Ambac Ambac Assurance Corporation
c/o CT Corporation Systems
44 East Mifflin Street, Madison, Wisconsin
53704
Administrative office:
One State Street Plaza, New York, New York
10004
Telephone: (2121) 668-0340
Certificate Guaranty Insurance Policy
Insured Obligations: Policy Number: AB0394BE
Residential Funding Mortgage Securities II, Inc.
Home Equity Loan-Backed Notes, Series 2000-HS1
Premium: As specified in the
endorsement attached hereto
Ambac Assurance Corporation (Ambac) A Wisconsin Stock Insurance Company in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.
Ambac will make such payments to the Trustee from its own funds on the later of
(a) one (1) Business Day following notification to Ambac of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to Ambac, transferring to Ambac
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. Ambac shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, Ambac shall have no further obligation hereunder in respect
of such Insured Amounts.
In the event the Trustee for the Insured obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from Ambac to the extent of such recovery if sufficient
funds are not otherwise available.
This Policy is noncancelable by Ambac for any reason, including failure to
receive payment of any premium due hereunder. 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 Ambac, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, Ambac hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to Ambac, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.
In witness whereof, Ambac has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon Ambac by virtue
of the countersignature of its duly authorized representative.
/s/ Philip B. Lassiter /s/ Anne G. Gill
President Secretary
/s/ Michele Kearns
Effective Date: September 26, 2000 Authorized Representative
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EXECUTED VERSION
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy No. AB0394BE September 26, 2000
issued to:
The Chase Manhattan Bank, as In- denture Trustee on behalf of Home Equity Loan
Trust 2000-HS1, and for the benefit of the Holders of the Home Equity
Loan-Backed Notes,
Series 2000-HSI
For all purposes of this Policy, the following terms shall have the
following meanings:
"Agreement" shall mean the Indenture (including Appendix A thereto).
"Dissolution Payment Date" shall mean the first Business Day following
the date on which the sale, liquidation or other disposition of the assets of
the Owner Trust Estate occurs as a result of the liquidation of the Trust Estate
as permitted under the Indenture following an Event of Default thereunder.
"Due for Payment" shall mean, with respect to any Insured Amounts, such
amount that is due and payable under the Indenture on the related Payment Date
or Dissolution Payment Date, as the case may be.
"Final Payment Date" shall mean the Payment Date in September 2030.
"First Payment Date" shall mean October 20, 2000.
"Holder" shall mean any person who is the registered owner or beneficial
owner of any of the Notes.
"Indenture" shall mean the Indenture, dated as of September 26, 2000,
between Home Equity Loan Trust 2000-HS 1, as Issuer, and The Chase Manhattan
Bank, as Indenture Trustee, as such Indenture may be amended, modified or
supplemented from time to time as set forth in the Indenture.
"Indenture Trustee" shall mean The Chase Manhattan Bank, or its
successor-in-interest, in its capacity as indenture trustee under the Indenture,
or if any successor indenture trustee or any co-indenture trustee shall be
appointed as provided therein, then "Indenture Trustee" shall also mean such
successor indenture trustee or such co-indenture trustee, as the case may be,
subject to the provisions thereof.
"Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time) dated as of
September 26, 2000, by and among the Insurer, Residential Funding Corporation,
as Seller and Master Servicer, the Depositor, the Issuer and The Chase Manhattan
Bank, as Indenture Trustee.
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"Insurance Draw Amount" (1) shall mean, with respect to any Payment
Date, the sum of (x) the amount by which accrued interest on the Notes at the
applicable Note Rate on such Payment Date (exclusive of any Basis Risk
Shortfalls) exceeds the amount on deposit in the Payment Account available for
interest distributions on such Payment Date, (y) any Liquidation Loss Amount
(other than any Excess Loss Amount) not currently covered by a Liquidation Loss
Distribution Amount or a reduction in the Outstanding Reserve Amount and (z) any
Excess Loss Amount, (2) shall mean, with respect to the Dissolution Payment
Date, the amount of the Dissolution Draw payable to the Noteholders following
the sale, liquidation or other disposition of the assets of the Owner Trust
Estate in connection with the liquidation of the Trust Estate as permitted under
the Indenture following an Event of Default thereunder, (3) shall mean, with
respect to the Final Payment Date, the amount by which the Security Balances on
the Notes, and any accrued and unpaid interest thereon (exclusive of any Basis
Risk Shortfalls) to the extent not paid pursuant to clause (1) of this
definition, exceeds the payments otherwise available to be made to the Holders
thereof on the Final Payment Date and (4) shall mean, with respect to the
Insured Undercollateralization Payment Date, the Undercollateralization Amount.
For purposes of calculating the Insurance Draw Amount, amounts in the Payment
Account available for interest distributions on any Payment Date shall be deemed
to include all amounts in the Payment Account for such Payment Date, other than
the Principal Collection Distribution Amount and the Liquidation Loss
Distribution Amount (if any) distributed thereon. Any Basis Risk Shortfalls
shall not be included in an Insurance Draw Amount.
"Insurance Policy" or "Policy" shall mean this Certificate Guaranty
Insurance Policy together with each and every endorsement hereto.
"Insured Amounts" (1) shall mean, with respect to any Payment Date, the
Insurance Draw Amount for such Payment Date, (2) shall mean, with respect to the
Dissolution Payment Date, the Insurance Draw Amount for the Dissolution Payment
Date, (3) shall mean, with respect to the Final Payment Date, the Insurance Draw
Amount for the Final Payment Date and (4) shall mean, with respect to the
Insured Undercollateralization Payment Date, the Undercollateralization Amount.
"Insured Payments" shall mean, with respect to any Payment Date, the
aggregate amount actually paid by the Insurer to the Indenture Trustee in
respect of Insured Amounts for such Payment Date.
"Insurer" shall mean Ambac Assurance Corporation, or any successor
thereto, as issuer of the Insurance Policy.
"Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank, N.A.), and (ii)
the then applicable highest rate of interest on any of the Securities and (b)
the maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days for any Payment Date.
"Nonpayment" shall mean, with respect to any Payment Date or with
respect to the Dissolution Payment Date, an Insured Amount which is Due for
Payment but has not and will not be paid in respect of such Payment Date or the
Dissolution Payment Date, as the case may be, pursuant to the Indenture.
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"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, 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 or the Dissolution Payment
Date.
"Payment Account" shall mean the account created and maintained with the
Indenture Trustee for the benefit of the Noteholders and the Certificate Paying
Agent an behalf of the Certificateholders and the Insurer pursuant to Section
3.01 of the Indenture.
"Payment Date" shall mean the 20th day of each month (or if such 20th
day is not a Business Day, the first Business Day immediately following)
beginning with the First Payment Date.
"Premium" shall have the meaning assigned to that term in the Insurance
Agreement.
"Reimbursement Amount" shall mean, as to any Payment Date, the sum of
(x) (i) all Insured Payments paid by the Insurer, but for which the Insurer has
not been reimbursed prior to such Payment Date pursuant to Section 3.05(a)(v) of
the Indenture, plus (ii) interest accrued thereon, calculated at the Late
Payment Rate from the date the Indenture Trustee received the related Insured
Payments except with respect to any Insured Payments made as a result of an
Undercollateralization Amount, in which case interest shall be calculated at the
Undercollateralization Late Payment Rate, and (y) (i) any other amounts then due
and owing to the Insurer under the Insurance Agreement, but for which the
Insurer has not been reimbursed prior to such Payment Date pursuant to Section
3.05(a)(vii) of the Indenture plus (ii) interest on such amounts at the Late
Payment Rate.
"Trustee" shall mean the Indenture Trustee.
"Undercollateralization Late Payment Rate" shall mean the lesser of (a)
the per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank, N.A.) plus 2.00%
per annum and (b) the maximum rate permissible under applicable usury or similar
laws limiting interest rates. The Undercollateralization Late Payment Rate shall
be computed on the basis of the actual number of days elapsed over a year of 360
days for any Payment Date.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Indenture (including Appendix A thereto).
The Insurer hereby agrees that if, as of any Payment Date, it has become
subrogated to the rights of Holders by virtue of a previous payment under this
Policy, no recovery of such payment will occur unless the full amount of the
Holders' allocable distributions for such Payment Date can be made. In so doing,
the Insurer does not waive its rights to seek full payment of all Reimbursement
Amounts owed to it under the Indenture.
As provided by the Policy, the Insurer will pay any amount payable
hereunder no later than 12:00 noon, New York City time, on the later of the
Payment Date on which the related Insured Amount is due or the Business Day
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following receipt in New York, New York on a Business Day by the Insurer of a
Notice; 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 is not in proper form or is otherwise
insufficient for the purpose of making a claim under the Policy, it shall be
deemed not to have been received for purposes of this paragraph, and the Insurer
shall promptly so advise the Indenture Trustee and the Indenture Trustee may
submit an amended Notice.
The terms and provisions of the Indenture constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A Premium will be payable on this Policy on each Payment Date as
provided in Section 3.05(a)(iv) of the Indenture, beginning with the First
Payment Date, in the amount specified in Section 3.02(c) of the Insurance
Agreement.
THE INSURANCE PROVIDED BY THE POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.
The Policy to which this Endorsement is attached and of which it forms a
part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of the
Insurer. The Policy is further hereby amended, to the extent necessary, to
clarify that the reference to "loss of any prepayment or any other acceleration
payment" in the fourth paragraph of the face of the Policy does not refer to
that portion of any shortfall, if any, in interest on any Revolving Credit Loan
in any month in which such Revolving Credit Loan is paid prior to its stated
maturity.
Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is 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 provisions thereof).
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IN WITNESS WHEREOF, the Insurer has caused this Endorsement to the
Policy to be signed by its duly authorized officers.
First Vice President Assistant Secretary
/s/ Michele Kearns /s/ Jean Kim
<PAGE>
EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0394BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [ ]
AMBAC ASSURANCE CORPORATION
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No. AB0394BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Indenture (including Appendix A thereto), as the case may
be, unless the context otherwise requires.
The Indenture Trustee hereby certifies as follows:
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1. The Indenture Trustee is the Indenture Trustee under the Indenture for the
Noteholders.
2. The relevant Payment Date, Final Payment Date, Insured Undercollateralization
Payment Date or Dissolution Payment Date is [date].
3. Payment on the Notes in respect of the Payment Date is due to be received on
______________________ under the Servicing Agreement and the Indenture, in an
amount equal to $______________________.
[3. The amount to be paid to the Holders of the Notes on the Final Payment Date is
$__________________.]
[3. The Undercollateralization Amount is $__________.]
[3. The amount to be received on ___________ from the sale, liquidation or other
disposition of the assets of the Owner Trust is $______________.]
4. There is an Insurance Draw Amount of $__________________- in respect of the
Notes, which amount is an Insured Amount pursuant to the terms of the Policy.
5. The sum of $______________ is the Insured Amount that is Due For Payment.
6. The Indenture Trustee has not heretofore made a demand for the
Insured Amount in respect of the Payment Date, Final Payment
Date, Insured Undercollateralization Payment Date or Dissolution
Payment Date, as the case may be.
7. The Indenture Trustee hereby requests the payment of the Insured
Amount that is Due for Payment be made by Ambac under the Policy
and directs that payment under the Policy 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 to:
____________________________________ Indenture Trustee's account
number.
8. The Indenture Trustee hereby agrees that, following receipt of
the Insured Amount from Ambac, it shall (a) hold such amounts in
trust and apply the same directly to the distribution of payment
on the Notes when due; (b) not apply such funds for any other
purpose; (c) deposit such funds to the Payment Account and not
commingle such funds with other funds held by the Indenture
Trustee and (d) maintain an accurate record of such payments with
respect to the Notes and the corresponding claim on the Policy
and proceeds thereof.
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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 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.
By: Indenture Trustee
Title:___________________________________________
(Officer)
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