Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001
FINANCIAL GUARANTY INSURANCE POLICY
Form 9133
Page 1 of 6
Policy Number: 07030046
Control Number: 0010001
Issuing Entity: GMACM Home Equity Loan Trust 2007-HE2
Insured Obligations:
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$1,240,884,000 in aggregate principal amount of GMACM Home Equity
Loan-Backed Term Notes,
Series 2007-HE2, Class A-1, Class A-2, Class A-3, Class A-4, Class
A5 and Class A-6 Notes
(collectively, the "Notes")
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Indenture Trustee: The Bank of New York Trust Company, 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 Financial Guaranty Insurance Policy
(this "Policy"), hereby unconditionally and irrevocably agrees to
pay each Insured Payment (as defined below) to
the Indenture Trustee named above or its successor, as indenture
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 following terms used herein shall have the meanings assigned to
them below:
The term "Deficiency Amount" means, with respect to any Payment
Date and the Notes, 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 and any prepayment
interest 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 and for which the
Overcollateralization Amount on such payment
date is zero (after giving effect to any
principal payments on the Notes on such Payment
Date), the principal portion of any
Liquidation Loss Amount for that Payment Date,
to the extent not distributed to the Holders of
the Notes on such Payment Date; or
(ii) on the Final Payment Date, the aggregate
outstanding Note Balance of the Notes after
giving effect to all other payments of principal
on the Notes on the Final Payment Date from
all sources other than the Policy.
The term "Final Payment Date" for each Class of the Notes means the
Payment Date occurring in December 2037.
The term "Insured Payment" means with respect to (a) any Payment
Date (1) any Deficiency Amount and (2) any
Preference Amount and (b) any other date, any Preference Amount.
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
receipt in New York, New York on a Business Day by Financial
Guaranty of a Notice from the Indenture Trustee
specifying the Deficiency Amount which 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.
If any portion or all of any amount that is insured hereunder that
was previously distributed to a holder of
Notes is recoverable and sought to be 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 such
Preference Amount by 12:00 noon (New York City time) on the second
Business Day following receipt by Financial
Guaranty on a Business Day of (w) a certified copy of the Final
Order, (x) an opinion of counsel satisfactory to
Financial Guaranty that such order is final and not subject to
appeal, (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 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 relating 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, conservator, debtor-in-possession or trustee in
bankruptcy 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
Policy 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 such amount otherwise would have been required.
Any of the documents required under clauses (w) through (z) of the
preceding paragraph that are 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. If
any notice received by Financial Guaranty is not in proper form or
is otherwise insufficient for the purpose of
making a claim under this Policy with respect to a Deficiency
Amount or a Preference Amount, as applicable, it
will be deemed not to
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