Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000 (800) 352-0001
SURETY BOND
Form 9133
Page 1 of 5
Issuer: GMACM Home Equity Loan
Policy Number:
05030041
Trust 2005-HE2
Control Number:
0010001
Insured Obligations:
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$1,113,522,000 in aggregate maximum principal amount of GMACM Home Equity
Loan-Backed Term Notes, Series 2005-HE2,
Class A-1, Class A-2,
Class A-3, Class
A-4, Class A-5, Class A-6 and Class A-IO,
Series 2005-HE2,
(collectively, the "Notes")
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Indenture Trustee: Wells Fargo Bank, N.A.
Financial Guaranty Insurance Company
("Financial
Guaranty"),
a New York stock
insurance company, in consideration of the right of Financial Guaranty to
receive monthly premiums pursuant to the Indenture (as
defined below) and the
Insurance Agreement referred to therein,
and subject to the terms of this Surety
Bond, hereby unconditionally and irrevocably
agrees to pay each Insured Amount,
to the extent set forth in the Indenture,
to the Indenture
Trustee named
above
or its successor, as trustee for the Holders of the
Notes, except as
otherwise
provided herein with respect to Preference
Amounts. Capitalized terms used and
not otherwise defined herein shall have the
meanings assigned to
such terms in
the Annex A attached to the Indenture as in effect and executed on the date
hereof, without giving effect to any
subsequent amendment or modification to the
Indenture unless such amendment or
modification has been approved in writing by
Financial Guaranty.
The term "Insured Amount" means (1) any
Deficiency Amount for a Payment Date and
(2) any Preference Amount to be paid pursuant to the
terms of this Surety Bond
in respect of the Notes.
The term "Deficiency Amount" means, with respect to any Payment Date
and the
Notes, as applicable, an amount, if any,
equal to the sum of:
(1)
the amount by which the aggregate amount of accrued interest on
the Notes (excluding
any Relief Act Shortfalls for that Payment
Date) at the respective Note Rates on that Payment Date
exceeds
the amount on deposit in the Note Payment Account available for
interest distributions on the Notes on that Payment Date; and
(2)
(i) with respect
to any Payment Date that is not the Final
Payment Date, any
Liquidation
Loss Amount with
respect to the
Mortgage Loans
for that Payment Date, to the extent not
distributed as part of the Liquidated Loss Distribution Amount
to the Holders of the Notes on such Payment Date or applied to
reduce the Overcollateralization Amount on such Payment Date;
or
(ii) on the Final Payment Date, the aggregate outstanding Note
Balance of the Notes
to the extent
otherwise not paid on
that
date.
<PAGE>
The "Deficiency Amount" will not include
any Interest Carry-Forward Amounts.
The term "Final Payment Date" for each
Class of the Notes means the Payment Date
occurring in November, 2035.
Financial Guaranty will pay a Deficiency Amount with respect to the Notes
by
12:00 noon (New York City Time) in
immediately available
funds to the Indenture
Trustee on the later of (i) the second
Business Day
following the Business
Day
on which Financial Guaranty shall have received
Notice that a Deficiency Amount
is due in respect of the Notes,
and (ii) the Payment
Date on which the
related
Deficiency Amount is payable to the Holders of the Notes pursuant to the
Indenture, for disbursement to the Holders of the Notes in the
same manner as
other payments with respect to the Notes are
required to be made.
Any Notice
received by Financial Guaranty after 12:00 noon New York City
time on a given
Business Day or on any day that is not a
Business Day shall be deemed to have
been received by Financial Guaranty on the
next succeeding Business Day.
Upon payment of a Deficiency Amount
hereunder, Financial Guaranty shall be fully
subrogated to the rights of the Holders of the Notes to receive
the amount so
paid. Financial Guaranty's obligations with respect to the
Notes hereunder with
respect to each Payment Date shall be
discharged to the extent funds consisting
of the related Deficiency Amount are
received by the Indenture Trustee on behalf
of the Holders of the Notes for
payment to such
Holders, as provided in the
Indenture and herein, whether or not such funds are
properly applied by the
Indenture Trustee.
If any portion or all of any amount that is insured hereunder that was
previously distributed to a holder of Notes
is recoverable
and recovered from
such Holder as a voidable preference by a trustee in
bankruptcy pursuant to the
U.S. Bankruptcy Code, pursuant to a final non-appealable order of a court
exercising proper jurisdiction in an insolvency proceeding (a "Final Order")
(such recovered amount, a "Preference
Amount"), Financial Guaranty will pay on
the guarantee described in the first paragraph
hereof, an amount
equal to each
such Preference Amount by 12:00 noon on the second Business Day following
receipt by Financial Guaranty on a Business Day of (x)
a certified copy of
the
court order requiring the return of the Preference Amount, together with an
opinion of counsel satisfactory to Financial Guaranty that the order is
final
and not subject to appeal (a "Final Order"), (y) an assignment, in form
reasonably satisfactory to Financial Guaranty, irrevocably assigning to
Financial Guaranty all rights and claims of
the Indenture Trustee
and/or such
Holder of the Notes relating to or arising
under any Notes
against the debtor
who paid such Preference Amount and
constituting an appropriate instrument, in
form satisfactory to Financial Guaranty, appointing Financial Guaranty as the
agent of the Indenture Trustee and/or such Holder in
respect of such Preference
Amount, including without limitation in any legal
proceeding
related to the
Preference Amount, and (z) a Notice
appropriately
completed and executed by the
Indenture Trustee or such Holder, as the
case may be. Such payment shall be made
to the receiver, conservator, debtor-in-possession or trustee in bankruptcy
named in the Final Order and not to the
Indenture Trustee or Holder of the Notes
directly (unless the Holder has
previously
paid such amount to
such receiver,
<PAGE>
conservator, debtor-in-possession or trustee
named in such Final Order in which
case payment shall be made to the Indenture Trustee for distribution to the
Holder upon delivery of proof of such payment reasonably satisfactory to
Financial Guaranty). Notwithstanding the foregoing, in
no event shall Financial
Guaranty be (i) required to make any payment
under this Surety Bond
in respect
of any Preference Amount to the extent such
Preference
Amount is comprised
of
amounts previously paid by Financial
Guaranty hereunder,
or (ii) obligated
to
make any payment in respect of any
Preference Amount, which payment represents a
payment of the principal amount of any Notes, prior to the time Financial
Guaranty otherwise would have been required
to make a payment in respect of such
principal, in which case Financial Guaranty shall pay the balance of the
Preference Amount when
