FINANCIAL FINANCIAL GUARANTY
SECURITY INSURANCE POLICY
ASSURANCE(R)
Trust: As described in Endorsement No. 1
Policy No.: 50946-N
Certificates: $15,300,000 Original Principal Amount GMACM Mortgage
Dateof Issuance: 6/27/2000
Pass-Through Certificates, Series 2000-J2, Class A-3
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 POLICY 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 June 27, 2000, among Norwest Bank Minnesota,
National Association, as Trustee, Residential Asset Mortgage Products,
Inc., and GMAC Mortgage Corporation, as Servicer.
CERTIFICATES: $15,300,000 Original Principal Amount GMACM Mortgage Pass- Through
Certificates, Series 2000-J2, Class A-3.
POLICY NO.: 50946-N
DATE OF ISSUANCE: June 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 Master 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 City of New York or in the city
in which the corporate trust office of the Trustee is located are authorized or
obligated by law 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
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.
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Policy No.: 50946-N Date of Issuance: June 27, 2000
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of June 27, 2000, among Norwest Bank Minnesota, National
Association, as Trustee, Residential Asset Mortgage Products, Inc., and GMAC
Mortgage Corporation, as Servicer, 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 Norwest Bank Minnesota, National Association 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
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
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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-J2, Class A-3
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100
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.
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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 Norwest Bank Minnesota,
National Association (the "Trustee"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 50946-N dated June 27, 2000 (the "Policy") issued by
Financial Security in respect of the GMACM Mortgage Pass-Through Certificates,
Series 2000-J2, Class A-3 (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.
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IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
of Claim and Certificate as of the _______day of ________ , _________.
NORWEST 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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