MBIA
NOTE GUARANTY INSURANCE POLICY
OBLIGATIONS: $332,000,000 GMACM Home Equity Loan Trust 2000-HE4
POLICY NUMBER: 33712
GMACM Home Equity Loan-Backed Term Notes, Series 2000-HE4
$272,716,000 Variable Rate Class A-1 Notes
$59,284,000 Variable Rate Class A-2 Notes
GMACM Home Equity Loan-Backed Variable Funding Notes,
in an amount not to exceed $65,000,000
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 Wells Fargo Bank Minnesota, N.A., 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 the 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 paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust or the Indenture
Trustee for withholding taxes, if any (including interest and penalties in
respect of any such liability), Interest Shortfalls or Relief Act Shortfalls.
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.
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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 third Business Day following receipt in
New York, New York on a Business Day by State Street Bank and Trust Company,
N.A., 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 November 29, 2000, among the
GMACM Home Equity Loan Trust 2000-HE4, as Issuer, and the Indenture Trustee, as
indenture trustee, without regard to any amendment or supplement thereto, unless
such amendment or supplement has been approved in writing by the Insurer.
"Business Day" means any day other than (a) a Saturday or a Sunday (b) a
day on which the Insurer is closed or (c) a day on which banking institutions in
New York City or in the city in which the corporate trust office of the
Indenture Trustee under the Agreement is located are authorized or obligated by
law or executive order to close.
"Deficiency Amount" means (a) with respect to any Payment Date, the
amount by which the aggregate amount of accrued interest on the Obligations
(excluding any Relief Act Shortfalls for such Payment Date) at the respective
Note Rates on such Payment Date exceeds the amount on deposit in the Note
Payment Account available for interest distributions on such Payment Date and
(b)(i) with respect to any Payment Date that is not the Final Payment Date, any
Liquidation Loss Amount for such Payment Date, to the extent not included in the
Principal Distribution Amount on such Payment Date or a reduction in the
overcollateralization amount or (ii) on the Final Payment Date, the aggregate
outstanding balance of the Obligations to the extent otherwise not paid on such
date.
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"Insured Amount" means (a) as of any Payment Date, any Deficiency Amount
and (b) any Preference Amount.
"Notice" means the telephonic or telegraphic notice, promptly confirmed
in writing by facsimile substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified mail,
from the Indenture Trustee specifying the Insured Amount which shall be due and
owing on the applicable Payment Date.
"Owner" means each Noteholder (as defined in the Agreement) who, on the
applicable Payment Date, is entitled under the terms of the applicable Notes to
payment thereunder.
"Preference Amount" means any amount previously distributed to an Owner
on the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time in accordance with a final
nonappealable order of a court having competent jurisdiction.
"Relief Act Shortfalls" means current interest shortfalls resulting from
the application of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Agreement as of the date of
execution of this Policy, without giving effect to any subsequent amendment to
or modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.
Any notice hereunder or service of process on the Fiscal Agent may be
made at the address listed below for the Fiscal Agent or such other address as
the Insurer shall specify in writing to the Indenture Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Indenture Trustee in
writing.
THIS POLICY IS BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE
CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason, including payment, or provision being made for
payment, prior to maturity of the Obligations.
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IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed
and attested this 29th day of November, 2000.
MBIA Insurance Corporation
/s/ Gary C. Dunton
President
/s/ Lisa A. Wilson
Assistant Secretary
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EXHIBIT A
TO NOTE GUARANTY INSURANCE
POLICY NUMBER: 33712
NOTICE UNDER NOTE GUARANTY
INSURANCE POLICY NUMBER: 33712
State Street Bank and Trust Company, N.A., as Fiscal Agent
for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of [NAME OF INDENTURE
TRUSTEE], as indenture trustee (the "Indenture Trustee"), hereby certifies to
State Street Bank and Trust Company, N.A. (the "Fiscal Agent") and MBIA
Insurance Corporation (the "Insurer"), with reference to Note Guaranty Insurance
Policy Number: 33712 (the "Policy") issued by the Insurer in respect of the
$332,000,000 GMACM Home Equity Loan Trust 2000-HE4 (the "Obligations"), that:
(a) the Indenture Trustee is the indenture trustee under the
Indenture dated as of November 29, 2000 between GMACM Home Equity Loan
Trust 2000-HE4, as Issuer, and the Indenture Trustee, as indenture
trustee for the Owners;
(b) the amount due under clause (a) of the definition of
Deficiency Amount for any Payment Date occurring on [__________] (the
"Applicable Payment Date") is $[________________];
(c) the amount due under clause (b) of the definition of
Deficiency Amount for the Applicable Payment Date is $[__________];
(d) the sum of the amounts listed in paragraphs (b) and (c) above
is $[__________] (the "Deficiency Amount");
(e) the amount previously distributed payments on the Obligations
that is recoverable and sought to be recovered as a voidable preference
by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance
with a final nonappealable order of a court having competent
jurisdiction is $[__________] (the "Preference Amount");
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(f) the total Insured Amount due is $[__________], which amount
equals the sum of the Deficiency Amount and the Preference Amount;
(g) the Indenture Trustee is making a claim under and pursuant to
the terms of the Policy for the dollar amount of the Insured Amount set
forth in (d) above to be applied to the payment of the Deficiency Amount
for the Applicable Payment Date in accordance with the Agreement and for
the dollar amount of the Insured Amount set forth in (e) above to be
applied to the payment of any Preference Amount; and
(h) the Indenture Trustee directs that payment of the Insured
Amount be made to the following account by bank wire transfer of federal
or other immediately available funds in accordance with the terms of the
Policy: [INDENTURE TRUSTEE'S ACCOUNT NUMBER].
Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Policy.
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 Thereto, 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.
IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered
this Notice under the Policy as of the [___] day of [__________], [___].
[NAME OF INDENTURE TRUSTEE], as Indenture Trustee
By_______________________________________________
Title____________________________________________
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