Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K 2001-Hltv1 Operative Documents 4 13K
2: EX-4.1 Servicing Agreement 597± 2.88M
3: EX-4.2 Trust Agreement 70 241K
4: EX-4.3 Indenture 124 540K
5: EX-10.1 Purchase Agreement 34 122K
6: EX-10.2 Certificate Guaranty Insurance Policy 8 33K
EX-10.2 — Certificate Guaranty Insurance Policy
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Ambac Ambac Assurance Corporation
c/o CT Corporation Systems
Certificate Guaranty Insurance Policy 44 East Mifflin Street,
Madison, Wisconsin
53703
Administrative Office:
One State Street Plaza,
New York, New York
10004
Telephone: (212) 668-0340
Insured Obligations: Policy Number:
------------------- -------------
GMACM Home Loan Trust 2001-HLTV1 AB0433BE
GMACM Home Loan-Backed Term Notes,
Series 2001-HLTV1 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 J. Kearns
-----------------------------
Authorized Representative
Effective Date: January 30, 2001
EXECUTED VERSION
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy No. AB0433BE January 30, 2001
issued to:
The Bank of New York, as Indenture Trustee on behalf of GMACM Home Loan Trust
2001-HLTV1, and for the benefit of the Holders of the GMACM Home Loan-Backed
Term Notes, Series
2001-HLTV1
For all purposes of this Policy, the following terms shall have the
following meanings:
"Agreement" shall mean the Indenture (including Appendix A thereto).
"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.
"Final Payment Date" shall mean the Payment Date in September 2026.
"First Payment Date" shall mean February 26, 2001.
"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 January 30, 2001,
between GMACM Home Loan Trust 2001-HLTV1, as Issuer, and The Bank of New York,
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 Bank of New York, 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
January 30, 2001, by and among the Insurer, GMAC Mortgage Corporation, as Seller
and Servicer, Walnut Grove Home Equity Loan Trust 2000-A, as Seller, the
Depositor, the Issuer and The Bank of New York, as Indenture Trustee.
"Insurance Draw Amount" (1) shall mean, with respect to any Payment Date
(other than the Final Payment Date), the sum of (x) the amount by which accrued
interest on the Notes at the respective Note Rates on such Payment Date
(exclusive of any Relief Act Shortfalls) exceeds the amount on deposit in the
Note Payment Account available for interest distributions on such Payment Date
1
and (y) any Liquidation Loss Amount to the extent not currently covered by a
Liquidation Loss Distribution Amount or a reduction in the Overcollateralization
Amount and (2) shall mean, with respect to the Final Payment Date, the amount by
which the Note Balance on the Notes, together with accrued interest on the Notes
at the respective Note Rates during the related Interest Period (exclusive of
any Relief Act Shortfalls) exceeds the payments otherwise available to be made
to the Holders thereof on the Final Payment Date. The Insurance Draw Amount for
any date shall be reduced by the amount of any payments made to the Trust Estate
with respect to that date from the Limited Reimbursement Agreement. Any Relief
Act 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" shall mean, with respect to any Payment Date, the
Insurance Draw Amount for such Payment Date plus any Preference Amount for such
Payment Date and shall mean, with respect to the Final Payment Date, the
Insurance Draw Amount for the Final Payment Date.
"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 rate of interest on any of the Notes 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 Final 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 Final
Payment Date pursuant to the Indenture.
"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.
"Payment Date" shall mean the 25th day of each month (or if such 25th
day is not a Business Day, the first Business Day immediately following)
beginning with the First Payment Date.
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"Preference Amount" shall mean any amount previously distributed to a
Holder that is recoverable and sought to be recovered as a voidable preference
by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with a
final nonappealable order of a court having competent jurisdiction.
"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) 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, 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) of the Indenture plus (ii)
interest on such amounts at the Late Payment Rate.
"Trustee" shall mean the Indenture Trustee.
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, other than Preference Amounts, 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 following actual 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 shall 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 or corrected Notice.
3
The Insurer shall pay any Preference Amount when due to be paid pursuant
to the Order referred to below, but in any event on the Payment Date next
following receipt on a Business Day by the Insurer of (i) a certified copy of a
final, non-appealable order of a court or other body exercising jurisdiction in
such insolvency proceeding to the effect that the Trustee or the Holder, as
applicable, is required to return such Preference Amount paid during the term of
this Policy because such payments were avoided as a preferential transfer or
otherwise rescinded or required to be restored by the Trustee or the Holder (the
"Order"), (ii) a certificate by or on behalf of the Trustee that the Order has
been entered and is not subject to any stay, (iii) an assignment, in form and
substance satisfactory to the Insurer, duly executed and delivered by the
Trustee or the Holder, irrevocably assigning to the Insurer all rights and
claims of the Trustee or the Holder relating to or arising under the Agreement
against the estate of the Trustee or otherwise with respect to such Preference
Amount and (iv) a Notice of Nonpayment (attached hereto as Exhibit A)
appropriately completed and executed by the Trustee. Such payment shall be
disbursed to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Order, and not to the Trustee or the Holder, as
applicable, directly, unless the Trustee or the Holder, as applicable, has made
a payment of the Preference Amount to the court or such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, in which case
the Insurer will pay the Trustee on behalf of the Holder, subject to the
delivery of (a) the items referred to in clauses (i), (ii), (iii) and (iv) above
to the Insurer and (b) evidence satisfactory to the Insurer that payment has
been made to such court or receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order.
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) 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 TN 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 Home Loan in any month
in which such Home 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. Notwithstanding the foregoing
sentence, if there is any conflict or inconsistency between the Policy and this
Endorsement, the terms of this Endorsement shall control.
No waiver of any rights or powers of the Insurer, the Holders or the
Trustee or consent by any of them shall be valid unless signed by an authorized
officer or agent thereof.
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).
IN WITNESS WHEREOF, the Insurer has caused this Endorsement to the
Policy to be signed by its duly authorized officers.
4
First Vice President Assistant Secretary
/s/ Michele J. Kearns /s/ Nora J. Dahlman
----------------------------- ------------------------------------
5
EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0433BE
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. AB0433BE
(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:
1. The Indenture Trustee is the Indenture Trustee under the Indenture for the
Noteholders.
2. The relevant Payment Date or Final Payment Date is [date].
3. Payment on the Notes in respect of the Payment Date is due to be received
on ______________________ under 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 $____________________.]
4. There is an Insurance Draw Amount and/or Preference 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 or Final 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.
1
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 Note 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.
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)
2
Dates Referenced Herein and Documents Incorporated by Reference
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