[FINANCIAL SECURITY ASSURANCE LOGO] FINANCIAL GUARANTY
INSURANCE POLICY
Trust: As described in Endorsement No. 1 Policy No.: 50984-N
Certificates: $22,160,654 Original Principal Amount GMACM Date of Issuance:
9/27/2000
Mortgage Pass-Through Certificates, Series
2000-J3, Classes A-4 Through A-41, as described
in Endorsement No. 1
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.
For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be made
following receipt by Financial Security of notice as described in Endorsement
No. 1 hereto.
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in respect
of this Policy are nonrefundable for any reason whatsoever. This Policy may not
be canceled or revoked during the Term of this Policy. An acceleration payment
shall not be due under this Policy unless such acceleration is at the sole
option of Financial Security. THIS POILCY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By____________________________
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y. 10022-6022 (212) 826-0100
Form 101NY (5/89)
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ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY ASSURANCE INC.
TRUST: The Trust Fund held by the Trustee under the Pooling and Servicing
Agreement, dated as of September 27, 2000, among Residential Asset Mortgage
Products, Inc., GMAC Mortgage Corporation, as Servicer, and Wells Fargo
Bank Minnesota, N.A., as Trustee.
CERTIFICATES: $22,160,654 Original Principal Amount GMACM
Mortgage Pass-Through Certificates, Series 2000-J3
Classes A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11,
A-12, A-13, A-14, A-15, A-16, A-17, A-18, A-19,
A-20, A-21, A-22, A-23, A-24, A-25, A-26, A-27,
A-28, A-29, A-30, A-31, A-32, A-33, A-34, A-35,
A-36, A-37, A-38, A-39, A-40 and A-41 Certificates
POLICY NO.: 50984-N
DATE OF ISSUANCE: September 27, 2000
1. Definitions. For all purposes of this Policy, the terms specified below
shall have the meanings or constructions provided below. Capitalized terms used
herein and not otherwise defined herein shall have the meanings provided in the
Pooling and Servicing Agreement unless the context shall otherwise require.
"Accrued Certificate Interest" has the meaning set forth in the Pooling
and Servicing Agreement, provided, however, that, for all purposes of this
Policy, Accrued Certificate Interest on the Certificates will be deemed to
include any portion of the amounts allocated to the Certificates described in
clause (i) of the definition thereof (to the extent such amounts are not offset
by payments made by the Servicer or from the Insured Reserve Withdrawal) and
clauses (ii) through (iv) of the definition thereof (in each case, to the extent
such shortfalls are not covered by the subordination provided by the Class M and
Class B Certificates or by payments from the Insured Reserve Withdrawal).
"Business Day" means any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking institutions in the State of New York, the State of
Pennsylvania, the State of Minnesota or the State of Maryland (and such other
state or states in which the Custodial Account or the payment Account are at the
time located) are required or authorized or executive order to be closed.
"Guaranteed Distributions" means, with respect to each Distribution
Date, the distribution to be made to Holders of the Certificates in an aggregate
amount equal to the sum of (1) the Accrued Certificate Interest thereon, (2) the
principal portion of any Realized Losses allocable to the Certificates on such
Distribution Date, and (3) the Certificate Principal Balances of the
Certificates to the extent unpaid on the final Distribution Date or earlier
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termination of the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement, in accordance with the original terms of the Certificates when issued
and without regard to any amendment or modification of the Certificates or the
Pooling and Servicing Agreement except amendments or modifications to which
Financial Security has given its prior written consent. Guaranteed Distributions
shall not include, nor shall coverage be provided under this Policy in respect
of, any taxes, withholding or other charge imposed by any governmental
authority.
"Policy" means this Financial Guaranty Insurance Policy and includes
each endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of September 27, 2000, among Residential Asset Mortgage
Products, Inc., GMAC Mortgage Corporation, as Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee, relating to the Certificates, as amended from time
to time with the consent of Financial Security.
"Receipt" and "Received" mean actual delivery to Financial Security and
to the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York
City time, on a Business Day; delivery either on a day that is not a Business
Day, or after 12:00 noon, New York City time, shall be deemed to be receipt on
the next succeeding Business Day. If any notice or certificate given hereunder
by the Trustee is not in proper form or is not properly completed, executed or
delivered, it shall be deemed not to have been Received, and Financial Security
or its Fiscal Agent shall promptly so advise the Trustee and the Trustee may
submit an amended notice.
"Term of This Policy" means the period from and including the Date of
Issuance to and including the date on which the Certificate Principal Balance on
the Certificates is zero.
"Trustee" means Wells Fargo Bank Minnesota, N. A. in its capacity as
Trustee under the Pooling and Servicing Agreement and any successor in such
capacity.
2. Deletions from Policy. The second paragraph of the Financial Guaranty
Insurance Policy to which this Endorsement relates (regarding Policy payments
subsequently avoided in whole or in part as a preference payment under
applicable law) is hereby deleted.
3. Notices and Conditions to Payment in Respect of Guaranteed Distributions.
Following Receipt by Financial Security of a notice and certificate from the
Trustee in the form attached as Exhibit A to this Endorsement, Financial
Security will pay any amount payable hereunder in respect of Guaranteed
Distributions out of the funds of Financial Security on the later to occur of
(a) 12:00 noon, New York City time, on the Business Day following such Receipt;
and (b) 12:00 noon, New York City time, on the Distribution Date to which such
claim relates. Payments due hereunder in respect of Guaranteed Distributions
will be disbursed by wire transfer of immediately available funds to the FSA
Policy Payments Account established pursuant to the Pooling and Servicing
Agreement or, if no such FSA Policy Payments Account has been established, to
the Trustee for deposit to the Certificate Account.
Financial Security shall be entitled to pay, at any time after a claim
is made under the Policy, any amount hereunder in respect of Guaranteed
Distributions, including any acceleration payment, whether or not any notice and
certificate shall have been Received by Financial Security as provided above,
provided however, that by acceptance of this Policy the Trustee agrees to
provide upon request to Financial Security a notice and certificate in respect
of any such payments made by Financial Security. Guaranteed Distributions
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insured hereunder shall not include interest, in respect of principal paid
hereunder on an accelerated basis, accruing from after the date of such payment
of principal. Financial Security's obligations hereunder in respect of
Guaranteed Distributions shall be discharged to the extent funds are disbursed
by Financial Security as provided herein whether or not such funds are properly
applied by the Trustee.
4. Governing Law. This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy, Financial Security
may appoint a fiscal agent (the "Fiscal Agent") for purposes of this Policy by
written notice to the Trustee at the notice address specified in the Pooling and
Servicing Agreement specifying the name and notice address of the Fiscal Agent.
From and after the date of receipt of such notice by the Trustee, (i) copies of
all notices and documents required to be delivered to Financial Security
pursuant to this Policy shall be simultaneously delivered to the Fiscal Agent
and to Financial Security and shall not be deemed Received until Received by
both and (ii) all payments required to be made by Financial Security under this
Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable law,
Financial Security agrees not to assert, and hereby waives, for the benefit of
each Holder of any Certificates, all rights (whether by counterclaim, set off or
otherwise) and defenses (including, without limitation, the defense of fraud),
whether acquired by subrogation, assignment or otherwise, to the extent that
such rights and defenses may be available to Financial Security to avoid payment
of its obligations under this Policy in accordance with the express provisions
of this Policy.
7. Notices. All notices to be given hereunder shall be in writing (except
as otherwise specifically provided herein) and shall be mailed by registered
mail or personally delivered or telecopied to Financial Security as follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President - Surveillance
Re: GMACM Mortgage Pass-Through Certificates
Series 2000-J3, Class A-4 through Class A-41
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100
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Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.
8. Priorities. In the event any term or provision of the face of this
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.
9. Exclusions From Insurance Guaranty Funds. 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 covered by the Florida Insurance Guaranty
Association created under Part II of Chapter 631 of the Florida Insurance Code.
In the event Financial Security were to become insolvent, any claims arising
under this Policy are excluded from coverage by 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.
10. Surrender of Policy. The Trustee shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term of this Policy.
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By_________________________________
Authorized Officer
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Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of Wells Fargo Bank
Minnesota, N.A. (the "Trustee"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 50984-N dated September 27, 2000 (the "Policy") issued by
Financial Security in respect of the GMACM Mortgage Pass-Through Certificates,
Series 2000-J3, Classes A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13,
A-14, A-15, A-16, A-17, A-18, A-19, A-20, A-21, A-22, A-23, A-24, A-25, A-26,
A-27, A-28, A-29, A-30, A-31, A-32, A-33, A-34, A-35, A-36, A-37, A-38, A-39,
A-40 and A-41 (the "Certificates"), that:
(i) The Trustee is the Trustee under the Pooling and Servicing Agreement for
the Holders of the Certificates.
(ii) The sum of all amounts on deposit (or scheduled to be on deposit) in the
Certificate Account (after giving effect to any applications of funds from
the Insured Reserve Fund) and available for distribution to the Holders
pursuant to the Pooling and Servicing Agreement will be $___________ (the
"Shortfall") less than the sum of (a) the Guaranteed Distributions with
respect to the Distribution Date ($_________) and (b) the aggregate amount
on deposit (or scheduled to be on deposit) in the Certificate Account
(after giving effect to any applications of funds from the Insured Reserve
Fund) that will be applied to make payments of principal (other than
principal amounts due pursuant to clause (3) of the definition of
"Guaranteed Distributions") on the Certificates on such Distribution Date
pursuant to the Pooling and Servicing Agreement, but without giving effect
to any payments to be made under the Policy.
(iii) The Trustee is making a claim under the Policy for the lesser of (a) the
Shortfall and (b) the Guaranteed Distributions with respect to the
Distribution Date, to be applied to distributions of principal or
interest or both with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds from Financial
Security, it shall (a) hold such amounts in trust and apply the same
directly to the payment of Guaranteed Distributions on the Certificates
when due; (b) not apply such funds for any other purpose; (c) not commingle
such funds with other funds held by the Trustee and (d) maintain an
accurate record of such payments with respect to each Certificate and the
corresponding claim on the Policy and proceeds thereof and, if the
Certificate is required to be presented for such payment, shall stamp on
each such Certificate the legend "$[insert applicable amount] paid by
Financial Security and the balance hereof has been canceled and reissued"
and then shall deliver such Certificate to Financial Security.
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(v) The Trustee, on behalf of the Holders, hereby assigns to Financial Security
the rights of the Holders with respect to the Certificates to the extent of
any payments under the Policy, including, without limitation, any amounts
due to the Holders in respect of securities law violations arising from the
offer and sale of the Certificates. The `foregoing assignment is in
addition to, and not in limitation of, rights of subrogation otherwise
available to Financial Security in respect of such payments. The Trustee
shall take such action and deliver such instruments as may be reasonably
requested or required by Financial Security to effectuate the purpose or
provisions of this clause (v).
(vi) The Trustee, on its behalf and on behalf of the Holders, hereby appoints
Financial Security as agent and attorney-in-fact for the Trustee and each
such Holder in any legal proceeding with respect to the Certificates. The
Trustee hereby agrees that, so long as a Financial Security Default shall
not exist; Financial Security may at any time during the continuation of
any proceeding by or against the Company under the United States Bankruptcy
Code or any other applicable bankruptcy, insolvency, receivership,
rehabilitation or similar law (an "Insolvency Proceeding") direct all
matters relating to such Insolvency Proceeding with respect to the
Certificates. In addition, the Trustee hereby agrees that Financial
Security shall be subrogated to, and the Trustee on its behalf and on
behalf of each Holder, hereby delegates and assigns, to the fullest extent
permitted by law, the rights of the Trustee and each Holder 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.
(vii) Payments should be made by wire transfer directed to [SPECIFY FSA POLICY
PAYMENTS ACCOUNT OR CERTIFICATE ACCOUNT].
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice of
Claim and Certificate as of the ____________ day of ________________, ____
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:_____________________________________________
Title:__________________________________________
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on _________________ by ________________________________
Confirmation Number __________________________________
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