which would have the effect of discharging a surety in
law or in equity), set-offs and counterclaims, including, without limitation,
any such rights acquired by subrogation, assignment or otherwise. Upon any
payment hereunder, in furtherance and not in limitation of XLCA's equitable
right of subrogation and XLCA's rights under the Indenture, XLCA will be
subrogated to the rights of the Owner in respect of which such payment was
made to receive any and all amounts due in respect of the obligations in
respect of which XLCA has made a payment hereunder. Any rights of subrogation
acquired by XLCA as a result of any payment made under this Policy shall, in
all respects, be subordinate and junior in right of payment to the prior
indefeasible payment in full of any amounts due the Owner on account of
payments due under the Insured Obligation. Notwithstanding the foregoing, XLCA
does not waive its rights to seek payment in full of all Reimbursement Amounts
owed to it under the Indenture or the Insurance Agreement.
This Policy is neither transferable nor assignable, in whole or in part,
except to a successor indenture trustee duly appointed and qualified under the
Indenture. All Payment Notices and other notices, presentations,
transmissions, deliveries and communications made by the Indenture Trustee to
XLCA with respect to this Policy shall specifically refer to the number of
this Policy and shall be made to XLCA at:
XL Capital Assurance Inc.
1221 Avenue of the Americas
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New York, New York 10020
Attention: Surveillance
Telephone: (212) 478-3400
Facsimile: (212) 478-3597
or such other address, telephone number or facsimile number as XLCA may
designate to the Indenture Trustee in writing from time to time. Each such
Payment Notice and other notice, presentation, transmission, delivery and
communication shall be effective only upon actual receipt by XLCA.
The obligations of XLCA under this Policy are irrevocable, primary,
absolute and unconditional, subject to satisfaction of the conditions for
making a claim under this Policy, and neither the failure of any Person to
perform any covenant or obligation in favor of XLCA (or otherwise), nor the
commencement of any Insolvency Proceeding shall in any way affect or limit
XLCA's obligations under this Policy. If a successful action or proceeding to
enforce this Policy is brought by the Indenture Trustee, the Indenture Trustee
shall be entitled to recover from XLCA costs and expenses reasonably incurred,
including, without limitation, reasonable fees and expenses of counsel.
This Policy and the obligations of XLCA hereunder shall terminate on the
expiration of the Term of this Policy. This Policy shall be returned to XLCA
by the Indenture Trustee upon the expiration of the Term of this Policy.
The Property/Casualty Insurance Security Fund specified in Article 76 of
the New York Insurance Law does not cover this Policy. The Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code does not cover this Policy. In the event that XLCA were to
become insolvent, the California Insurance Guaranty Association, established
pursuant to Article 14.2 of Chapter 1 of Part 2 of Division 1 of the
California Insurance Code excludes from coverage any claims arising under this
Policy.
THIS POLICY SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
In the event any term or provision of this Policy is inconsistent with
the provisions of this Endorsement, the provisions of this Endorsement shall
take precedence and be binding.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, XL Capital Assurance Inc. has caused this Endorsement
to the Policy to be executed on the Effective Date.
_________________________________ _____________________________________
Name: David Czerniecki Name: Susan B. Comparato
Title: Senior Managing Director Title: General Counsel
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Exhibit A to Financial Guaranty Insurance Policy No. CA01478A
XL Capital Assurance Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: Surveillance
PAYMENT NOTICE
UNDER Financial Guaranty INSURANCE Policy No. CA01478A
JPMorgan Chase Bank, N.A., as Indenture Trustee (the "Indenture
Trustee"), hereby certifies to XL Capital Assurance Inc. ("XLCA") with
reference to that certain Financial Guaranty Insurance Policy, No. CA01478A,
dated December 22, 2004 together with the Endorsement attached thereto (the
"Policy"), issued by XLCA in favor of the Indenture Trustee on behalf of the
Owner under the Indenture, as follows:
1. The Indenture Trustee is the Indenture Trustee under the Indenture and
the Beneficiary of the Policy on behalf of each Owner.
2. The Indenture Trustee is entitled to make a demand under the Policy
pursuant to Section 8.05 of the Indenture.
3. This notice relates to the [insert date] Payment Date. The amount
demanded is to be paid in immediately available funds to the [Specify Account]
at [Identify Financial Institution Holding Account] account number[_____].
[For a Payment Notice in respect of Insured Amounts, use paragraph 4.]
4. The Indenture Trustee demands payment of $________, which is the
amount equal to the excess of the related Scheduled Payment over the related
Available Investor Interest.
[For a Payment Notice in respect of a Preference Amount use the following
paragraphs [4] or [5].]
[4.] The Indenture Trustee hereby represents and warrants, based upon
information available to it, that (i) the amount entitled to be drawn under
the Policy on the date hereof in respect of Preference Amounts is the amount
paid (or to be paid simultaneously with such draw on the Policy) by the Owner
on account of a Preference Event [$________] (the "Preference Payment Amount")
and (ii) the documents required by the Policy to be delivered in connection
with such Preference Amount and Preference Payment Amount have previously been
presented to XLCA or are attached hereto.
[5.] The Indenture Trustee agrees that, following payment of funds by
XLCA, it shall use reasonable efforts to ensure (a) that such amounts are
applied directly to the payment of any Credit Enhancement Draw Amount which is
due for payment; (b) that such funds are not applied for any other purpose;
and (c) the maintenance of an accurate record of such payments in respect of
each Insured Obligation and the corresponding claim on the Policy and the
proceeds thereof.
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[5.] or [6.] The Indenture Trustee, on behalf of itself and the Owners,
hereby assigns to XLCA all rights and claims (including rights of actions and
claims in respect of securities laws violations or otherwise) of the Indenture
Trustee and the Owners with respect to the Insured Obligation to the extent of
any payments under the Policy. The foregoing assignment is in addition to, and
not in limitation of, rights of subrogation otherwise available to XLCA in
respect of such payments. The Indenture Trustee shall take such action and
deliver such instruments as may be reasonably required by XLCA to effectuate
the purposes of provisions of this Clause [5.] or [6.].
[6.] or [7.] The Indenture Trustee, on behalf of itself and the Owners,
hereby appoints XLCA as agent and attorney-in-fact for the Indenture Trustee
and the Owners in any legal proceeding in respect of the Insured Obligation.
The Indenture Trustee, on behalf of itself and the Owners, hereby (and without
limiting the generality of the preceding sentence) agrees that XLCA may at any
time during the continuation of any proceeding by or against any debtor with
respect to which a Preference Claim (as defined below) or other claim with
respect to the Insured Obligation is asserted under any Insolvency Proceeding,
direct all matters relating to such Insolvency Proceeding, including, without
limitation, (a) all matters relating to any claim in connection with an
Insolvency Proceeding seeking the avoidance as a preferential transfer of any
payment made with respect to the obligations (a "Preference Claim"), (b) the
direction of any appeal of any order relating to any Preference Claim and (c)
the posting of any surety, supersedes or performance bond pending any such
appeal. In addition, the Indenture Trustee, on behalf of itself and the
Owners, hereby agrees that XLCA shall be subrogated to, and the Indenture
Trustee, on behalf of itself and the Owners, hereby delegates and assigns, to
the fullest extent permitted by law, the rights of the Indenture Trustee and
the Owners in the conduct of any Insolvency Proceeding, including, without
limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Insolvency
Proceeding.
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Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, this notice has been executed this ____ day of
________, ____.
JPMORGAN CHASE BANK, N.A., not in its individual
capacity, but solely as Indenture Trustee for
Revolving Home Equity Loan Asset Backed Notes,
Series 2004-R
By:
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Authorized Officer
Any Person Who Knowingly And With Intent To Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading Information Concerning Any Fact Material Thereof, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A
Civil Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The
Claim For Each Such Violation
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Exhibit B to Financial Guaranty Insurance Policy, No. CA01478A
Form of Assignment
Reference is made to the Financial Guaranty Insurance Policy No.
CA01478A, dated December 22, 2004 (together with the Endorsement attached
thereto, the "Policy") issued by XL Capital Assurance Inc. ("XLCA") relating
to the Revolving Home Equity Loan Asset Backed Notes, Series 2004-R, Class 1-A
and Class 2-A. Unless otherwise defined herein, capitalized terms used in this
Assignment shall have the meanings assigned thereto in the Policy including as
incorporated by reference therein. In connection with the Preference Amount of
[$________] [paid][or][sought to be recovered from] by the undersigned (the
"Owner") on [__________] and the payment by XLCA in respect of such Preference
Amount pursuant to the Policy, the Owner hereby irrevocably and
unconditionally, without recourse, representation or warranty (except as
provided below), sells, assigns, transfers, conveys and delivers all of such
Owner's rights, title and interest in and to any rights or claims, whether
accrued, contingent or otherwise, which the Owner now has or may hereafter
acquire, against any person relating to, arising out of or in connection with
such Preference Amount. The Owner represents and warrants that such claims and
rights are free and clear of any lien or encumbrance created or incurred by
such Owner.[1]
_______________________________________
[Owner] [Indenture Trustee, as Owner's
attorney-in-fact]
_______________
[1] In the event that the terms of this form of assignment are reasonably
determined to be insufficient solely as a result of a change of law or
applicable rules after the date of the Policy to fully vest all of the Owner's
right, title and interest in such rights and claims, the Owner or the
Indenture Trustee, as Owner's attorney-in-fact, as the case may be, and XLCA
shall agree on such other form as is reasonably necessary to effect such
assignment, which assignment shall be without recourse, representation or
warranty except as provided above.
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