EXECUTION COPY
================================================================================
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
BANK ONE, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 26, 2001
GMACM Mortgage Loan Trust 2001-J2
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2001-J2
================================================================================
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS...............................................................3
Section 1.01 Definitions............................................................3
Section 1.02 Use of Words and Phrases..............................................29
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........29
Section 2.01 Conveyance of Mortgage Loans..........................................29
Section 2.02Acceptance by Trustee..................................................34
Section 2.03 Representations, Warranties and Covenants of the Servicer and the
Company ...........................................................35
Section 2.04 Representations and Warranties of the Seller..........................36
Section 2.05 Execution and Authentication of Certificates..........................37
Section 2.06 Purposes and Powers of the Trust Fund.................................37
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................37
Section 3.01 Servicer to Act as Servicer...........................................37
Section 3.02 Subservicing Agreements Between Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations......................................39
Section 3.03 Successor Subservicers................................................39
Section 3.04 Liability of the Servicer.............................................39
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders ................................................39
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......39
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account ...........................................................40
Section 3.08 Subservicing Accounts; Servicing Accounts.............................42
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans .............................................................43
Section 3.10 Permitted Withdrawals from the Custodial Account......................43
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder.44
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....45
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments....................................46
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................47
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................50
i
Section 3.16 Servicing and Other Compensation; Compensating Interest...............51
Section 3.17 Periodic Filings with the Securities and Exchange Commission; Additional
Information.................................................................51
Section 3.18 Annual Statement as to Compliance.....................................52
Section 3.19 Annual Independent Public Accountants' Servicing Report...............52
Section 3.20 Rights of the Company in Respect of the Servicer......................52
Section 3.21 Administration of Buydown Funds.......................................52
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................53
Section 4.01 Payment Account.......................................................53
Section 4.02 Distributions.........................................................53
Section 4.03 Statements to Certificateholders......................................60
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances
by the Servicer ...................................................61
Section 4.05 Allocation of Realized Losses.........................................62
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........63
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................63
ARTICLE V THE CERTIFICATES.........................................................63
Section 5.01 The Certificates......................................................63
Section 5.02 Registration of Transfer and Exchange of Certificates.................64
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................69
Section 5.04 Persons Deemed Owners.................................................69
Section 5.05 Appointment of Paying Agent...........................................70
Section 5.06 Optional Purchase of Certificates.....................................70
ARTICLE VI THE COMPANY AND THE SERVICER.............................................71
Section 6.01 Respective Liabilities of the Company and the Servicer................71
Section 6.02 Merger or Consolidation of the Company or the Servicer; Assignment
of Rights and Delegation of Duties by Servicer.....................71
Section 6.03 Limitation on Liability of the Company, the Servicer and Others.......72
Section 6.04 Company and Servicer Not to Resign....................................73
ARTICLE VII DEFAULT..................................................................73
Section 7.01 Events of Default.....................................................73
ii
Section 7.02 Trustee to Act; Appointment of Successor..............................74
Section 7.03 Notification to Certificateholders....................................76
Section 7.04 Waiver of Events of Default...........................................76
ARTICLE VIII CONCERNING THE TRUSTEE...................................................76
Section 8.01 Duties of Trustee.....................................................76
Section 8.02 Certain Matters Affecting the Trustee.................................78
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................79
Section 8.04 Trustee May Own Certificates..........................................79
Section 8.05 Servicer to Pay Trustee's Fees and Expenses; Indemnification..........79
Section 8.06 Eligibility Requirements for Trustee..................................80
Section 8.07 Resignation and Removal of the Trustee................................80
Section 8.08 Successor Trustee.....................................................81
Section 8.09 Merger or Consolidation of Trustee....................................81
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................82
Section 8.11 Appointment of Custodians.............................................82
Section 8.12 Appointment of Office or Agency.......................................83
ARTICLE IX TERMINATION..............................................................83
Section 9.01 Termination Upon Purchase by the Servicer or Liquidation of All
Mortgage Loans ....................................................83
Section 9.02 Additional Termination Requirements...................................85
ARTICLE X REMIC PROVISIONS.........................................................85
Section 10.01 REMIC Administration.................................................85
Section 10.02 Servicer, REMIC Administrator and Trustee Indemnification............88
Section 10.03 Designation of REMIC.................................................89
Section 10.04 Compliance with Withholding Requirements.............................89
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................89
Section 11.01 Amendment............................................................89
Section 11.02 Recordation of Agreement; Counterparts...............................91
Section 11.03 Limitation on Rights of Certificateholders...........................91
Section 11.04 Governing Law........................................................92
Section 11.05 Notices..............................................................92
Section 11.06 Required Notices to Rating Agency and Subservicer....................92
iii
Section 11.07 Severability of Provisions...........................................93
Section 11.08 Supplemental Provisions for Resecuritization.........................93
Section 11.09 Allocation of Voting Rights..........................................94
Section 11.10 Non Petition.........................................................94
EXHIBITS
Exhibit A-1:...Form of Class A Certificate
Exhibit A-2:...Form of Class IO Certificate
Exhibit A-3:...Form of Class PO Certificate
Exhibit B:.....Form of Class M Certificate
Exhibit C:.....Form of Class B Certificate
Exhibit D:.....Form of Class R Certificate
Exhibit E:.....Mortgage Loan Schedule
Exhibit F:.....Form of Request for Release
Exhibit G-1:...Form of Transfer Affidavit and Agreement
Exhibit G-2:...Form of Transferor Certificate
Exhibit H:.....Form of Investor Representation Letter
Exhibit I:.....Form of Transferor Representation Letter
Exhibit J:.....Form of Rule 144A Investment Representation Letter
Exhibit K:.....Form of Lender Certification for Assignment of Mortgage Loan
Exhibit L:.....Schedule of Discount Fractions
Exhibit M:.....Information to be Included in Monthly Distribution Date Statement
Exhibit N:.....Form of Initial Certification
Exhibit O:.....Form of Final Certification
iv
This is the Pooling and Servicing Agreement, dated as of April 26, 2001
(the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL ASSET
MORTGAGE PRODUCTS, INC., as the company (together with its permitted successors
and assigns, the "Company"), GMAC MORTGAGE CORPORATION, as servicer (together
with its permitted successors and assigns, the "Servicer"), and BANK ONE,
NATIONAL ASSOCIATION., a national banking association, as Trustee (together with
its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans), as a real estate mortgage investment conduit (a "REMIC") for federal
income tax purposes.
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
AGGREGATE
INITIAL
CERTIFICATE FITCH/
PASS-THROUGh PRINCIPAL MATURITY STANDARD & MINIMUM
DESIGNATION RATE BALANCE FEATURES(1) DATE POOR'S DENOMINATIONS(2)
Class A-1 6.50% $25,000,000 Senior/Fixed June 25, 2031 AAA/AAA $25,000.00
Rate
$131,378,000
Class A-2 6.75% Senior/Fixed June 25, 2031 AAA/AAA $25,000.00
Rate
$25,000,000
Class A-3 7.00% Senior/Fixed June 25, 2031 AAA/AAA $25,000.00
Rate
$12,468,000
Class A-4 6.75% Senior/Fixed June 25, 2031 AAA/AAA $25,000.00
Rate
$22,500,000
Class A-5 6.75% Senior/Lockout/ June 25, 2031 AAA/AAA $25,000.00
Fixed Rate
Class PO 0.00% $ 96,527.06
Senior/Principal June 25, 2031 AAA/AAA $25,000.00
Only
Class IO Variable $0.00(4) Senior/Interest June 25, 2031 AAA/AAA (5)
Rate(3) Only/Variable
Rate Only
Class R 6.75% $100.00 Senior/ June 25, 2031 AAA/AAA (6)
Residual/Fixed
Rate
Class M-1 6.75% $ 3,598,900 Mezzanine June 25, 2031 AA/NA $25,000.00
Class M-2 6.75% $ 1,799,000 Mezzanine June 25, 2031 A/NA $250,000.00
Class M-3 6.75% $ 1,124,400 Mezzanine June 25, 2031 BBB/NA $250,000.00
Class B-1 6.75% $ 787,100 Subordinate June 25, 2031 BB/NA $250,000.00
Class B-2 6.75% $ 562,200 Subordinate June 25, 2031 B/NA $250,000.00
Class B-3 6.75% $562,191.67 Subordinate June 25, 2031 NA/NA $250,000.00 (1) The
Certificates, other than the Class PO, Class IO, Class B and Class R
Certificates shall be Book-Entry Certificates. The Class PO, Class IO, Class B
and Class R Certificates shall be delivered to the holders thereof in physical
form.
(2) The Certificates, other than the Class IO and Class R Certificates, shall be
issuable in minimum dollar denominations as indicated above (by Certificate
Principal Balance or Notional Amount) and integral multiples of $1 (or $1,000 in
the case of the Class PO, Class B-1, Class B-2 and Class B-3 Certificates) in
excess thereof, except that one Certificate of any of the Class PO and Class
B-1, Class B-2 and Class B-3 Certificates that contain an uneven multiple of
$1,000 shall be issued in a denomination equal to the sum of the related minimum
denomination set forth above and such uneven multiple for such Class or the sum
of such denomination and an integral multiple of $1,000.
(3) With respect to the Class IO Certificates and any Distribution Date, a rate
equal to the weighted average of the Pool Strip Rate of each Non-Discount
Mortgage Loan weighted on the basis of the respective Stated Principal Balances
of such Mortgage Loans as of the day immediately preceding such Distribution
Date (or, with respect to the initial Distribution Date, at the close of
business on the Cut-off Date). The initial Pass-Through Rate for the Class IO
Certificates shall be equal to 0.61315%.
(4) The initial Notional Amount for the Class IO Certificates shall be equal to
$220,919,957.
(5) The Class IO Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest.
(6) The Class R Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest; provided, however, that one Class R will be
issuable to GMAC Mortgage Corporation as "tax matters person" pursuant to
Section 10.01(c) and (e) in a minimum denomination representing a Percentage
Interest of not less than 0.01%.
2
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $224,876,418.73.
In consideration of the mutual agreements herein contained, the Company,
the Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date,
(a) as to any Class of Certificates (other than any Class PO or Interest Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date and (b) in the case of the Interest
Only Certificates, interest accrued during the related Interest Accrual Period
at the related Pass-Through Rate on the Notional Amount thereof immediately
prior to such Distribution Date. Accrued Certificate Interest will be calculated
on the basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans prepaid
during the prior calendar month and, in the case of a Principal
Prepayment in Full, during the related Prepayment Period (to the
extent not offset by the Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were made with respect to
delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Relief Act,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding sentence that are allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Advance: As to any Mortgage Loan, any advance made by the Servicer,
pursuant to Section 4.04.
3
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Curtailments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant
to Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)), and Principal Prepayments
in Full received or made after the related Prepayment Period, and (ii) payments
which represent early receipt of scheduled payments of principal and interest
due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be, provided that if permitted by the applicable underwriting standards
of the Seller, the Appraised Value shall be the value of the Mortgaged Property
as stated by the Mortgagor.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Payment Account
Deposit Date, (iii) any amount deposited in the Payment Account on the related
Payment Account Deposit Date pursuant to the second paragraph of Section
3.12(a), (iv) any amount deposited in the Payment Account pursuant to Section
4.07, and (v) any amount that the Servicer is not permitted to withdraw from the
Custodial Account pursuant to Section 3.16(e), reduced by (b) the sum as of the
close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution and
(y) amounts permitted to be withdrawn by the Servicer from the Custodial Account
in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of
Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$107,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of
4
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary having a
Loan-to-Value Ratio at origination which exceeds 75% and
(ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment
for any Non-Primary Residence Loan remaining in the
Mortgage Pool which had an original Loan-to-Value Ratio of
80% or greater that would result if the Net Mortgage Rate
thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum,
(y) a number equal to the weighted average remaining term
to maturity, in months, of all Non-Primary Residence Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number
of all Non-Primary Residence Loans remaining in the
Mortgage Pool divided by the total number of Outstanding
Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary, and (ii) $50,000, over (2) the aggregate
amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with
Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Servicer has notified the Trustee in writing that the
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Servicer or a Subservicer, in
either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the Commonwealth of
Pennsylvania, the State of Minnesota or the State of Maryland (and such other
state or states in which the Custodial Account or the Payment Account are at the
time located) are required or authorized by law or executive order to be closed.
5
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Payment Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Servicer reasonably and in good
faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A, Class IO, Class PO, Class M, Class B or Class R
Certificate.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
6
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
Class A Certificate: Any one of the Class X-0, Xxxxx X-0, Class A-3,
Class A-4 and Class A-5 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
A-1.
Class B Certificate: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit C.
Class IO Certificate: Any one of the Certificates designated as a Class
IO Certificate, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-2.
Class M Certificate: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B.
Class PO Certificate: Any one of the Certificates designated as a Class
PO Certificate, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-3.
Class PO Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class PO Principal Distribution Amount: As defined in Section 4.02.
Class R Certificate: Any one of the Certificates designated as a Class R
Certificate, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit D.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: April 26, 2001.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
(but not in excess of the Servicing Fee for such Distribution Date) equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments in Full
during the period from the 16th day through the last day of the prior calendar
month and resulting from Curtailments during the prior calendar month.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
7
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 1 Bank Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx,
00000-0000, Attention: Corporate Trust, GMACM Mortgage Pass-Through
Certificates, Series 2001-J2.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07, into which the amounts set forth in Section
3.07 shall be deposited directly.
Custodial Agreement: An agreement that may be entered into among the
Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold
certain documents relating to the Mortgage Loans on behalf of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: April 1, 2001.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
8
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any Certificate other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 15th day
(or if such 15th day is not a Business Day, the Business Day immediately
following such 15th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as on Exhibit L attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: 6.75% per annum.
9
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Account: An account that is any of the following: (i)
maintained with a federal or state chartered depository institution the accounts
of which are insured by the FDIC (to the limits established by the FDIC) and the
short-term debt ratings and the long-term deposit ratings of which are rated in
one of the two highest rating categories by the Rating Agencies, or (ii) a trust
account or accounts maintained with a federal or state chartered depository
institution or trust company with trust powers acting in its fiduciary capacity,
or (iii) in the case of the Payment Account, a trust account or accounts
maintained in the corporate trust division of the Trustee, or (iv) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Payment Account will not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class PO Principal Distribution
Amount (determined without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and
Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
10
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive
force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Xxxxxx Xxx: Federal National Mortgage Association, or Xxxxxx Mae, a
federally chartered and privately owned corporation organized and existing under
the Federal National Mortgage Association Charter Act, or any successor thereto.
11
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch: Fitch, Inc. or its successor in interest.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the fifth anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Y) on and after the fifth anniversary of the Cut-off Date,
the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Xxxxxxx Mac: Federal Home Loan Mortgage Corporation, or Xxxxxxx Mac, a
corporate instrumentality of the United States created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
GMAC Mortgage Corporation: GMAC Mortgage Corporation, a Pennsylvania
corporation, in its capacity as seller of the Mortgage Loans to the Company, and
any successor thereto.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
12
with the Company, the Servicer or the Trustee as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Preliminary Statement hereto.
Initial Subordinate Class Percentage: Initial Subordinate Class
Percentage: With respect to each Class of Subordinate Certificates, an amount
which is equal to the initial aggregate Certificate Principal Balance of such
Class of Subordinate Certificates divided by the aggregate Stated Principal
Balance of all the Mortgage Loans as of the Cut-off Date as follows:
Class M-1: 1.60% Class B-1: 0.35%
Class M-2: 0.80% Class B-2: 0.25%
Class M-3: 0.50% Class B-3: 0.25%
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Servicer or the Trustee and
are not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Servicer would follow
in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificates: Any one of the Certificates designated as a
Class IO Certificate. The Interest Only Certificates will have no Certificate
Principal Balance.
Issuer Exemption: As defined in Section 5.02.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Servicer in connection with the taking of an entire Mortgaged Property by
exercise of the power of eminent domain or condemnation or in connection with
the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure
sale or otherwise, other than REO Proceeds.
13
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Certificates: Any one of the Certificates designated as a Class A-5
Certificate.
Lockout Percentage: With respect to any Distribution Date occurring prior
to the Distribution Date in May 2006, 0%. With respect to any Distribution Date
thereafter, the percentage indicated below:
Distribution Date Lockout Distribution Percentage
May 2006 through April 2007 30%
May 2007 through April 2008 40%
May 2008 through April 2009 60%
May 2009 through April 2010 80%
May 2010 and thereafter 100%
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: With respect to each Class of Certificates, June 25, 2031.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
14
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit E (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) loan number;
(b) state code;
(c) zip code;
(d) the Loan-to-Value Ratio;
(e) the original principal balance and date of the Mortgage Note;
(f) the first Due Date;
(g) the type of Mortgaged Property;
(h) the scheduled monthly payment in effect as of the Cut-off Date;
(i) the principal balance as of the Cut-off Date;
(j) the Mortgage Rate as of the Cut-off Date;
(k) the occupancy status;
(l) the purpose of the Mortgage Loan;
(m) the paid-through date of the Mortgage Loan;
(n) the documentation type; and
(o) the code "Y" under the column "BUYDOWN", indicating that the
Mortgage Loan is a Buydown Mortgage Loan, if applicable.
15
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, the related Mortgage Rate
minus the Servicing Fee Rate.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Servicer, will not, or,
in the case of a proposed Advance, would not, be ultimately recoverable by the
Servicer from related Late Collections, Insurance Proceeds, Liquidation
Proceeds, REO Proceeds or amounts reimbursable to the Servicer pursuant to
Section 4.02(a) hereof. The determination by the Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered
to the Company, the Trustee promptly following such determination.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of the date of determination, the Notional Amount of
the Class IO Certificates is equal to the aggregate Stated Principal Balance of
the Non-Discount Mortgage Loans immediately prior to that date.
Officer's Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and, if necessary, by the Treasurer, the
Secretary, or one of the Assistant Treasurer or Assistant Secretaries of the
Company or the Servicer, as the case may be, and delivered to the Trustee, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Servicer, who may be counsel for the Company or the Servicer,
provided that any opinion of counsel (i) referred to in the definition of
"Disqualified Organization" or (ii) relating to the qualification of the REMIC
or compliance with the REMIC Provisions must, unless otherwise specified, be an
opinion of Independent counsel.
16
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates, Class M
Certificates, Class B Certificates and Class R Certificates and any Distribution
Date, the per annum rates set forth in the Preliminary Statement hereto. With
respect to the Class IO Certificates and any Distribution Date, a rate equal to
the weighted average, expressed as a percentage, of the Pool Strip Rates of all
Non-Discount Mortgage Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such Distribution Date (or,
with respect to the initial Distribution Date, at the close of business on the
Cut-off Date). With respect to the Class IO Certificates and the initial
Distribution Date the Pass-Through Rate is equal to 0.61315% per annum. The
Class PO Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Payment Account: The separate account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "Bank One, National
Association, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates, Series
2001-J2" and which must be an Eligible Account.
Payment Account Deposit Date: As to any Distribution Date, the Business Day
prior thereto.
Percentage Interest: With respect to any Certificate (other than a Class
IO Certificate or Class R Certificate), the undivided percentage ownership
interest in the related Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial Certificate Principal Balance
thereof divided by the aggregate Initial Certificate Principal Balance of all
the Certificates of the same Class. With respect to an Interest Only Certificate
or a Class R Certificate, the interest in distributions to be made with respect
to such Class evidenced thereby, expressed as a percentage, as stated on the
face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
17
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) any mutual fund, money market fund, common trust fund or
other pooled investment vehicle, the assets of which are limited to
instruments that otherwise would constitute Permitted Investments
hereunder, including any such fund that is managed by the Trustee or any
affiliate of the Trustee or for which the Trustee or any of its
affiliates acts as an adviser; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch, and
references herein to the highest rating available on unsecured commercial paper
and short-term debt obligations shall mean A-1 in the case of Standard & Poor's,
and either A-1 by Standard & Poor's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00% per annum).
18
Prepayment Assumption: A prepayment assumption of 275% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
May 2006 (unless the Certificate Principal Balances of the Senior
Certificates (other than the Class PO Certificates) have been reduced to
zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
in the case of the Class of Subordinate Certificates then
outstanding with the Highest Priority and each other Class
of Subordinate Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of
which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances
immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate
Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 (determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of
Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be allocated among the
Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal
Balance of each Maturing Class had not been reduced to zero, plus (2)
the related Adjustment Percentage.
19
Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the preceding calendar month, an amount equal to one month's interest at
the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal Prepayment
in Full, the period commencing of the 16th day of the month prior to that
Distribution Date and ending on the 15th day of the month in which the
Distribution Date occurs.
Primary Insurance Policy: The policy, if any, of primary mortgage guaranty
insurance related to a Mortgage Loan.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
the Closing Date, between GMAC Mortgage Corporation, as seller, and the Company,
as purchaser, and all amendments thereof and supplements thereto.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02, 2.04
or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof plus the principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Mortgage Rate (or Modified Net Mortgage Rate plus
the rate per annum at which the Servicing Fee is calculated in the case of a
Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by
the Servicer) on the Stated Principal Balance thereof to the Due Date in the Due
Period related to the Distribution Date occurring in the month following the
month of purchase from the Due Date to which interest was last paid by the
Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in an Officer's Certificate delivered to the Trustee, with a copy
to the Custodian,
20
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by the Seller
in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v) comply with each representation and warranty set forth in Section
7.02 of the Purchase Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the
Deleted Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan,
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class IO Certificates; and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Standard & Poor's and Fitch with respect to the Senior
Certificates and Fitch with respect to the Class X-0, Xxxxx X-0, Class M-3,
Class B-1 and Class B-2 Certificates. If any agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Company, notice of which designation
shall be given to the Trustee and the Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated Principal
Balance of the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders up to the Due Date in the Due Period related
to the Distribution Date on which such Realized Loss will be
allocated pursuant to Section 4.05 on the Stated Principal
Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or
21
advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion thereof reimbursable to the Servicer or any
Subservicer with respect to related Advances or expenses as to
which the Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed,
(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) any
such amount with respect to a Monthly Payment that was or would
have been due in the month immediately following the month in
which a Principal Prepayment or the Purchase Price of such
Mortgage Loan is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Servicer has
notified the Trustee in writing that the Servicer is diligently pursuing any
remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage
Loan is not in default with regard to payments due thereunder or (B) delinquent
payments of principal and interest under the related Mortgage Loan and any
premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage Loan are being advanced on a current
basis by the Servicer or a Subservicer, in either case without giving effect to
any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that
is not collectible from the Mortgagor pursuant to the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: The Trustee; provided that if the REMIC
Administrator is found by a court of competent jurisdiction to no longer be able
to fulfill its obligations as REMIC Administrator under this Agreement the
Servicer or Trustee acting as Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator obligations
under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
22
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
Remittance Report: As defined in Section 4.04(a).
REO Acquisition: The acquisition by the Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Servicer
that it has received all Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and other payments and recoveries (including proceeds of a final sale) which the
Servicer expects to be finally recoverable from the sale or other disposition of
the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit F hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement or the related Subservicing Agreement in respect of such Mortgage
Loan.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Office of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit L.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, GMAC Mortgage Corporation.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date, 100%.
With respect to any Distribution Date thereafter, as follows:
23
(i) for any Distribution Date after the 60th Distribution Date
but on or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date
but on or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv)for any Distribution Date after the 96th Distribution Date
but on or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage
for such Distribution Date; provided, however,
(i) that any scheduled reduction to the Senior Accelerated Distribution
Percentage described above shall not occur as of any Distribution Date if either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is more than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged
over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans
to date for such Distribution Date if occurring during the sixth,
seventh, eighth, ninth or tenth year (or any year thereafter) after the
Closing Date are more than 30%, 35%, 40%, 45% or 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the Subordinate
Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, exceed 4% and (2)
Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are more than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Senior Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class PO
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: Any one of the Class A, Class IO, Class PO or Class
R Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A and Exhibit D
respectively.
24
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
PO Certificates) immediately prior to such Distribution Date and the denominator
of which is the aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i), Section 4.02(a)(ii)(X), Section 4.02(b)(ii), and the amount of the
Insurance Premium; or, after the Credit Support Depletion Date, the amount
required to be distributed to the Class PO Certificateholders pursuant to
Section 4.02(d), Section 4.02(b)(ii), and the amount of the Insurance Premium;
and (b) the sum of the amounts required to be distributed to the Senior
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y),
(xvi) and (xviii).
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property or, with respect to a
Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or
judicial proceedings, including foreclosures, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan being
registered on the MERS System, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Sections 3.01, 3.08,
3.12(a) and 3.14, including, if the Servicer or any Affiliate of the Servicer
provides services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, reasonable
compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Servicer in respect of servicing compensation
that accrues at the Servicing Fee Rate.
Servicing Fee Rate: 0.25% per annum.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Servicer, default is reasonably foreseeable,
pursuant to a modification of such Mortgage Loan in accordance with Section
3.07(a).
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,044,724.60 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
25
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 39.95% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
The Special Hazard Amount may be further reduced by the Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Servicer as
recoveries of principal in accordance with Section 3.14 with respect to such
Mortgage Loan or REO Property, in each case which were distributed pursuant to
Section 4.02 on any previous Distribution Date, and (c) any Realized Loss
allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
26
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Subordinate Percentage: As of any Distribution Date, 100% minus the related
Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) to the extent not payable
to the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and Curtailments
received in the preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments with respect to
a Discount Mortgage Loan) to the extent not payable to the Senior Certificates;
(iv) if such Class is the Class of Subordinate Certificates with the Highest
Priority, any Excess Subordinate Principal Amount for such Distribution Date;
and (v) any amounts described in clauses (i), (ii) and (iii) as determined for
any previous Distribution Date, that remain undistributed to the extent that
such amounts are not attributable to Realized Losses which have been allocated
to a Class of Subordinate Certificates minus (b) with respect to the Class of
Subordinate Certificates with the Lowest Priority, any Excess Subordinate
Principal Amount for such Distribution Date; provided, however, that the
Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Servicer has entered into a
Subservicing Agreement.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Servicer and any
Subservicer relating to servicing and administration of certain Mortgage Loans
as provided in Section 3.02.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer, if any.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
27
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is made pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Payment Account and identified as
belonging to the Trust Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, and
(v) all proceeds of clauses (i) through (iv) above.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: (i) A citizen or resident of the United States,
(ii) a corporation, partnership or other entity treated as a corporation or
partnership for United States federal income tax purposes organized in or under
the laws of the United States or any state thereof or the District of Columbia
(unless, in the case of a partnership, Treasury regulations provide otherwise),
provided that, for purposes solely of the restrictions on the transfer of
residual interests, no partnership or other entity treated as a partnership for
United States federal income tax purposes shall be treated as a United States
Person unless all persons that own an interest in such partnership either
directly or indirectly through any chain of entities no one of which is a
corporation for United States federal income tax purposes are required by the
applicable operating agreement to be United States Persons, (iii) an estate the
income of which is includible in gross income for United States tax purposes,
regardless of its source, or (iv) a trust if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more United States persons have authority to control all substantial
decisions of the trust. Notwithstanding the preceding sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996, and treated as United States persons prior to such date, that elect to
continue to be treated as United States persons will also be a United States
Person.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, as designated in Section 11.09.
28
Section 1.02. Use of Words and Phrases.
"Herein," "hereby," "hereunder," `hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee for the benefit of the Certificateholders without
recourse all the right, title and interest of the Company in and to the Mortgage
Loans, including all interest and principal received on or with respect to the
Mortgage Loans after the Cut-off Date (other than payments of principal and
interest due on the Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section 2.01(c)
and subject to Section 2.01(d) below, the Company does hereby deliver to, and
deposit with, the Trustee, or to and with one or more Custodians, as the duly
appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse in blank, or in the
name of the Trustee as trustee, and signed by an authorized officer (which
endorsement shall contain either an original signature or a facsimile
signature of an authorized officer of the Seller, and if in the form of an
allonge, the allonge shall be stapled to the Mortgage Note), with all
intervening endorsements showing a complete chain of title from the
originator to the Seller or with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the Seller stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note, if available. If the Mortgage Loan was acquired by
the endorser in a merger, the endorsement must be by "____________,
successor by merger to [name of predecessor]". If the Mortgage Loan was
acquired or originated by the endorser while doing business under another
name, the endorsement must be by "____________ formerly known as [previous
name]";
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan,
if the Mortgage is registered on the MERS(R) System, and language
indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a
MOM Loan, with evidence of recording indicated thereon or a copy of the
Mortgage certified by the public recording office in which such Mortgage
has been recorded;
(iii)The original of any guarantee executed in connection with the Mortgage
Note, if applicable;
(iv) Any rider or the original of any modification agreement executed in
connection with the related Mortgage Note or Mortgage, with evidence of
recording if required by applicable law;
(v) Unless the Mortgage Loan is registered on the MERS(R)System, an original
Assignment or Assignments of the Mortgage (which may be included in a
blanket assignment or assignments) from the Seller to "Bank One, National
29
Association, as Trustee under that certain Pooling and Servicing Agreement
dated as of April 26, 2001, for GMACM Mortgage Pass-Through Certificates,
Series 2001-J2" c/o the Servicer at an address specified by the Servicer,
and signed by an authorized officer, which assignment shall be in form and
substance acceptable for recording. If the Mortgage Loan was acquired by
the assignor in a merger, the assignment must be by "___________ ,
successor by merger to [name of predecessor]". If the Mortgage Loan was
acquired or originated by the assignor while doing business under another
name, the assignment must be by " formerly known as [previous name]";
(vi) Originals of all intervening assignments of mortgage, which together with
the Mortgage shows a complete chain of title from the originator to the
Seller (or to MERS, if the Mortgage Loan is registered on the MERS(R)
System, and which notes the presence of a MIN), with evidence of recording
thereon;
(vii)The original mortgagee policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, (i) a
written commitment or interim binder for title issued by the title
insurance or escrow company dated as of the date the Mortgage Loan was
funded, with a statement by the title insurance company or closing attorney
that the priority of the lien of the related Mortgage during the period
between the date of the funding of the related Mortgage Loan and the date
of the related title policy (which title policy shall be dated the date of
recording of the related Mortgage) is insured, (ii) a preliminary title
report issued by a title insurer in anticipation of issuing a title
insurance policy which evidences existing liens and gives a preliminary
opinion as to the absence of any encumbrance on title to the Mortgaged
Property, except liens to be removed on or before purchase by the Mortgagor
or which constitute customary exceptions acceptable to lenders generally or
(iii) other evidence of title insurance acceptable to Xxxxxx Xxx or Xxxxxxx
Mac, in accordance with the Xxxxxx Mae Seller/Servicer Guide or Xxxxxxx Mac
Seller/Servicer Guide, respectively;
(viii) A certified true copy of any power of attorney, if applicable; and
(ix) Originals of any security agreement, chattel mortgage or the
equivalent executed in connection with the Mortgage, if any.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Seller;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from
such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or other
similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
30
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative
Loan; and
(x) An executed UCC-1 financing statement showing the Seller as
debtor, the Company as secured party and the Trustee as assignee
and an executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form
sufficient for filing, evidencing the interest of such debtors in
the Cooperative Loans.
(c) In the event that in connection with any Mortgage Loan the Company cannot
deliver (a) the original recorded Mortgage (or evidence of submission to the
recording office), (b) all interim recorded assignments, (c) the original
recorded modification agreement, if required, or (d) the original lender's title
insurance policy (together with all riders thereto) satisfying the requirements
of clause (b)(I)(ii), (iv), (vi) or (vii) above, respectively, concurrently with
the execution and delivery hereof because such document or documents have not
been returned from the applicable public recording office in the case of clause
(b)(I)(ii), (iv) or (vi) above, or because the title policy has not been
delivered to the Seller by the title insurer in the case of clause (b)(I)(vii)
above, the Company shall request the Seller to use its best efforts to deliver
to the Custodian, if any, or the Trustee, in the case of clause (b)(I)(ii), (iv)
or (vi) above, such original Mortgage, such interim assignment, or such
modification agreement, with evidence of recording indicated thereon upon
receipt thereof from the public recording office, or a copy thereof, certified,
if appropriate, by the relevant recording office, but in no event shall any such
delivery of the original Mortgage and each such interim assignment or
modification agreement or a copy thereof, certified, if appropriate, by the
relevant recording office, or the original lender's title policy be made later
than one (1) year following the Closing Date; provided, however, in the event
the Company is unable to deliver by such dates each Mortgage and each such
interim assignment or modification agreement by reason of the fact that any such
documents have not been returned by the appropriate recording office, or, in the
case of each such interim assignment or modification agreement, because the
related Mortgage has not been returned by the appropriate recording office, the
Company shall request the Seller to deliver such documents to the Custodian, if
any, or the Trustee as promptly as possible upon receipt thereof and, in any
event, within 540 days following the Closing Date. In lieu of the Mortgage Notes
relating to the Mortgage Loans, each as identified in the list delivered by the
Seller to the Trustee or Custodian on the Closing Date, the Seller may deliver a
lost note affidavit from the Seller stating that the original Mortgage Note was
lost, misplaced or destroyed, and, if available, a copy of each original
Mortgage Note; provided, however, that in the case of Mortgage Loans which have
been prepaid in full after the Cut-off Date and prior to the Closing Date, the
Seller, in lieu of delivering the above documents, may deliver to the Custodian,
if any, or the Trustee a certification to such effect and shall deposit all
amounts paid in respect of such Mortgage Loan in the Payment Account on the
Closing Date.
In connection with any Mortgage Loan, if the Company cannot deliver the
Mortgage, any assignment, modification, assumption agreement or preferred loan
31
agreement (or copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the
Custodian, if any, or the Trustee a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
(d) The Servicer shall forward or cause to be forwarded to the Custodian, if
any, or the Trustee (a) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (b) any other
documents required to be delivered by the Seller.
All original documents relating to the Mortgage Loans which are not
delivered to the Custodian, if any, or the Trustee are and shall be held by the
Servicer in trust as agent for the Trustee on behalf of the Certificateholders.
Except as may otherwise expressly be provided herein, none of the
Seller, the Servicer or the Trustee shall assign, sell, dispose of or transfer
any interest in the Trust Fund or any portion thereof, or permit the Trust Fund
or any portion thereof to be subject to any lien, claim, mortgage, security
interest, pledge or other encumbrance of, any other Person.
The Seller shall cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clause (II)(vii) and (x), respectively, of
Section 2.01(b). If any Form UCC-3 or Form UCC-1, as applicable, is lost or
returned unfiled to the Servicer because of any defect therein, the Servicer
shall prepare a substitute Form UCC-3 or Form UCC-1, as applicable, or cure such
defect, and cause such Form UCC-3 or Form UCC-1, as applicable, to be filed in
accordance with this paragraph. The Servicer shall promptly deliver or cause to
be delivered to the Trustee or the respective Custodian such Form UCC-3 or Form
UCC-1, as applicable, (or copy thereof certified by the public filing office)
with evidence of filing indicated thereon upon receipt thereof from the public
filing office, but in no event shall such Form UCC-3, Form UCC-1 or a Form UCC-1
required to be delivered pursuant to clause (II)(vi) of Section 2.01(b) be
delivered to the Custodian, if any, or the Trustee, later than 540 days
following the Closing Date. In connection with its servicing of Cooperative
Loans, the Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Servicer further agrees that it will cause, at the
Servicer's own expense, on or prior to the Closing Date, the MERS(R) System to
indicate that such Mortgage Loans have been assigned by the Servicer to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Servicer agrees that it will not alter the codes referenced
in this paragraph with respect to any Mortgage Loan during the term of this
Agreement unless and until such Mortgage Loan is repurchased in accordance with
the terms of this Agreement, and any financing statement or amendment thereof
necessary to comply with any change in the New York Uniform Commercial Code or
the Uniform Commercial Code of any applicable jurisdiction.
(e) [Reserved].
32
(f) It is intended that the conveyance by the Company to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 be construed as a sale by
the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, if the Mortgage Loans are held
to be property of the Company or of GMAC Mortgage Corporation, or if for any
reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to
be, and hereby is, (1) a grant by the Company to the Trustee of a security
interest in all of the Company's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
any and all general intangibles, accounts, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever
kind or description now existing or hereafter acquired consisting of, arising
from or relating to any of the following: (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and
Cooperative Lease, (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the Payment
Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property and (2) an assignment by the Company to the Trustee
of any security interest in any and all of GMAC Mortgage Corporation's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to the property described in the foregoing
clauses (1)(A), (B) and (C) granted by GMAC Mortgage Corporation to the Company
pursuant to the Purchase Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money, negotiable documents, goods,
letters of credit, advices of credit, investment property, certificated
securities or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the
Pennsylvania Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction (including, without limitation, Sections 8-106,
9-305 and 9-115 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law.
The Company and, at the Company's direction, GMAC Mortgage Corporation
and the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be determined to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage, as evidenced by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y) such other statements as
may be occasioned by (1) any change of name of GMAC Mortgage Corporation, the
33
Company or the Trustee (such preparation and filing shall be at the expense of
the Trustee, if occasioned by a change in the Trustee's name), (2) any change of
corporate status, location of the place of business or the chief executive
office of GMAC Mortgage Corporation or the Company and (3) any transfer of any
interest of GMAC Mortgage Corporation or the Company in any Mortgage Loan. The
Company shall file or cause to be filed the original filing necessary under the
Uniform Commercial Code to perfect the Trustee's security interest in or lien on
the Mortgages.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges that the Custodian, acting on behalf of the
Trustee, has received (subject to any exceptions noted in the initial
certification described below), the documents referred to in Section 2.01 and
that the Trustee has received all other assets included in the definition of
"Trust Fund" and declares that it holds or will hold the assets included in the
definition of "Trust Fund" (to the extent delivered or assigned to the Trustee),
in trust for the exclusive use and benefit of all present and future
Certificateholders.
The Trustee agrees, for the benefit of the Certificateholders, to cause
the Custodian to review each Mortgage File on or before the Closing Date to
verify that such Mortgage File includes a Mortgage Note and to execute and
deliver, or cause to be executed and delivered, to the Seller, the Trustee, the
Servicer an initial certification substantially in the form annexed hereto as
Exhibit N. Pursuant to the Custodial Agreement, in conducting such review, the
Custodian is required to ascertain whether all required documents have been
executed and received, and whether those documents relate, determined on the
basis of the Mortgagor name, original principal balance and loan number, to the
Mortgage loans it has received. Neither the Custodian nor the Trustee shall be
under any duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded, or are in recordable form or that they are other
than what they purport to be on their face.
Within 180 days of the Closing Date the Trustee will cause the Custodian
to review, for the benefit of the Certificateholders, the Mortgage Files
delivered to it and will execute and deliver to the Seller, the Trustee and the
Servicer a final certification substantially in the form annexed hereto as
Exhibit O.
If, in the process of reviewing the Mortgage Files and preparing the
certifications referred to above, the Custodian finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Custodian is required pursuant to the Custodial Agreement,
to notify the Trustee, the Company and the Seller, and the Trustee shall request
that the Seller cure any such defect within 90 days from the date on which the
Seller was notified of such defect, and if the Seller does not cure such defect
in all material respects during such period, the Trustee shall request on behalf
of the Certificateholders that the Seller either (i) substitute for such
Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.04, or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price within 90 days after the date on which the Seller was notified of such
defect; provided that if such defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any
such cure, substitution or repurchase must occur within 90 days from the date
such breach was discovered. It is understood and agreed that the obligation of
the Seller to cure a material defect in, or substitute for, or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of
Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be
deposited or caused to be deposited upon receipt by the Trustee in the Payment
Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt
by the Trustee of written notification of such deposit signed by a Servicing
Officer, the Trustee shall release or cause to be released to the Seller the
related Mortgage File and shall execute and deliver such instruments of transfer
or assignment, in each case without recourse, as the Seller shall require as
necessary to vest in the Seller ownership of any Mortgage Loan released pursuant
hereto and at such time the Trustee shall have no further responsibility with
respect to the related Mortgage File.
34
In furtherance of the foregoing, if the Subservicer or Seller that
repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Servicer, at its own expense and without
any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Seller and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations.
Section 2.03. Representations, Warranties and Covenants of the Servicer and the
Company.
The Servicer hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that:
(i) The Servicer is a corporation duly organized, validly existing
and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each
state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Servicer and
its performance and compliance with the terms of this Agreement
will not violate the Servicer's Certificate of Incorporation or
Bylaws or constitute a material default (or an event which, with
notice or lapse of time, or, would constitute a material default)
under, or result in the material breach of, any material
contract, agreement or other instrument to which the Servicer is
a party or which may be applicable to the Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid,
legal and binding obligation of the Servicer, enforceable against
it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(iv) The Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely
affect the condition (financial or other) or operations of the
Servicer or its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened against the Servicer which would prohibit
its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer, statement furnished in
writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Servicer will, to the knowledge of
the Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(viii) The Servicer is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of
MERS in connection with the servicing of the Mortgage Loans that
are registered with MERS.
35
It is understood and agreed that the representations and warranties set forth in
this Section 2.03 shall survive delivery of the respective Mortgage Files to the
Custodian, if any, or the Trustee.
Section 2.04. Representations and Warranties of the Seller.
The Company hereby assigns to the Trustee for the benefit of
Certificateholders all of its right, title and interest in respect of the
Purchase Agreement insofar as the Purchase Agreement relates to the
representations and warranties made by the Seller in respect of such Mortgage
Loan and any remedies provided thereunder for any breach of such representations
and warranties, such right, title and interest may be enforced by the Servicer
on behalf of the Trustee and the Certificateholders. Upon the discovery by the
Company, the Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties made in the Purchase Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Purchase Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Servicer shall promptly notify the
Seller of such breach and request that the Seller either (i) cure such breach in
all material respects within 90 days from the date the Servicer was notified of
such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that in the
case of a breach under the Purchase Agreement the Seller shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years following the Closing Date;
provided that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date the
breach was discovered. In the event that the Seller elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, the Seller shall deliver to the Trustee for the benefit of
the Certificateholders with respect to such Qualified Substitute Mortgage Loan
or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form if required pursuant to Section 2.01, and such other
documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Servicer and
remitted by the Servicer to the Seller on the next succeeding Distribution Date.
For the month of substitution, distributions to the Certificateholders will
include the Monthly Payment due on a Deleted Mortgage Loan for such month and
thereafter the Seller shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Qualified Substitute Mortgage Loan or Loans and the
Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount
Fractions, to the Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this Agreement and the
related Subservicing Agreement in all respects, the Seller shall be deemed to
have made the representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in the Purchase Agreement as of the date of
substitution.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). The Servicer shall deposit the
36
amount of such shortfall received for the Seller into the Custodial Account on
the day of substitution. The Servicer shall give notice in writing to the
Trustee of such event, which notice shall be accompanied by an Officer's
Certificate as to the calculation of such shortfall and (subject to Section
10.01(f)) by an Opinion of Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of the REMIC to fail to
qualify as such at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller to cure
such breach or purchase (or to substitute for) such Mortgage Loan as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of Certificateholders. In connection with the purchase of or substitution
for any such Mortgage Loan by the Seller, the Trustee shall assign to the Seller
all of the right, title and interest in respect of the Purchase Agreement
applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to the Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund and/or the REMIC, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company executed by an officer
of the Company has executed and caused to be authenticated and delivered to or
upon the order of the Company the Certificates in authorized denominations which
evidence ownership of the entire Trust Fund.
Section 2.06. Purposes and Powers of the Trust Fund.
The purpose of the trust, as created hereunder, is to engage in the
following activities:
(a) to sell the Certificates to the Company in exchange for the
Mortgage Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto
or connected therewith; and
(d) subject to compliance with this Agreement, to engage in such
other activities as may be required in connection with
conservation of the Trust Fund and the making of distributions to
the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities.
The trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement
while any Certificate is outstanding without the consent of the
Certificateholders evidencing a majority of the aggregate Voting Rights of the
Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Servicer to Act as Servicer.
(a) The Servicer shall service and administer the Mortgage Loans in accordance
with the terms of this Agreement and the respective Mortgage Loans, shall follow
such practices and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general mortgage servicing activities, and
shall have full power and authority, acting alone or through Subservicers as
37
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Servicer in its own name or in the
name of a Subservicer is hereby authorized and empowered by the Trustee when the
Servicer or the Subservicer, as the case may be, believes it appropriate in its
best judgment, to execute and deliver, on behalf of the Certificateholders and
the Trustee or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of consent to
assumption or modification in connection with a proposed conveyance, or of
assignment of any Mortgage and Mortgage Note in connection with the repurchase
of a Mortgage Loan and all other comparable instruments, or with respect to the
modification or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain, the
taking of a deed in lieu of foreclosure, the commencement, prosecution or
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related Insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Servicer further is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of the Subservicer, when the Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment to register any
Mortgage Loan on the MERS(R) System, or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the Servicer
in accordance with Section 3.16(c), with no right of reimbursement; provided,
that if, as a result of MERS discontinuing or becoming unable to continue
operations in connection with the MERS System, it becomes necessary to remove
any Mortgage Loan from registration on the MERS System and to arrange for the
assignment of the related Mortgages to the Trustee, then any related expenses
shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a), the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause the
REMIC formed under this Agreement to fail to qualify as a REMIC under the Code.
Upon request, the Trustee shall furnish the Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans. The Trustee shall not be liable for any
action taken by the Servicer or any Subservicer pursuant to such powers of
attorney. In connection with servicing and administering the Mortgage Loans, the
Servicer and any Affiliate of the Servicer (i) may perform services such as
appraisals and brokerage services that are not customarily provided by servicers
of mortgage loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Servicer or by Subservicers in effecting the
timely payment of taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit,
and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Servicer may enter into one or more agreements in connection with the
offering of pass-through certificates evidencing interests in one or more of the
Certificates providing for the payment by the Servicer of amounts received by
the Servicer as servicing compensation hereunder and required to cover certain
Prepayment Interest Shortfalls on the Mortgage Loans, which payment obligation
will thereafter be an obligation of the Servicer hereunder.
38
Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.
The Servicer may enter into Subservicing Agreements with Subservicers,
for the servicing and administration of all or some of the Mortgage Loans. Each
Subservicer of a Mortgage Loan shall be entitled to receive and retain, as
provided in the related Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such Mortgage Loan after
payment of all amounts required to be remitted to the Servicer in respect of
such Mortgage Loan. Any Subservicing Fee shall be paid by the Servicer out of
the Servicing Fee for the related Mortgage Loans. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Servicer in servicing the Mortgage Loans include actions taken or to be taken by
a Subservicer on behalf of the Servicer.
Section 3.03. Successor Subservicers.
The Servicer shall be entitled to terminate any Subservicing Agreement
that may exist in accordance with the terms and conditions of such Subservicing
Agreement and without any limitation by virtue of this Agreement; provided,
however, that in the event of termination of any Subservicing Agreement by the
Servicer or the Subservicer, the Servicer shall either act as servicer of the
related Mortgage Loan or enter into a Subservicing Agreement with a successor
Subservicer which will be bound by the terms of the related Subservicing
Agreement.
Section 3.04. Liability of the Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Servicer or a
Subservicer or reference to actions taken through a Subservicer or otherwise,
the Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement with a Subservicer or Seller for
indemnification of the Servicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) If the Servicer shall for any reason no longer be the servicer (including by
reason of an Event of Default), the Trustee, its designee or its successor shall
thereupon assume all of the rights and obligations of the Servicer under each
Subservicing Agreement that may have been entered into. The Trustee, its
designee or the successor servicer for the Trustee shall be deemed to have
assumed all of the Servicer's interest therein and to have replaced the Servicer
as a party to the Subservicing Agreement to the same extent as if the
39
Subservicing Agreement had been assigned to the assuming party except that the
Servicer shall not thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Servicer shall, upon request of the Trustee but at the expense of the
Servicer, deliver to the assuming party all documents and records relating to
each Subservicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each Subservicing
Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Servicer shall make reasonable efforts to collect all payments called
for under the terms and provisions of the Mortgage Loans, and shall, to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment and which are
normal and usual in its general mortgage servicing activities. Consistent with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or any prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Note for a period not greater than 180 days; provided, however, that
the Servicer shall first determine that any such waiver or extension will not
impair the coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. In the event of any such
arrangement, the Servicer shall make timely advances on the related Mortgage
Loan during the scheduled period in accordance with the amortization schedule of
such Mortgage Loan without modification thereof by reason of such arrangements
unless otherwise agreed to by the Holders of the Classes of Certificates
affected thereby; provided, however, that no such extension shall be made if any
such advance would be a Nonrecoverable Advance. Consistent with the terms of
this Agreement, the Servicer may also waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of strict compliance with any such
term or in any manner grant indulgence to any Mortgagor if in the Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, that the Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable; and provided, further, that no such modification shall reduce the
interest rate on a Mortgage Loan below the sum of the Pool Strip Rate and the
Servicing Fee Rate. In connection with any Curtailment of a Mortgage Loan, the
Servicer, to the extent not inconsistent with the terms of the Mortgage Note and
local law and practice, may permit the Mortgage Loan to be reamortized such that
the Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Balance thereof by the original Maturity Date based
on the original Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes, except if such reissuance is described in Treasury
Regulation Section 1.860G-2(b)(3). The Servicer shall not be required to
institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note or otherwise or against any public or
governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts
held in trust, entitled "GMAC Mortgage Corporation Custodial Account in trust
for the benefit of the Holders of GMACM Mortgage Pass-Through Certificates,
40
Series 2001-J2." Each Custodial Account shall be an Eligible Account. The
Custodial Account shall be maintained as a segregated account, separate and
apart from trust funds created for mortgage pass-through certificates of other
series, and the other accounts of the Servicer.
Within two Business Days of receipt, except as otherwise specifically
provided herein, the Servicer shall deposit or cause to be deposited the
following payments and collections remitted by subservicers or received by it in
respect of the Mortgage Loans subsequent to the Cut-off Date (other than in
respect of principal and interest due on such Mortgage Loans on or before the
Cut-off Date) and the following amounts required to be deposited hereunder:
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the
principal component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO Property for which an
REO Disposition has occurred;
(ii) All payments on account of interest at the Net Mortgage Rate on the
Mortgage Loans, and the interest component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property for which an
REO Disposition has occurred, minus the amount of any interest paid by a
Mortgagor in connection with a Principal Prepayment in Full for the
calendar month in which such Principal Prepayment is to be distributed
pursuant to Section 4.02;
(iii)Insurance Proceeds and Liquidation Proceeds (net of any related expenses
of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.04
or 4.07 and all amounts required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to Section
2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c); and
(vi) All amounts transferred from the Payment Account to the Custodial Account
in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Servicer in the Custodial Account. In the event
any amount not required to be deposited in the Custodial Account is so
deposited, the Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The Servicer
shall maintain records with respect to all deposits made pursuant to this
Section. All funds deposited in the Custodial Account shall be held in trust for
the Certificateholders until withdrawn in accordance with Section 3.10.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Servicer may elect to
treat such amounts as included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated to do so. If the
Servicer so elects, such amounts will be deemed to have been received (and any
related Realized Loss shall be deemed to have occurred) on the last day of the
month prior to the receipt thereof.
41
(c) The Servicer shall use its best efforts to cause the institution maintaining
the Custodial Account to invest the funds in the Custodial Account attributable
to the Mortgage Loans in Permitted Investments which shall mature not later than
the Payment Account Deposit Date next following the date of such investment
(with the exception of the Amount Held for Future Distribution) and which shall
not be sold or disposed of prior to their maturities. All income and gain
realized from any such investment shall be for the benefit of the Servicer as
additional servicing compensation and shall be subject to its withdrawal or
order from time to time. The amount of any losses incurred in respect of any
such investments attributable to the investment of amounts in respect of the
Mortgage Loans shall be deposited in the Custodial Account by the Servicer out
of its own funds immediately as realized without any right of reimbursement.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Servicer shall cause the Subservicer, pursuant to
the Subservicing Agreement, to establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such account is not an
Eligible Account, shall be acceptable to the Servicer and each Rating Agency.
The Subservicer will be required thereby to deposit into the Subservicing
Account on a daily basis all proceeds of Mortgage Loans received by the
Subservicer, less its Subservicing Fees and unreimbursed advances and expenses,
to the extent permitted by the Subservicing Agreement. If the Subservicing
Account is not an Eligible Account, the Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The Subservicer
shall not be required to deposit in the Subservicing Account payments or
collections in the nature of prepayment charges or late charges or assumption
fees. On or before each Determination Date, the Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Servicer
for deposit in the Custodial Account all funds held in the Subservicing Account
with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Servicer.
(b) In addition to the Custodial Account and the Payment Account, the Servicer
shall for any Nonsubserviced Mortgage Loan, and shall cause the Subservicers for
Subserviced Mortgage Loans to, establish and maintain one or more Servicing
Accounts and deposit and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the payment of taxes, assessments, hazard
insurance premiums, Primary Insurance Policy premiums, if applicable, or
comparable items for the account of the Mortgagors. Each Servicing Account shall
be hold in trust, entitled "GMAC Mortgage Corporation Servicing Account in trust
for the benefit of the of the Holders of GMACM Mortgage Pass-Through
Certificates, Series 2001-J2." Withdrawals of amounts related to the Mortgage
Loans from the Servicing Accounts may be made only to effect timely payment of
taxes, assessments, hazard insurance premiums, Primary Insurance Policy
premiums, if applicable, or comparable items, to reimburse the Servicer or
Subservicer out of related collections for any payments made pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a) (with
respect to hazard insurance), to refund to any Mortgagors any sums as may be
determined to be overages, to pay interest, if required, to Mortgagors on
balances in the Servicing Account or to clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing duties, the Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(c) The Servicer shall advance the payments referred to in the preceding
subsection that are not timely paid by the Mortgagors or advanced by the
Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Servicer shall be required so to advance
only to the extent that such advances, in the good faith judgment of the
Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise.
42
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Servicer shall provide, or cause the Subservicers to provide,
to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory
agents and examiners thereof access to the documentation regarding the Mortgage
Loans required by applicable regulations of the Office of Thrift Supervision,
such access being afforded without charge but only upon reasonable request and
during normal business hours at the offices designated by the Servicer. The
Servicer shall permit such representatives to photocopy any such documentation
and shall provide equipment for that purpose at a charge reasonably
approximating the cost of such photocopying to the Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Servicer may, from time to time as provided herein, make withdrawals
from the Custodial Account of amounts on deposit therein pursuant to Section
3.07 that are attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Payment Account in the amounts and in the manner
provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed
advances or expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11,
3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of
this Agreement, such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of
a Mortgage Loan pursuant to Section 2.02, 2.04 or 4.07) which represent (A)
Late Collections of Monthly Payments for which any such advance was made in
the case of Subservicer Advances or Advances pursuant to Section 4.04 and
(B) recoveries of amounts in respect of which such advances were made in
the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if not previously retained by
such Subservicer) out of each payment received by the Servicer on account
of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16,
an amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the Subservicing Fee,
if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on
the amount specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the period
respecting which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or
investment income earned on funds and other property deposited in or
credited to the Custodial Account that it is entitled to withdraw pursuant
to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure
Profits, and any amounts remitted by Subservicers or received from
Mortgagors as interest in respect of Curtailments;
(vi) to pay the Seller, with respect to each Mortgage Loan or property acquired
in respect thereof that has been purchased or otherwise transferred
pursuant to Section 2.02, 2.04, 4.07 or 9.01, all amounts received thereon
and not required to be distributed to the Certificateholders as of the date
on which the related Stated Principal Balance or Purchase Price is
determined;
43
(vii)to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in subsection
(c) below, any Advance made in connection with a modification of a Mortgage
Loan that is in default or, in the judgment of the Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent the
amount of the Advance has been added to the outstanding principal balance
of the Mortgage Loan, or any Advance reimbursable to the Servicer pursuant
to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11, 3.13,
3.14(c), 6.03, 10.01 or otherwise;
(ix) to reimburse itself for Servicing Advances expended by it (a) pursuant to
Section 3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the liquidation
of a Mortgage Loan or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v)
and (vi), the Servicer's entitlement thereto is limited to collections or other
recoveries on the related Mortgage Loan, the Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
of justifying any withdrawal from the Custodial Account pursuant to such
clauses.
(c) The Servicer shall be entitled to reimburse itself or the related
Subservicer for any Advance made in respect of a Mortgage Loan that the Servicer
determines to be a Nonrecoverable Advance by withdrawal from the Custodial
Account of amounts on deposit therein attributable to the Mortgage Loans on any
Payment Account Deposit Date succeeding the date of such determination. Such
right of reimbursement in respect of a Nonrecoverable Advance on any such
Payment Account Deposit Date shall be limited to an amount not exceeding the
portion of such Advance previously paid to Certificateholders (and not
theretofore reimbursed to the Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Servicer shall not take, or permit any Subservicer to take, any action
which would result in non-coverage under any applicable Primary Insurance Policy
of any loss which, but for the actions of the Servicer or Subservicer, would
have been covered thereunder. To the extent coverage is available, the Servicer
shall keep or cause to be kept in full force and effect a Primary Insurance
Policy in the case of each Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%, until the principal balance of the related
Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the
appraised value based on the most recent appraisal of the Mortgaged Property
performed by a qualified appraiser, such appraisal to be included in the related
servicing file. The Servicer shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or
consent to any Subservicer canceling or refusing to renew any such Primary
Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in
effect at the date of the initial issuance of the Certificates and is required
to be kept in force hereunder unless the replacement Primary Insurance Policy
for such canceled or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than the lower of
the then-current rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency. In connection with any assumption or
substitution agreement entered into or to be entered into pursuant to Section
3.13, the Servicer shall promptly notify the insurer under the related Primary
Insurance Policy, if any, of such assumption or substitution of liability in
accordance with the terms of such policy and shall take all actions which may be
required by such insurer as a condition to the continuation of coverage under
the Primary Insurance Policy. If such Primary Insurance Policy is terminated as
44
a result of such assumption or substitution of liability, the Servicer shall
obtain a replacement Primary Insurance Policy as provided above.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Servicer, the Subservicer, if any, the
Trustee and Certificateholders, claims to the related Insurer under any Primary
Insurance Policies, in a timely manner in accordance with such policies, and, in
this regard, to take or cause to be taken such reasonable action as shall be
necessary to permit recovery under any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Servicer under any Primary Insurance Policies
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Servicer shall cause to be maintained for each Mortgage Loan (other than
a Cooperative Loan) fire insurance with extended coverage in an amount which is
equal to the lesser of (i)(A) the greater of the principal balance owing on such
Mortgage Loan and (B) the percentage such that the proceeds thereof shall be
sufficient to prevent the application of a co-insurance clause; if the Mortgaged
Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as being a special flood hazard area that has
federally-mandated flood insurance requirements, the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended; or (ii) 100 percent of the insurable value
of the improvements. The Servicer shall also cause to be maintained on property
acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative Loan), fire insurance with extended coverage in an
amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, liability insurance and, to the
extent required and available under the Flood Disaster Protection Act of 1973,
as amended, flood insurance in an amount as provided above. Pursuant to Section
3.07, any amounts collected by the Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Servicer's normal servicing procedures) shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any
cost incurred by the Servicer in maintaining any such insurance shall not, for
the purpose of calculating monthly distributions to the Certificateholders, be
added to the amount owing under the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Servicer out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is
understood and agreed that no earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property acquired in respect of a
Mortgage Loan other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.
All such policies shall be endorsed with standard mortgagee clauses with loss
payable to the Servicer and its successors and/or assigns and shall provide for
at least thirty days prior written notice of any cancellation, reduction in the
amount or material change in coverage to the Servicer. The Servicer shall not
interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not
accept any such insurance policies from insurance companies unless such
companies currently reflect a General Policy Rating in Best's Key Rating Guide
currently acceptable to Xxxxxx Xxx and are licensed to do business in the state
wherein the property subject to the policy is located.
If the Servicer shall obtain and maintain a blanket fire insurance
policy with extended coverage insuring against hazard losses on all of the
Mortgage Loans, it shall conclusively be deemed to have satisfied its
45
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property a policy complying with the first sentence of
this Section 3.12(a) and there shall have been a loss which would have been
covered by such policy, deposit in the Payment Account the amount not otherwise
payable under the blanket policy because of such deductible clause. Any such
deposit by the Servicer shall be made on the Payment Account Deposit Date next
preceding the Distribution Date which occurs in the month following the month in
which payments under any such policy would have been deposited in the Custodial
Account. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to present, on behalf of itself, the Trustee
and the Certificateholders, claims under any such blanket policy.
(b) The Servicer shall obtain and maintain at its own expense and keep in full
force and effect throughout the term of this Agreement a blanket fidelity bond
and an errors and omissions insurance policy covering the Servicer's officers
and employees and other persons acting on behalf of the Servicer in connection
with its activities under this Agreement. The amount of coverage, taken
together, shall be at least equal to the coverage that would be required by
Xxxxxx Mae or Xxxxxxx Mac, with respect to the Servicer if the Servicer were
servicing and administering the Mortgage Loans for Xxxxxx Mae or Xxxxxxx Mac. In
the event that any such bond or policy ceases to be in effect, the Servicer
shall obtain a comparable replacement bond or policy from an issuer or insurer,
as the case may be, meeting the requirements set forth above.
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Servicer or
Subservicer, to the extent it has knowledge of such conveyance, shall enforce
any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but only to the
extent that such enforcement will not adversely affect or jeopardize coverage
under any Required Insurance Policy. Notwithstanding the foregoing, the Servicer
is not required to exercise such rights with respect to a Mortgage Loan if the
Person to whom the related Mortgaged Property has been conveyed or is proposed
to be conveyed satisfies the terms and conditions contained in the Mortgage Note
and Mortgage related thereto and the consent of the mortgagee under such
Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note
or Mortgage as a condition to such transfer. In the event that the Servicer is
prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Servicer is authorized,
subject to Section 3.13(b), to take or enter into an assumption and modification
agreement from or with the person to whom such property has been or is about to
be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, unless prohibited by applicable state law, the Mortgagor remains
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability agreement with such Person, pursuant to
which the original Mortgagor is released from liability and such Person is
substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this Section by reason of any transfer or assumption which the Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause to the
extent set forth in Section 3.13(a), in any case in which a Mortgaged Property
is to be conveyed to a Person by a Mortgagor, and such Person is to enter into
an assumption or modification agreement or supplement to the Mortgage Note or
Mortgage which requires the signature of the Trustee, or if an instrument of
release signed by the Trustee is required releasing the Mortgagor from liability
on the Mortgage Loan, the Servicer is authorized, subject to the requirements of
the sentence next following, to execute and deliver, on behalf of the Trustee,
the assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such modification agreement or supplement to the Mortgage Note or
Mortgage or other instruments as are reasonable or necessary to carry out the
46
terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged Property
to such Person; provided, however, that in connection with any such assumption,
no material term of the Mortgage Note may be changed. Upon receipt of
appropriate instructions from the Servicer in accordance with the foregoing, the
Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Servicer. Upon the
closing of the transactions contemplated by such documents, the Servicer shall
cause the originals or true and correct copies of the assumption agreement, the
release (if any), or the modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Servicer or such Subservicer as additional
servicing compensation.
(c) The Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of the REMIC would not fail to
continue to qualify as a REMIC under the Code as a result thereof and (subject
to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions"
after the startup day would be imposed on the REMIC as a result thereof. Any fee
collected by the Servicer or the related Subservicer for processing such a
request will be retained by the Servicer or such Subservicer as additional
servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the
Trustee and Servicer shall be entitled to approve an assignment in lieu of
satisfaction with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan following such proposed assignment provides the
Trustee and Servicer with a "Lender Certification for Assignment of Mortgage
Loan" in the form attached hereto as Exhibit K, in form and substance
satisfactory to the Trustee and Servicer, providing the following: (i) that the
substance of the assignment is, and is intended to be, a refinancing of such
Mortgage; (ii) that the Mortgage Loan following the proposed assignment will
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and (iii) that
such assignment is at the request of the borrower under the related Mortgage
Loan. Upon approval of an assignment in lieu of satisfaction with respect to any
Mortgage Loan, the Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan and the Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Servicer shall foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities, as shall meet the
requirements of the Insurer under any Required Insurance Policy, and as shall be
consistent with the provisions of this Agreement. With respect to any REO
Property, the deed or certificate of sale shall be taken in the name of the
Trustee for the benefit of the Certificateholders, or its nominee, on behalf of
47
the Certificateholders. The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its individual capacity.
The Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee's capacity thereunder. The Servicer, however, shall
not be required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses or charges will be recoverable to it through Liquidation Proceeds,
Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Custodial Account pursuant to Section 3.10,
whether or not such expenses and charges are actually recoverable from related
Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such
a determination by the Servicer pursuant to this Section 3.14(a), the Servicer
shall be entitled to reimbursement of such amounts pursuant to Section 3.10. If
the Servicer has knowledge that a Mortgaged Property which the Servicer is
contemplating acquiring in foreclosure or by deed in lieu of foreclosure is
located within a one (1) mile radius of any site listed in the Expenditure Plan
for the Hazardous Substance Clean Up Bond Act of 1984 or other site with
environmental or hazardous waste risks known to the Servicer, the Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review procedures.
The Servicer shall, either itself or through an agent selected by the
Servicer, and in accordance with the Xxxxxx Xxx guidelines, manage, conserve,
protect and operate each REO Property in the same manner that it manages,
conserves, protects and operates other foreclosed property for its own account,
and in the same manner that similar property in the same locality as the REO
Property is managed. Each disposition of REO Property shall be carried out by
the Servicer at such price and upon such terms and conditions as the Servicer
deems to be in the best interest of the Certificateholders.
Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Servicer
the related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Servicer, in each case
without recourse, as shall be necessary to vest in the Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Servicer's sole discretion with respect to
any defaulted Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have
occurred if substantially all amounts expected by the Servicer to be received in
connection with the related defaulted Mortgage Loan or REO Property have been
received, and (ii) for purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled collections
or the amount of any Realized Loss, the Servicer may take into account minimal
amounts of additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in connection with the
related defaulted Mortgage Loan or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as an REO
Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
48
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect. To the extent
the net income received during any calendar month is in excess of the amount
attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related Mortgage Loan for such calendar month, such excess
shall be considered to be a Curtailment of the related Mortgage Loan.
(c) If the Trust Fund acquires any REO Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan, the Servicer
on behalf of the Trust Fund shall dispose of such REO Property within three full
years after the taxable year of its acquisition by the Trust Fund for purposes
of Section 860G(a)(8) of the Code (or such shorter period as may be necessary
under applicable state (including any state in which such property is located)
law to maintain the status of any portion of the REMIC as a REMIC under
applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Servicer (subject
to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee and the Servicer, to the effect that the holding by the Trust Fund
of such REO Property subsequent to such period will not result in the imposition
of taxes on "prohibited transactions" as defined in Section 860F of the Code or
cause the REMIC to fail to qualify as a REMIC (for federal (or any applicable
State or local) income tax purposes) at any time that any Certificates are
outstanding, in which case the Trust Fund may continue to hold such REO Property
(subject to any conditions contained in such Opinion of Counsel). The Servicer
shall be entitled to be reimbursed from the Custodial Account for any costs
incurred in obtaining such Opinion of Counsel, as provided in Section 3.10.
Notwithstanding any other provision of this Agreement, no REO Property acquired
by the Trust Fund shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to
any terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject the Trust Fund to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Servicer has agreed to indemnify and
hold harmless the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Servicer or the related Subservicer in accordance with
Section 3.10(a)(ii); second, to all Servicing Fees and Subservicing Fees payable
therefrom (and the Servicer and the Subservicer shall have no claims for any
deficiencies with respect to such fees which result from the foregoing
allocation); third, to the Certificateholders to the extent of accrued and
unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at
the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) to the Due Date prior to the Distribution Date on which
such amounts are to be distributed; fourth, to the Certificateholders as a
recovery of principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss was allocated is
no longer outstanding, such subsequent recovery shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors
is not a United States Person, in connection with any foreclosure or acquisition
of a deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure that no withholding tax obligation arises with respect to the proceeds
of such foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on such Mortgage Loan.
49
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Servicer will immediately notify
the Custodian, if any, or the Trustee (if it holds the related Mortgage File) by
delivery of a Request for Release substantially in one of the forms attached
hereto as Exhibit F requesting delivery to it of the Mortgage File. The Servicer
is authorized to execute and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage, together with the Mortgage
Note with, as appropriate, written evidence of cancellation thereon and to cause
the removal from the registration on the MERS(R) System of such Mortgage and to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation or of partial
or full release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Payment Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Servicer shall deliver a Request for Release to the
Custodian, if any, or the Trustee (if it holds the related Mortgage File)
requesting that possession of all, or any document constituting part of, the
Mortgage File be released to the Servicer and certifying as to the reason for
such release and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any Required Insurance Policy.
Upon receipt of the foregoing, the Trustee (if it holds the related Mortgage
File) or the Custodian shall deliver the Mortgage File or any document therein
to the Servicer. The Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the Custodian as agent for
the Trustee when the need therefor by the Servicer no longer exists, unless (i)
the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the Mortgage Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Servicer has delivered directly or through a Subservicer
to the Trustee and the Custodian a certificate of a Servicing Officer certifying
as to the name and address of the Person to which such Mortgage File or such
document was delivered and the purpose or purposes of such delivery. In the
event of the liquidation of any such Mortgage Loan, the Custodian, if any, or
the Trustee shall deliver the Request for Release with respect thereto to the
Servicer upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) The Servicer on the Trustee's behalf shall execute and deliver to the
Servicer, if necessary, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate any insurance coverage under any Required
Insurance Policy or invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
(d) Notwithstanding any other provisions of this Agreement, the Servicer shall
transmit to the Custodian, if any, or the Trustee as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
related Mortgage Loan. All Mortgage Files and funds collected or held by, or
under the control of, the Servicer in respect of any Mortgage Loans, whether
from the collection of principal and interest payments or from Liquidation
50
Proceeds, including but not limited to, any funds on deposit in the Custodial
Account(s), shall be held by the Servicer for and on behalf of the Trustee and
shall be and remain the sole and exclusive property of the Trustee, subject to
the applicable provisions of this Agreement. The Servicer also agrees that it
shall not create, incur or subject any Mortgage File or any funds that are
deposited in the Custodial Account, Payment Account or any related Servicing
Account, or any funds that otherwise are or may become due or payable to the
Trustee for the benefit of the Certificateholders, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert by
legal action or otherwise any claim or right of setoff against any Mortgage File
or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Servicer
under this Agreement.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Servicer, as compensation for its activities hereunder, shall be
entitled to receive on each Distribution Date the amounts provided for by
clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or otherwise shall be retained by the Servicer or the
Subservicer to the extent provided herein, subject to clause (e) below.
(c) The Servicer shall be required to pay, or cause to be paid, all expenses
incurred by it in connection with its servicing activities hereunder (including
payment of premiums for the Primary Insurance Policies, if any, to the extent
such premiums are not required to be paid by the related Mortgagors, certain
expenses of the Trustee as provided in Section 8.05, and the fees and expenses
of any Custodian) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the amount of the Servicing Fee
that the Servicer shall be entitled to receive for its activities hereunder for
the period ending on each Distribution Date shall be reduced (but not below
zero) by an amount equal to Compensating Interest (if any) for such Distribution
Date. In making such reduction, the Servicer will not withdraw from the
Custodial Account any such amount representing all or a portion of the Servicing
Fee to which it is entitled pursuant to Section 3.10(a)(iii).
Section 3.17. Periodic Filings with the Securities and Exchange Commission;
Additional Information.
Within 15 days after each Distribution Date, the Trustee shall, in
accordance with industry standards, file with the Securities and Exchange
Commission (the "Commission") via the Electronic Data Gathering and Retrieval
System (XXXXX), a Form 8-K with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 31, 2002, the Trustee shall, in accordance with industry standards, file
51
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
Prior to March 30, 2002, the Trustee shall file a Form 10-K, in substance
conforming to industry standards, with respect to the Trust Fund. The Company
hereby grants to the Trustee a limited power of attorney to execute and file
each such document on behalf of the Company. Such power of attorney shall
continue until either the earlier of (i) receipt by the Trustee from the Company
of written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Company agrees to promptly furnish to the Trustee, from time to
time upon request, such further information, reports, and financial statements
within its control related to this Agreement and the Mortgage Loans as the
Trustee reasonably deems appropriate to prepare and file all necessary reports
with the Commission. The Trustee shall have no responsibility to file any items
other than those specified in this section.
Section 3.18. Annual Statement as to Compliance.
The Servicer shall deliver to the Seller, the Trustee and each Rating
Agency on or before 90 days after the end of the Servicer's fiscal year,
commencing with its fiscal year ending December 31, 2001, an Officer's
Certificate stating, as to the signer thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of the
performance of the Servicer under this Agreement has been made under such
officer's supervision and (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof except for such defaults as such officer in his or her
good faith judgment believes to be immaterial.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before 90 days after the end of the Servicer's fiscal year,
commencing with its 2001 fiscal year, the Servicer at its expense shall cause a
firm of independent public accountants (who may also render other services to
the Servicer, the Seller or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee and the Seller to the effect that such firm has examined certain
documents and records relating to the Servicer's servicing of mortgage loans of
the same type as the Mortgage Loans pursuant to servicing agreements
substantially similar to this Agreement, which agreements may include this
Agreement, and that, on the basis of such an examination, conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, such firm is of the opinion that the Servicer's servicing has
been conducted in compliance with the agreements examined pursuant to this
Section, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such
statement. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided such
statement is delivered to the Trustee.
Section 3.20. Rights of the Company in Respect of the Servicer.
The Servicer shall afford the Seller and the Trustee reasonable access
to all records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such access
being afforded without charge, but only upon reasonable request and during
normal business hours at the office designated by the Servicer.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Servicer will withdraw from
the account that satisfies the requirements for a Subservicing Account (the
"Buydown Account") the predetermined amount that, when added to the amount due
on such date from the Mortgagor, equals the full Monthly Payment and deposit
52
that amount in the Custodial Account together with the related payment made by
the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Servicer shall
withdraw from the Buydown Account and remit any Buydown Funds remaining in the
Buydown Account in accordance with the related buydown agreement. The amount of
Buydown Funds which may be remitted in accordance with the related buydown
agreement may reduce the amount required to be paid by the Mortgagor to fully
prepay the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults on such Mortgage Loan during the Buydown Period and the property
securing such Buydown Mortgage Loan is sold in the liquidation thereof (either
by the Servicer or the insurer under any related Primary Insurance Policy), the
Servicer shall withdraw from the Buydown Account the Buydown Funds for such
Buydown Mortgage Loan still held in the Buydown Account and deposit the same in
the Custodial Account or, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer and such insurer
pays all of the loss incurred in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to reduce the amount owed on
the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Payment Account.
(a) The Trustee shall establish and maintain a Payment Account in which the
Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00
P.M. New York time on each Payment Account Deposit Date by wire transfer of
immediately available funds an amount equal to the sum of (i) any Advance for
the immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Payment Account pursuant to Section 3.12(a), (iii) any amount
required to be deposited in the Payment Account pursuant to Section 4.07, (iv)
any amount required to be paid pursuant to Section 9.01 and (v) all other
amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) The Trustee may invest, or cause the institution maintaining the Payment
Account to invest, or hold uninvested the funds in the Payment Account in
Permitted Investments designated in the name of the Trustee for the benefit of
the Certificateholders, which shall mature or be payable on demand not later
than the Business Day next preceding the Distribution Date next following the
date of such investment (except that (i) any investment in the institution with
which the Payment Account is maintained may mature or be payable on demand on
such Distribution Date and (ii) any other investment may mature or be payable on
demand on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Payment Account in the amount payable on such
investment on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment or from uninvested balances in the Payment Account shall be for the
benefit of the Trustee and shall be subject to its withdrawal or order from time
to time. The amount of any losses incurred in respect of any such investments
shall be deposited in the Payment Account by the Trustee out of its own funds
immediately as realized without any right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Trustee or (y) the Paying Agent appointed
by the Trustee, shall distribute first to the Trustee, payment for any servicing
transfer expenses reimbursable to the Trustee pursuant to Section 7.02(a), and
that have not been paid or reimbursed to the Trustee by the Servicer, second to
53
the Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii)
below, the amount required to be distributed to the Servicer or a Subservicer
pursuant to Section 4.02(a)(iii) below, and third to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Trustee or the Paying Agent, as the case
may be, or, if such Certificateholder has not so notified the Trustee or the
Paying Agent by the Record Date, by check mailed to such Certificateholder at
the address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share with respect to each Class of
Certificates, shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder of the
following amounts, in the following order of priority (subject to the provisions
of Section 4.02(b) below), in each case to the extent of the Available
Distribution Amount:
(i) to the Senior Certificates (other than the Class PO Certificates)
on a pro rata basis based on Accrued Certificate Interest payable
on such Certificates with respect to such Distribution Date,
Accrued Certificate Interest on such Classes of Certificates for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a);
and
(ii) (X) to the Class PO Certificates, the Class PO Principal
Distribution Amount (as defined in Section 4.02(b)(i) herein);
and
(Y) to the Senior Certificates (other than the Class PO
Certificates), in the priorities and amounts set forth in Section
4.02(b) through (d), the sum of the following (applied to reduce
the Certificate Principal Balances of such Senior Certificates,
as applicable):
(A) the Senior Percentage for such Distribution Date times the sum of the
following:
(1) the principal portion of each Monthly Payment due during the related
Due Period on each Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such payment with
respect to a Discount Mortgage Loan), whether or not received on or
prior to the related Determination Date, minus the principal portion
of any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service Reductions with
respect to each Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan repurchased during
the preceding calendar month (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Sections 2.02, 2.04 or
4.07, and the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted Mortgage Loan
pursuant to Section 2.02 or Section 2.04, during the preceding
calendar month (other than the related Discount Fraction of such
Stated Principal Balance or shortfall with respect to each Discount
Mortgage Loan); and
(3) the principal portion of all other unscheduled collections (other than
Principal Prepayments in Full and Curtailments and amounts received in
connection with a Cash Liquidation or REO Disposition of a Mortgage
Loan described in Section 4.02(a)(ii)(Y)(B), including without
limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the preceding calendar month or, in the case of
54
Principal Prepayment in Full, during the related Prepayment Period (or
deemed to have been so received in accordance with Section 3.07(b)) to
the extent applied by the Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14 (other than the related
Discount Fraction of the principal portion of such unscheduled
collections, with respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash Liquidation or a
REO Disposition occurred during the preceding calendar month (or was
deemed to have occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal Balance of such Mortgage
Loan (other than the related Discount Fraction of such Stated
Principal Balance, with respect to each Discount Mortgage Loan) and
(b) the Senior Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section 3.14 (in
each case other than the portion of such unscheduled collections, with
respect to a Discount Mortgage Loan, included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such Distribution
Date times the aggregate of all Principal Prepayments in Full received
in the related Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments, with respect to
each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution Date;
and
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C)
of this Section 4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that such
amounts are not attributable to Realized Losses which have been
allocated to the Subordinate Certificates;
(iii)if the Certificate Principal Balances of the Subordinate Certificates have
not been reduced to zero, to the Servicer or a Subservicer, by remitting
for deposit to the Custodial Account, to the extent of and in reimbursement
for any Advances or Subservicer Advances previously made with respect to
any Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that were made with respect
to delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
55
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date, minus (y) the amount
of any Class PO Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date, minus (y) the amount
of any Class PO Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount
of any Class PO Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the
Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount
of any Class PO Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount
of any Class PO Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class B-2
Certificates;
56
(xiv) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below, minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for all
previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Section 4.02(a) (xv) are insufficient
therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount
of any Class PO Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates applied
in reduction of the Certificate Principal Balance of the Class
B-3 Certificates;
(xvi)to the Senior Certificates, in the priority set forth in Section 4.02(b),
the portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the Certificate Principal
Balances of such Senior Certificates, but in no event more than the
aggregate of the outstanding Certificate Principal Balances of each such
Class of Senior Certificates, and thereafter, to each Class of Subordinate
Certificates then outstanding beginning with such Class with the Highest
Priority, any portion of the Available Distribution Amount remaining after
the Senior Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Subordinate Certificates;
(xvii) to the Trustee, any fees and/or expenses payable or reimbursable by the
Servicer pursuant to Section 8.05 hereof, to the extent not paid by the
Servicer; and
(xviii) to the Class R Certificates, the balance, if any, of the Available
Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Servicer to make any required
Advance, or the determination by the Servicer that any proposed Advance would be
a Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Senior Certificates on each Distribution
Date occurring prior to the Credit Support Depletion Date will be made as
follows:
(i) first, to the Class PO Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the
"Class PO Principal Distribution Amount") equal to the aggregate
of:
(A) the related Discount Fraction of the principal portion of each
Monthly Payment on each Discount Mortgage Loan due during the
related Due Period, whether or not received on or prior to the
related Determination Date, minus the Discount Fraction of the
principal portion of any related Debt Service Reduction which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(B) the related Discount Fraction of the principal portion of all
unscheduled collections on each Discount Mortgage Loan received
during the preceding calendar month or, in the case of Principal
Prepayments in Full, during the related Prepayment Period (other
than amounts received in connection with a Cash Liquidation or
57
REO Disposition of a Discount Mortgage Loan described in clause
(C) below), including Principal Prepayments in Full, Curtailments
and repurchases (including deemed repurchases under Section
3.07(b)) of Discount Mortgage Loans (or, in the case of a
substitution of a Deleted Mortgage Loan, the Discount Fraction of
the amount of any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition of a
Discount Mortgage Loan that did not result in any Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal Balance of
such Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the collections
on such Mortgage Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any previous Distribution
Date (calculated pursuant to clauses (A) through (C) above) that
remain undistributed; and
(E) the amount of any Class PO Collection Shortfalls for such
Distribution Date and the amount of any Class PO Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such
Distribution Date;
(ii) the Senior Principal Distribution Amount shall be distributed to the Class
R Certificates until the Certificate Principal Balance thereof has been
reduced to zero;
(iii)the balance of the Senior Principal Distribution Amount remaining after the
distributions, if any, described in clause (iii) above shall be distributed
to the Lockout Certificates in reduction of the Certificate Principal
Balances thereof, in an amount equal to the sum of (o) the Lockout
Percentage of the Lockout Certificates' pro rata share, based on the
Certificate Principal Balance thereof relative to the aggregate Certificate
Principal Balance of all classes of certificates, other than the Class PO
Certificates, of the aggregate of the collections described in clause
(ii)(Y) (B), (C) and (E) of Section 4.02(a) without application of the
Senior Percentage and Senior Accelerated Distribution Percentage and (p)
prior to the Distribution Date in May 2006, $0 and for each Distribution
Date thereafter, the Lockout Certificates' pro rata share, based on the
Certificate Principal Balance thereof relative to the aggregate Certificate
Principal Balance of all classes of Certificates, other than the Class PO
Certificates, of the aggregate of the collections described in clause (ii)
(A) of Section 4.02(a) without application of the Senior Percentage;
provided that, if the aggregate of the amounts set forth in clauses (ii)(Y)(A),
(B), (C) and (E) of Section 4.02(a) is more than the balance of the Available
Distribution Amount remaining after the Senior Interest Distribution Amount and
the Class PO Principal Distribution Amount have been distributed, the amount
paid to the Lockout Certificates pursuant to this clause (iii) shall be reduced
by an amount equal to the Lockout Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof relative to the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
PO Certificates)) of such difference;
(iv) an amount equal to the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (iii) and
(iv) above shall be distributed to the Class A-1, Class A-2 and Class A-3
58
Certificates, on a pro rata basis (in accordance with their respective
Certificate Principal Balances), in reduction of the Certificate Principal
Balances thereof, until the Certificate Principal Balances thereof have
been reduced to zero; and
(v) an amount equal to the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (iii)
through (v) above shall be distributed sequentially, to the Class A-4
Certificates and the Lockout Certificates, in that order, in each case
until the Certificate Principal Balance thereof has been reduced to zero.
(c) On or after the Credit Support Depletion Date, all priorities relating to
distributions as described in Section 4.02(b) above in respect of principal
among the various classes of Senior Certificates (other than the Class PO
Certificates) will be disregarded, and (i) an amount equal to the Discount
Fraction of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of the Discount Mortgage Loans shall
be distributed to the Class PO Certificates, (ii) the Senior Principal
Distribution Amount shall be distributed to the remaining Senior Certificates
(other than the Class PO Certificates) pro rata in accordance with their
respective outstanding Certificate Principal Balances, and (iii) the amount set
forth in Section 4.02(a)(i) shall be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class PO Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class PO
Certificates) will be entitled to no further distributions of principal thereon
and the Available Distribution Amount shall be distributed solely to the holders
of the Class PO, Class IO and Subordinate Certificates, in each case as
described herein.
(e) In addition to the foregoing distributions, with respect to any Mortgage
Loan that was previously the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that within two years of the date
on which such Realized Loss was determined to have occurred the Servicer
receives amounts, which the Servicer reasonably believes to represent subsequent
recoveries (net of any related liquidation expenses), or determines that it
holds surplus amounts previously reserved to cover estimated expenses,
specifically related to such Mortgage Loan (including, but not limited to,
recoveries in respect of the representations and warranties made by the related
Seller pursuant to the Purchase Agreement), the Servicer shall distribute such
amounts to the applicable Certificateholders of the Class or Classes to which
such Realized Loss was allocated, if applicable (with the amounts to be
distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss or (ii) such Class of Certificates has been deposited into a separate trust
fund or other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments were protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed with respect to the Certificates of any Class shall be distributed
by the Servicer to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class IO Certificates), on a pro rata
basis based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date and (ii) with respect to the Class IO Certificates,
to the Class IO Certificates in the same proportion as the related Realized Loss
was allocated. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
59
(f) Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, as Holder thereof, and the Depository shall be solely
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents.
(g) Except as otherwise provided in Section 9.01, if the Servicer anticipates
that a final distribution with respect to any Class of Certificates will be made
on the next Distribution Date, the Servicer shall, no later than the
Determination Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after receipt of such
notices or such Determination Date, mail on such date to each Holder of such
Class of Certificates a notice to the effect that: (i) the Trustee anticipates
that the final distribution with respect to such Class of Certificates will be
made on such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
related Interest Accrual Period. In the event that Certificateholders required
to surrender their Certificates pursuant to Section 9.01(c) do not surrender
their Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the Payment
Account and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Payment Account and with
respect to each Distribution Date, the Trustee shall make available to
Certificateholders and other parties to this Agreement via the Trustee's
internet website a statement as to each Class of Certificates and the Mortgage
Pool that includes the information set forth in Exhibit M attached hereto.
The Trustee's internet website shall initially be located at
"xxx.xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by
calling the Trustee's customer service desk at (000) 000-0000. Parties that are
unable to use the website are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Trustee shall have the right to change the way Distribution Date statements are
distributed in order to make such distribution more convenient and/or more
accessible to the above parties, provided that such procedures are no less
convenient for the Certificateholders, and the Trustee shall provide timely and
adequate notification to all above parties regarding any such changes.
(b) Within a reasonable period of time after the end of each calendar year, the
Trustee shall prepare, or cause to be prepared, and shall forward, or cause to
be forwarded, to each Person who at any time during the calendar year was the
Holder of a Certificate, other than a Class R Certificate, a statement
containing the information set forth in clauses (i) and (ii) of subsection (a)
above aggregated for such calendar year or applicable portion thereof during
which such Person was a Certificateholder. Such obligation of the Trustee shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code.
(c) Within a reasonable period of time after the end of each calendar year, the
Trustee shall prepare, or cause to be prepared, and shall forward, or cause to
be forwarded, to each Person who at any time during the calendar year was the
Holder of a Class R Certificate, a statement containing the applicable
distribution information provided pursuant to this Section 4.03 aggregated for
such calendar year or applicable portion thereof during which such Person was
60
the Holder of a Class R Certificate. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Servicer pursuant to any requirements of
the Code.
(d) Upon the written request of any Certificateholder, the Trustee, as soon as
reasonably practicable, shall provide the requesting Certificateholder with such
information as is necessary and appropriate, in the Trustee's sole discretion,
for purposes of satisfying applicable reporting requirements under Rule 144A The
Company and the Servicer shall cooperate with the Trustee as is reasonably
necessary to respond to any such request.
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances
by the Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Servicer shall furnish a report (the "Remittance
Report") to the Trustee in a mutually agreed upon form of an electromagnetic
tape or disk and hard copy, or other automated transmission. The Remittance
Report and any information supplemental thereto shall include such information
with respect to the Mortgage Loans that is required by the Trustee for purposes
of making the calculations described in Section 4.02 and preparing the statement
described in Section 4.03, as set forth in written specifications or guidelines
issued by the Seller or the Trustee from time to time. The Trustee shall be
protected in relying upon the information set forth in the Remittance Report
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Payment Account Deposit Date,
the Servicer shall either (i) deposit in the Payment Account from its own funds,
or funds received therefor from the Subservicers, an amount equal to the
Advances to be made by the Servicer in respect of the related Distribution Date,
which shall be in an aggregate amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Net Mortgage Rate),
less the amount of any related Servicing Modifications, Debt Service Reductions
or reductions in the amount of interest collectable from the Mortgagor pursuant
to the Relief Act, on the Outstanding Mortgage Loans as of the related Due Date,
which Monthly Payments were delinquent as of the close of business as of the
related Determination Date; provided that no Advance shall be made if it would
be a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Payment Account all or a portion of the
Amount Held for Future Distribution in discharge of any such Advance, or (iii)
make advances in the form of any combination of (i) and (ii) aggregating the
amount of such Advance. Any portion of the Amount Held for Future Distribution
so used shall be replaced by the Servicer by deposit in the Payment Account on
or before 11:00 A.M. New York time on any future Payment Account Deposit Date to
the extent that funds attributable to the Mortgage Loans that are available in
the Custodial Account for deposit in the Payment Account on such Payment Account
Deposit Date shall be less than payments to Certificateholders required to be
made on the following Distribution Date. The Servicer shall be entitled to use
any Advance made by a Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution Date as part
of the Advance made by the Servicer pursuant to this Section 4.04. The amount of
any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances
on any Distribution Date shall be allocated to specific Monthly Payments due but
delinquent for previous Due Periods, which allocation shall be made, to the
extent practicable, to Monthly Payments which have been delinquent for the
longest period of time. Such allocations shall be conclusive for purposes of
reimbursement to the Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10.
The determination by the Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Company and the Trustee.
If the Servicer determines as of the Business Day preceding any Payment
Account Deposit Date that it will be unable to deposit in the Payment Account an
amount equal to the Advance required to be made for the immediately succeeding
Distribution Date, it shall give notice to the Trustee of its inability to
61
advance (such notice may be given by telecopy), not later than 3:00 P.M., New
York time, on such Business Day, specifying the portion of such amount that it
will be unable to deposit. Not later than 3:00 P.M., New York time, on the
Payment Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York
time, on such day the Trustee shall have been notified in writing (by telecopy)
that the Servicer shall have directly or indirectly deposited in the Payment
Account such portion of the amount of the Advance as to which the Servicer shall
have given notice pursuant to the preceding sentence, pursuant to Section 7.01,
(a) terminate all of the rights and obligations of the Servicer under this
Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Servicer hereunder, including the obligation to deposit in
the Payment Account an amount equal to the Advance for the immediately
succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Payment Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Servicer shall determine the total
amount of Realized Losses, if any, that resulted from any Cash Liquidation,
Servicing Modification, Debt Service Reduction, Deficient Valuation or REO
Disposition that occurred during the calendar month preceding the month of
distribution or, in the case of a Servicing Modification that constitutes a
reduction of the interest rate on a Mortgage Loan, the amount of the reduction
in the interest portion of the Monthly Payment due during the related Due
Period. The amount of each Realized Loss shall be evidenced by an Officer's
Certificate. All Realized Losses, other than Excess Special Hazard Losses,
Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such Realized Losses are on a Discount Mortgage Loan, to the Class PO
Certificates in an amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among all the Senior Certificates (other than
the Class PO Certificates) on a pro rata basis, as described below. The
principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on the Discount Mortgage Loans will
be allocated to the Class PO Certificates in an amount equal to the Discount
Fraction thereof and the remainder of such Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates (other than the
Class PO Certificates) and Subordinate Certificates, on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
62
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Servicer or the Subservicers shall file information returns with
respect to the receipt of mortgage interests received in a trade or business,
the reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J
and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Servicer may, upon the written request of and with funds provided by
the Junior Certificateholder, purchase such Mortgage Loan from the Trustee at
the Purchase Price therefor. If at any time the Servicer makes a payment to the
Payment Account covering the amount of the Purchase Price for such a Mortgage
Loan, and the Servicer provides to the Trustee a certification signed by a
Servicing Officer stating that the amount of such payment has been deposited in
the Payment Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Servicer without recourse to the Junior
Certificateholder, which shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security.
The Junior Certificateholder will thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Senior, Class M, Class B and Class R Certificates shall be substantially
in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of the Company
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates shall be issuable in the minimum denominations
designated in the Preliminary Statement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized signatory of the Trustee. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
authorized signatories of the Trustee shall bind the Trustee, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Certificate or did not hold such offices
at the date of such Certificates. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there appears
on such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Certificate Registrar by manual signature,
and such certificate upon any Certificate shall be conclusive evidence, and the
63
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Holders of the Book-Entry Certificates shall hold their respective
Ownership Interests in and to each of such Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to Definitive Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Servicer nor the Trustee shall
be liable for any actions taken by the Depository or its nominee, including,
without limitation, any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Servicer shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
(b) Upon surrender for registration of transfer of any Certificate at any office
or agency of the Trustee maintained for such purpose pursuant to Section 8.12
and, in the case of any Class M, Class B or Class R Certificate, upon
64
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for exchange
the Trustee shall execute and the Certificate Registrar shall authenticate and
deliver the Certificates of such Class which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. In the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Servicer (except that, if such transfer is
made by the Company or the Servicer or any Affiliate thereof, the Company or the
Servicer shall provide such Opinion of Counsel at their own expense); provided
that such Opinion of Counsel will not be required in connection with the initial
transfer of any such Certificate by the Company or any Affiliate thereof to the
Company or an Affiliate of the Company and (B) the Trustee shall require the
transferee to execute a representation letter, substantially in the form of
Exhibit H hereto, and the Trustee shall require the transferor to execute a
representation letter, substantially in the form of Exhibit I hereto, each
acceptable to and in form and substance satisfactory to the Company and the
Trustee certifying to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Company or the Servicer; provided, however, that such representation letters
will not be required in connection with any transfer of any such Certificate by
the Company or any Affiliate thereof to the Company or an Affiliate of the
Company, and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written
representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the
Servicer with an investment letter substantially in the form of Exhibit J
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Servicer, and which investment letter states that, among other
things, such transferee (A) is a "qualified institutional buyer" as defined
under Rule 144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that the
proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws.
(e) (i)In the case of any Class B or Class R Certificate presented for
registration in the name of any Person, either (A) the Trustee shall
require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Servicer to the effect
that the purchase or holding of such Class B or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section
65
4975 of the Code (or comparable provisions of any subsequent enactments),
and will not subject the Trustee, the Company or the Servicer to any
obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
the Company or the Servicer or (B) the prospective Transferee shall be
required to provide the Trustee, the Company and the Servicer with a
certification to the effect set forth in paragraph six of Exhibit H (with
respect to any Class B Certificate) or paragraph fourteen of Exhibit G-1
(with respect to any Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other certifications as
the Trustee may deem desirable or necessary in order to establish that such
Transferee or the Person in whose name such registration is requested
either (a) is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or
any Person (including an investment manager, a named fiduciary or a trustee
of any such plan) who is using "plan assets" of any such plan to effect
such acquisition (each, a "Plan Investor") or (b) in the case of any Class
B Certificate, the following conditions are satisfied: (i) such Transferee
is an insurance company, (ii) the source of funds used to purchase or hold
such Certificate (or interest therein) is an "insurance company general
account" (as defined in U.S. Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 95-60, and (iii) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company").
(ii) Any Transferee of a Class M Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest
therein) that either (a) such Transferee is not a Plan Investor, (b) it has
acquired and is holding such Certificate in reliance on Prohibited
Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994),
as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE
2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (the "Issuer Exemption"),
and that it understands that there are certain conditions to the
availability of the Issuer Exemption including that such Certificate must
be rated, at the time of purchase, not lower that "BBB-" (or its
equivalent) by Standard & Poor's, Fitch or Moody's or (c) such Transferee
is a Complying Insurance Company.
(iii)(A) If any Class M Certificate (or any interest therein) is acquired
or held by any Person that does not satisfy the conditions described
in paragraph (ii) above, then the last preceding Transferee that
either (i) is not a Plan Investor, (ii) acquired such Certificate in
compliance with the Issuer Exemption, or (iii) is a Complying
Insurance Company shall be restored, to the extent permitted by law,
to all rights and obligations as Certificate Owner thereof retroactive
to the date of such Transfer of such Class M Certificate. The Trustee
shall be under no liability to any Person for making any payments due
on such Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Class M Certificate (or interest therein) was effected in violation of
the restrictions in this Section 5.02(e) shall indemnify and hold
harmless the Company, the Trustee, the Servicer, any Subservicer, and
the Trust Fund from and against any and all liabilities, claims, costs
or expenses incurred by such parties as a result of such acquisition
or holding.
(f) (i)Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all
66
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall be a Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a
Class R Certificate, the Trustee shall require delivery to it, and shall
not register the Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in
the form attached hereto as Exhibit G-1) from the proposed Transferee, in
form and substance satisfactory to the Servicer, representing and
warranting, among other things, that it is a Permitted Transferee, that it
is not acquiring its Ownership Interest in the Class R Certificate that is
the subject of the proposed Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for so long as it retains
its Ownership Interest in a Class R Certificate, it will endeavor to remain
a Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate, in
the form attached hereto as Exhibit G-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to the
Servicer, representing and warranting, among other things, that no purpose
of the proposed Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a
proposed Transferee under clause (B) above, if a Responsible Officer of the
Trustee who is assigned to this Agreement has actual knowledge that the
proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its
Ownership Interest in a Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the Trustee in the
form attached hereto as Exhibit G-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R
Certificate, by purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R Certificate only if
it shall have received the Transfer Affidavit and Agreement, a certificate
of the Holder requesting such transfer in the form attached hereto as
Exhibit G-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of
the Class R Certificates to Non-United States Persons and Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii)(A) If any Disqualified Organization shall become a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
67
Holder thereof retroactive to the date of registration of such Transfer of
such Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The Trustee
shall be under no liability to any Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such holder under
the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R Certificate
in violation of the restrictions in this Section 5.02(f) and to the extent
that the retroactive restoration of the rights of the Holder of such Class
R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to
sell such Class R Certificate to a purchaser selected by the Servicer on
such terms as the Servicer may choose. Such purported Transferee shall
promptly endorse and deliver the Class R Certificates in accordance with
the instructions of the Servicer. Such purchaser may be the Servicer itself
or any Affiliate of the Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Servicer or its
Affiliates), expenses and taxes due, if any, will be remitted by the
Servicer to such purported Transferee. The terms and conditions of any sale
under this clause (iii)(B) shall be determined in the sole discretion of
the Servicer, and the Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its exercise of
such discretion.
(iv) The Trustee shall make available, upon written request from the Internal
Revenue Service and any potentially affected Person, all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of any regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate or organization described in Section
1381 of the Code that holds an Ownership Interest in a Class R Certificate
having as among its record holders at any time any Person who is a
Disqualified Organization. Reasonable compensation for providing such
information may be required by the Trustee before it will provide such
information to any such potentially affected Person.
(v) The provisions of this Section 5.02(f) set forth prior to this clause (v)
may be modified, added to or eliminated, provided that there shall have
been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not
cause such Rating Agency to downgrade its then-current ratings, if
any, of any Class of the Senior, Class M or Class B Certificates below
68
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), an Officer's Certificate of the Servicer
stating that the Servicer has received an Opinion of Counsel, in form
and substance satisfactory to the Servicer, to the effect that such
modification, addition to or absence of such provisions will not cause
any portion of the REMIC to cease to qualify as a REMIC and will not
cause (x) any portion of the REMIC to be subject to an entity-level
tax caused by the Transfer of any Class R Certificate to a Person that
is a Disqualified Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused by the Transfer of
a Class R Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates
of any Class, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by
the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Servicer, the Trustee, the Certificate Registrar and any agent
of the Company, the Servicer, the Trustee or the Certificate Registrar may treat
the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and neither the Company, the Servicer,
the Trustee, the Certificate Registrar nor any agent of the Company, the
Servicer, the Trustee or the Certificate Registrar shall be affected by notice
to the contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Trustee shall
deposit or cause to be deposited with the Paying Agent a sum sufficient to make
69
the payments to the Certificateholders in the amounts and in the manner provided
for in Section 4.02, such sum to be held in trust for the benefit of the
Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be distributed to such Certificateholders. Any
sums so held by such Paying Agent shall be held only in Eligible Accounts to the
extent such sums are not distributed to the Certificateholders on the date of
receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance, prior
to giving effect to distributions to be made on such Distribution Date, is less
than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans,
the Servicer shall have the right, at its option, to purchase the Certificates
in whole, but not in part, at a price equal to the outstanding Certificate
Principal Balance of such Certificates plus the sum of Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest.
(b) The Servicer shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Servicer anticipates that it will purchase
the Certificates pursuant to Section 5.06(a). Notice of any such purchase,
specifying the Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment in accordance with this Section 5.06,
shall be given promptly by the Servicer by letter to Certificateholders (with a
copy to the Certificate Registrar and each Rating Agency) mailed not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein
designated,
(ii) the purchase price therefor, if known, and
(iii)that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Servicer gives the notice specified above, the Servicer shall deposit in
the Payment Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased pursuant
to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such
Holders an amount equal to the outstanding Certificate Principal Balance thereof
plus the sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest with
respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or before
the Distribution Date on which a purchase pursuant to this Section 5.06 is to be
made, the Trustee shall on such date cause all funds in the Payment Account
deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Servicer shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the purchase
70
price therefor. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Servicer to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Servicer all amounts distributable to the Holders thereof and the Servicer shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Servicer shall be for
all purposes the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE SERVICER
Section 6.01. Respective Liabilities of the Company and the Servicer.
The Company and the Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed upon
and undertaken by the Company and the Servicer herein. By way of illustration
and not limitation, the Company is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 7.01 or
Section 10.01 to assume any obligations of the Servicer or to appoint a designee
to assume such obligations, nor is it liable for any other obligation hereunder
that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by Servicer.
(a) The Company and the Servicer will each keep in full effect its existence,
rights and franchises as a corporation under the laws of the state of its
incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Company or the Servicer shall be a party, or any Person succeeding to
the business of the Company or the Servicer, shall be the successor of the
Company or the Servicer, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person to the Servicer shall be qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that
each Rating Agency's ratings, if any, of the Senior, Class M or Class B
Certificates in effect immediately prior to such merger or consolidation will
not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the
contrary, the Servicer may assign its rights and delegate its duties and
obligations under this Agreement; provided that the Person accepting such
71
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Company, is willing to service the Mortgage
Loans and executes and delivers to the Company and the Trustee an agreement, in
form and substance reasonably satisfactory to the Company and the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Servicer under this Agreement; provided further that each Rating Agency's rating
of the Classes of Certificates that have been rated in effect immediately prior
to such assignment and delegation will not be qualified, reduced or withdrawn as
a result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Servicer shall be released from its obligations under this
Agreement, except that the Servicer shall remain liable for all liabilities and
obligations incurred by it as Servicer hereunder prior to the satisfaction of
the conditions to such assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the Company, the Servicer and Others.
Neither the Company, the Servicer nor any of the directors, officers,
employees or agents of the Company or the Servicer shall be under any liability
to the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Company, the Servicer and any director,
officer, employee or agent of the Company or the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Servicer and
any director, officer, employee or agent of the Company or the Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Company nor the Servicer shall be under any obligation to
appear in, prosecute or defend any legal or administrative action, proceeding,
hearing or examination that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or
liability; provided, however, that the Company or the Servicer may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Company and the
Servicer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as provided by Section
3.10 and, on the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Servicer shall resign from its respective obligations and duties hereby imposed
on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
72
resignation of the Company or the Servicer shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee. No such resignation by the
Servicer shall become effective until the Trustee or a successor servicer shall
have assumed the Servicer's responsibilities and obligations in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Servicer shall fail to deposit or cause to be deposited into the
Payment Account any amounts required to be so deposited therein at the
time required pursuant to Section 4.01 or otherwise, and in either
case, such failure shall continue unremedied for a period of 5 days
after the date upon which written notice of such failure, requiring
such failure to be remedied, shall have been given to the Servicer by
the Trustee or the Company or to the Servicer, the Company and the
Trustee by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Servicer shall fail to observe or perform in any material respect
any other of the covenants or agreements on the part of the Servicer
contained in the Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a period of 30 days (except
that such number of days shall be 15 in the case of a failure to pay
the premium for any Required Insurance Policy) after the date on which
written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee or the Company,
or to the Servicer, the Company and the Trustee by the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii)a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar
law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Servicer or of, or relating to, all or substantially
all of the property of the Servicer; or
(v) the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Servicer shall notify the Trustee pursuant to Section 4.04(b) that
it is unable to deposit in the Payment Account an amount equal to the
Advance.
73
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, the Company may, and at the direction of
Holders of Certificates entitled to at least 51% of the Voting Rights, the
Trustee shall, by notice in writing to the Servicer (and to the Company if given
by the Trustee or to the Trustee if given by the Company), terminate all of the
rights and obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Servicer and the
Company, immediately terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as provided in Section
4.04(b). On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Servicer agrees to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Payment Account or thereafter be received with respect to the Mortgage Loans. No
such termination shall release the Servicer for any liability that it would
otherwise have hereunder for any act or omission prior to the effective time of
such termination.
Notwithstanding any termination of the activities of GMAC Mortgage
Corporation in its capacity as Servicer hereunder, GMAC Mortgage Corporation
shall be entitled to receive, out of any late collection of a Monthly Payment on
a Mortgage Loan which was due prior to the notice terminating GMAC Mortgage
Corporation's rights and obligations as Servicer hereunder and received after
such notice, that portion to which GMAC Mortgage Corporation would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its
Servicing Fee in respect thereof, and any other amounts payable to GMAC Mortgage
Corporation hereunder the entitlement to which arose prior to the termination of
its activities hereunder.
Section 7.02. Trustee to Act; Appointment of Successor.
(a) Within 90 days of the time the Servicer resigns pursuant to Section 6.04 or
receives a notice of termination pursuant to Section 7.01, the Trustee or a
successor Servicer appointed by the Trustee hereunder shall be the successor in
all respects to the Servicer in its capacity as Servicer under this Agreement
and the transactions set forth or provided for herein and shall be subject
thereafter to all the responsibilities, duties, liabilities and limitations on
liabilities relating thereto placed on the Servicer, including the obligation to
make Monthly Advances which have been or will be required to be made, but
excluding the representations of the Servicer contained in Section 2.03, by the
terms and provisions hereof; provided that any failure to perform such duties or
responsibilities caused by the predecessor Servicer's failure to provide
information required by Section 4.02 or 4.03 shall not be considered a default
by the Trustee as successor Servicer hereunder; and provided further that the
Trustee shall have no obligation whatsoever with respect to any liability (other
than Monthly Advances deemed recoverable and not previously made) incurred by
the predecessor Servicer at or prior to the time of receipt by such Servicer of
the notice of termination pursuant to Section 7.01 or receipt by the Trustee of
the Opinion of Counsel referred to in Section 6.04. As compensation therefor,
the Trustee shall be entitled to the Servicing Fee and all funds relating to the
Mortgage Loans which the Servicer would have been entitled to charge to the
Custodial Account if the Servicer had continued to act hereunder, except for
amounts that the Servicer shall be entitled to receive pursuant to Section 7.01.
If the Trustee has become the successor to the Servicer in accordance with
Section 6.04 or this Section 7.02, then notwithstanding the above, if the
Trustee shall be unwilling to so act, or shall be unable to so act, the Trustee
may appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution , which is also a Xxxxxx Xxx or
Xxxxxxx Mac-approved mortgage servicing institution, having a net worth of not
74
less than $10,000,000 as the successor to the Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder. Pending appointment of a successor to the Servicer
hereunder, the Trustee shall act in such capacity as herein above provided. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Servicer hereunder. Each
of the Seller, the Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
If the Trustee becomes the successor to the Servicer hereunder, the
Trustee shall be entitled to be reimbursed by the Servicer for all costs
associated with the transfer of the servicing of the Mortgage Loans to the
Trustee, including any costs or expenses associated with the complete transfer
of all servicing data and the completion, correction or manipulation of such
servicing data as may be required by the Trustee to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Trustee to
service the Mortgage Loans in accordance with this Agreement. To the extent that
any such costs and expenses of the Trustee resulting from the termination of the
Servicer pursuant to this Section 7.02 are not reimbursed by the terminated
Servicer, the Trustee shall be entitled to reimbursement of such costs and
expenses from the Payment Account.
Any successor, including the Trustee, to the Servicer shall maintain in
force during its term as Servicer hereunder insurance policies and fidelity
bonds as may be required to be maintained by the Servicer pursuant to Section
3.12.
If the Trustee shall succeed to any duties of the Servicer with respect
to the Mortgage Loans as provided herein, it shall do so in a separate capacity
and not in its capacity as Trustee and, accordingly, the provisions of Article
VIII shall be inapplicable to the Trustee in its duties as successor Servicer in
the servicing of the Mortgage Loans (although such provisions shall continue to
apply to the Trustee in its capacity as trustee); the provisions of Article III,
however, shall apply to the Trustee in its capacity as successor Servicer.
(b) In connection with the termination or resignation of the Servicer hereunder,
either (i) the successor Servicer, including the Trustee if the Trustee is
acting as successor Servicer, shall represent and warrant that it is a member of
MERS in good standing and shall agree to comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS, in which case the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to revise
its records to reflect the transfer of servicing to the successor Servicer as
necessary under MERS' rules and regulations, or (ii) the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to execute and
deliver an assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Servicer. The predecessor Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this subsection (b). The successor Servicer
shall cause such assignment to be delivered to the Trustee or the Custodian
promptly upon receipt of the original with evidence of recording thereon or a
copy certified by the public recording office in which such assignment was
recorded.
75
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Servicer, the
Trustee shall give prompt written notice thereof to the Certificateholders at
their respective addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such Event
of Default hereunder known to the Trustee, unless such Event of Default shall
have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiver of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Servicer such information as the Servicer may reasonably request
from time to time for the Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of any portion of
the REMIC as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
76
(c) No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing
or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as
are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee by the Company or the Servicer
and which on their face, do not contradict the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;
(iii)The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other
than a default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this
Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of
its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all
federal, state and local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.
77
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officer's Certificate, certificate of
Servicing Officer, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and the written advice of such
counsel and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;
(iii)The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or
waived), to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the
curing or waiver of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it
by the terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such examination shall be
paid by the Servicer, if an Event of Default shall have occurred and
is continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through
Affiliates, agents or attorneys; and
(vii)To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Servicer that the Trustee
is required to sign as determined by the Servicer pursuant to
applicable federal, state or local tax laws, provided that the
Servicer shall indemnify the Trustee for signing any such Tax Returns
that contain errors or omissions.
78
(b) Following the issuance of the Certificates, the Trustee shall not accept any
contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it
shall have obtained or been furnished with an Opinion of Counsel, which shall
not be a cost of the Trustee or the Trust Fund, to the effect that such
contribution will not (i) cause any portion of the REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding or (ii) cause the Trust
Fund to be subject to any federal tax as a result of such contribution
(including the imposition of any federal tax on "prohibited transactions"
imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Servicer
as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document , or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Company or the Servicer of
any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Company or the Servicer in respect of
the Mortgage Loans or deposited in or withdrawn from the Custodial Account or
the Payment Account by the Company or the Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee. The Trustee may transact business with the Company, the Servicer, and
their Affiliates, with the same rights it would have if it were not Trustee.
Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification.
(a) The Servicer shall pay the Trustee's fees and reimburse its expenses
hereunder pursuant to a separate agreement to be entered into between the
Servicer and the Trustee.
(b) The Servicer agrees to indemnify the Trustee for, and to hold the Trustee
harmless against, any loss, liability or expense incurred without negligence or
willful misconduct on the Trustee's part, arising out of, or in connection with,
the acceptance and administration of the Trust Fund, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement and the Custodial Agreement, provided
that:
(i) with respect to any such claim, the Trustee shall have given the
Servicer written notice thereof promptly after the Trustee shall
have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall
cooperate and consult fully with the Servicer in preparing such
defense; and
79
(iii)notwithstanding anything in this Agreement to the contrary, the
Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Servicer
which consent shall not be unreasonably withheld.
No termination of this Agreement, or the resignation or removal of the Trustee,
shall affect the obligations created by this Section 8.05(b) of the Servicer to
indemnify the Trustee under the conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Company. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.06 and shall fail to resign after written request
therefor by the Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee. In addition, in the event that the Company
determines that the Trustee has failed (i) to distribute or cause to be
distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Servicer or the Company) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of clause (ii) above) after
the date on which written notice of such failure, requiring that the same be
remedied, shall have been given to the Trustee by the Company, then the Company
may remove the Trustee and appoint a successor trustee by written instrument
80
delivered as provided in the preceding sentence. In connection with the
appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Company, one complete set to the Trustee so removed and one
complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held by a Custodian,
which shall become the agent of any successor trustee hereunder), and the
Company, the Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
81
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10 all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee, and such separate trustee or co-trustee jointly,
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee,
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Servicer and the Company,
appoint one or more Custodians who, except for Escrow Bank USA, an industrial
loan corporation organized under the laws of the State of Utah, are not
Affiliates of the Company, the Servicer or the Seller to hold all or a portion
of the Mortgage Files as agent for the Trustee, by entering into a Custodial
Agreement; provided, however, that the Trustee may appoint a Custodian that is
an Affiliate of the Company, the Servicer or the Seller if the Trustee receives
written confirmation from each Rating Agency that such appointment will not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
82
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodian (other than the Custodian appointed as of the Closing Date)
shall have a combined capital and surplus of at least $10,000,000. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 00 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx for the purposes of keeping the Certificate Register. The Trustee
will maintain an office at each of the addresses stated in Section 11.05 hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Servicer or Liquidation
of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of
the Company, the Servicer and the Trustee created hereby in respect of the
Certificates (other than the obligation of the Trustee to make certain payments
after the Final Distribution Date to Certificateholders and the obligation of
the Company to send certain notices as hereinafter set forth) shall terminate
upon the last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage
Loan, or
(ii) the purchase by the Servicer of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan remaining in
the Trust Fund at a price equal to 100% of the unpaid principal
balance of each Mortgage Loan or, the fair market value of the
related underlying property of such Mortgage Loan with respect to
Mortgage Loans as to which title has been acquired if such fair
market value is less than such unpaid principal balance (net of
any unreimbursed Advances attributable to principal) on the day
of repurchase plus accrued interest thereon at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of any Modified
Mortgage Loan) to, but not including, the first day of the month
in which such repurchase price is distributed, provided, however,
that in no event shall the trust created hereby continue beyond
the expiration of 21 years from the death of the last survivor of
the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date
hereof and provided further that the purchase price set forth
above shall be increased as is necessary, as determined by the
Servicer, to avoid disqualification of any portion of the REMIC
as a REMIC.
The right of the Servicer to purchase all the assets of the Trust Fund
pursuant to clause (ii) above is conditioned upon the Pool Stated Principal
Balance as of the Final Distribution Date, prior to giving effect to
distributions to be made on such Distribution Date, being less than ten percent
of the Cut-off Date Principal Balance of the Mortgage Loans. If such right is
exercised by the Servicer, the Servicer shall be deemed to have been reimbursed
for the full amount of any unreimbursed Advances theretofore made by it with
83
respect to the Mortgage Loans. In addition, the Servicer, shall provide to the
Trustee the certification required by Section 3.15 and the Trustee and any
Custodian shall, promptly following payment of the purchase price, release to
the Servicer, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.
(b) The Servicer shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Servicer anticipates that the final
distribution will be made to Certificateholders (whether as a result of the
exercise by the Servicer of its right to purchase the assets of the Trust Fund
or otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Servicer (if it is
exercising its right to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to the Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment
of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the
Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, and in the case of the Senior
Certificates and Class M Certificates, that payment will be made
only upon presentation and surrender of the Certificates at the
office or agency of the Trustee therein specified.
If the Servicer is obligated to give notice to Certificateholders as aforesaid,
it shall give such notice to the Certificate Registrar at the time such notice
is given to Certificateholders. In the event such notice is given by the
Servicer, the Servicer shall deposit in the Payment Account before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Fund computed as above provided.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Servicer's election to repurchase, or (ii) if the Servicer elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest for the related Interest Accrual Period thereon and any
previously unpaid Accrued Certificate Interest, subject to the priority set
forth in Section 4.02(a), and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their Certificates for final
payment and cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Payment Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Servicer (if it exercised its right to purchase the
assets of the Trust Fund), or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice any Certificate shall not
have been surrendered for cancellation, the Trustee shall take appropriate steps
as directed by the Servicer to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
84
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Servicer all amounts distributable to
the holders thereof and the Servicer shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Servicer as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The REMIC that comprises the Trust Fund shall be terminated in accordance
with the following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the Servicer have received an Opinion of Counsel (which Opinion
of Counsel shall not be an expense of the Trustee) to the effect that the
failure of the REMIC to comply with the requirements of this Section 9.02 will
not (i) result in the imposition on the Trust Fund of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Servicer shall establish a 90-day liquidation period for the
REMIC and specify the first day of such period in a statement
attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Servicer also shall
satisfy all of the requirements of a qualified liquidation for a
REMIC under Section 860F of the Code and regulations thereunder;
(ii) The Servicer shall notify the Trustee at the commencement of such
90-day liquidation period and, at or prior to the time of making
of the final payment on the Certificates, the Trustee shall sell
or otherwise dispose of all of the remaining assets of the Trust
Fund in accordance with the terms hereof; and
(iii) If the Servicer is exercising its right to purchase the assets of
the Trust Fund, the Servicer shall, during the 90-day liquidation
period and at or prior to the Final Distribution Date, purchase
all of the assets of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and
appoints the Servicer as its attorney-in-fact to adopt a plan of complete
liquidation for the REMIC at the expense of the Trust Fund in accordance with
the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund a
REMIC under the Code and, if necessary, under applicable state law. The assets
of the REMIC are set forth in this Agreement. Such election will be made on Form
1066 or other appropriate federal tax or information return (including Form
8811) or any appropriate state return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued. For the purposes
of the REMIC elections in respect of the Trust Fund, Certificates and interests
to be designated as the "regular interests" and the sole class of "residual
interests" in the REMIC will be set forth in Section 10.03. The REMIC
85
Administrator and the Trustee shall not permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in the REMIC elected in respect
of the Trust Fund other than the "regular interests" and "residual interests" so
designated.
(b) The Closing Date is hereby designated as the "startup day" of the Trust Fund
within the meaning of Section 860G(a)(9) of the Code.
(c) GMAC Mortgage Corporation shall hold a Class R Certificate representing a
0.01% Percentage Interest in the Class R Certificates and shall be designated as
"the tax matters person" with respect to the REMIC in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of the REMIC in relation to any tax matter or controversy involving
the Trust Fund and (ii) represent the Trust Fund in any administrative or
judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability resulting therefrom shall be expenses of the Trust Fund and the
REMIC Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns that it determines are required with respect to the REMIC created
hereunder and deliver such Tax Returns in a timely manner to the Trustee and the
Trustee shall sign and file such Tax Returns in a timely manner. The expenses of
preparing such returns shall be borne by the REMIC Administrator without any
right of reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or omissions. The Trustee
and Servicer shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of the REMIC.
(f) The Servicer and the REMIC Administrator shall take such actions and shall
cause the REMIC created hereunder to take such actions as are reasonably within
the Servicer's or the REMIC Administrator's control and the scope of its duties
more specifically set forth herein as shall be necessary or desirable to
maintain the status of the REMIC as a REMIC under the REMIC Provisions (and the
Trustee shall assist the Servicer and the REMIC Administrator, to the extent
reasonably requested by the Servicer and the REMIC Administrator to do so). The
Servicer and the REMIC Administrator shall not knowingly or intentionally take
any action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably within their respective control that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of any portion of the REMIC as a REMIC or (ii) result in the
imposition of a tax upon the REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the Servicer or
the REMIC Administrator, as applicable, has received an Opinion of Counsel (at
the expense of the party seeking to take such action or, if such party fails to
pay such expense, and the Servicer or the REMIC Administrator, as applicable,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Servicer, the REMIC Administrator or the Trustee) to the effect
that the contemplated action will not, with respect to the REMIC created
hereunder, endanger such status or, unless the Servicer, the REMIC Administrator
or both, as applicable, determine in its or their sole discretion to indemnify
the Trust Fund against the imposition of such a tax, result in the imposition of
86
such a tax. Wherever in this Agreement a contemplated action may not be taken
because the timing of such action might result in the imposition of a tax on the
Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such
action would not impose a tax on the Trust Fund, such action may nonetheless be
taken provided that the indemnity given in the preceding sentence with respect
to any taxes that might be imposed on the Trust Fund has been given and that all
other preconditions to the taking of such action have been satisfied. The
Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Servicer or the REMIC Administrator, as applicable,
has advised it in writing that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the REMIC created hereunder
or any related assets thereof, or causing the REMIC to take any action, which is
not expressly permitted under the terms of this Agreement, the Trustee will
consult with the Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the REMIC, and the Trustee shall not take
any such action or cause the REMIC to take any such action as to which the
Servicer or the REMIC Administrator, as applicable, has advised it in writing
that an Adverse REMIC Event could occur. The Servicer or the REMIC
Administrator, as applicable, may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not expressly permitted by this Agreement, but in no event at the expense
of the Servicer or the REMIC Administrator. At all times as may be required by
the Code, the Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of the REMIC created hereunder as "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of the
REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net
income from foreclosure property" of the REMIC as defined in Section 860G(c) of
the Code, on any contributions to the REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code
or any applicable provisions of state or local tax laws, such tax shall be
charged (i) to the Servicer, if such tax arises out of or results from a breach
by the Servicer of any of its obligations under this Agreement or the Servicer
has in its sole discretion determined to indemnify the Trust Fund against such
tax, (ii) to the Trustee, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under this Article X, or (iii) otherwise
against amounts on deposit in the Custodial Account as provided by Section 3.10
and on the Distribution Date(s) following such reimbursement the aggregate of
such taxes shall be allocated in reduction of the Accrued Certificate Interest
on each Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Servicer shall, for federal income tax purposes,
maintain books and records with respect to the REMIC created hereunder on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Day, neither the Servicer nor the Trustee shall accept
any contributions of assets to the REMIC created hereunder unless (subject to
Section 10.01(f)) the Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the REMIC will not cause the REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding
or subject the REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) Neither the Servicer nor the Trustee shall (subject to Section 10.01(f))
enter into any arrangement by which the REMIC created hereunder will receive a
fee or other compensation for services nor permit the REMIC to receive any
income from assets other than "qualified mortgages" as defined in Section
87
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Certificate
Principal Balance of each Class of Certificates (other than the Class IO
Certificates) representing a regular interest in the REMIC and the rights to the
Class IO Certificates represented by the Class IO Certificate would be reduced
to zero is the Maturity Date for each such Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for the REMIC created hereunder.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or substitute
for any of the Mortgage Loans (except in connection with (i) the default,
imminent default or foreclosure of a Mortgage Loan, including but not limited
to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of the REMIC created hereunder, (iii) the
termination of the REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor
acquire any assets for the REMIC, nor sell or dispose of any investments in the
Custodial Account or the Payment Account for gain nor accept any contributions
to the REMIC after the Closing Date unless it has received an Opinion of Counsel
that such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Servicer has
determined in its sole discretion to indemnify the Trust Fund against such tax,
cause the REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
(n) The Trustee will apply for an employer identification number from the
Internal Revenue Service on a Form SS-4 or any other acceptable method for all
tax entities.
Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Company, the
Servicer and the Trustee for any taxes and costs (including, without limitation,
any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the
Company, the Servicer or the Trustee, as a result of a breach of the REMIC
Administrator's covenants set forth in this Article X with respect to compliance
with the REMIC Provisions, including without limitation, any penalties arising
from the Trustee's execution of Tax Returns prepared by the REMIC Administrator
that contain errors or omissions; provided, however, that such liability will
not be imposed to the extent such breach is a result of an error or omission in
information provided to the REMIC Administrator by the Servicer in which case
Section 10.02(c) will apply.
(c) The Servicer agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company, the REMIC Administrator or the Trustee, as a result of a
breach of the Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Servicer that contain errors or omissions.
88
Section 10.03. Designation of REMIC.
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans) as a REMIC for federal income
tax purposes.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class PO,
Class IO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates, will be "regular interests" in the REMIC, and the Class R
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions (as defined herein) under federal income tax law.
Section 10.04. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time
by the Company, the Servicer and the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be
inconsistent with any other provisions herein or therein or to correct any
error,
(iii)to modify, eliminate or add to any of its provisions to such extent as
shall be necessary or desirable to maintain the qualification of the Trust
Fund as a REMIC at all times that any Certificate is outstanding or to
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim against the Trust Fund, provided
that the Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of
any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account
or the Payment Account or to change the name in which the Custodial Account
is maintained, provided that (A) the Payment Account Deposit Date shall in
no event be later than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (C) such change
shall not result in a reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect,
89
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any
other provision hereof restricting transfer of the Class R Certificates, by
virtue of their being the "residual interests" in a REMIC, provided that
(A) such change shall not result in reduction of the rating assigned to any
such Class of Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect, and (B) such
change shall not (subject to Section 10.01(f)), as evidenced by an Opinion
of Counsel (at the expense of the party seeking so to modify, eliminate or
add such provisions), cause the REMIC created hereunder or any of the
Certificateholders (other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a Permitted Transferee,
(vi) to make any other provisions with respect to matters or questions arising
under this Agreement or such Custodial Agreement which shall not be
materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder, or
(vii)to amend any provision herein or therein that is not material to any of
the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from time to
time by the Company, the Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which
are required to be distributed on any Certificate without the consent of
the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class then
outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Servicer, the Company or the Trustee in
accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the REMIC to fail to qualify as a REMIC at any
time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall furnish
written notification of the substance of such amendment to the Custodian and
each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
90
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee (pursuant to the request
of Holders of Certificates entitled to at least 25% of the Voting Rights), but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
of any Class evidencing in the aggregate not less than 25% of the related
Percentage Interests of such Class, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
91
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if sent by facsimile or if personally delivered
at or mailed by registered mail, postage prepaid (except for notices to the
Trustee which shall be deemed to have been duly given only when received), to
the appropriate address for each recipient listed in the table below or, in each
case, such other address as may hereafter be furnished in writing to the
Servicer, the Trustee and the Company, as applicable:
Recipient Address
Company 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President
Servicer 000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000,
Attention: President
Trustee 0 Xxxx Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Fitch Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's 00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section 11.06. Required Notices to Rating Agency and Subservicer.
The Company, the Servicer or the Trustee, as applicable, shall notify
each Rating Agency and the Subservicer at such time as it is otherwise required
pursuant to this Agreement to give notice of the occurrence of, any of the
events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
92
(c) the termination or appointment of a successor Servicer or Trustee or a
change in the majority ownership of the Trustee,
(d) the filing of any claim under the Servicer's blanket fidelity bond and the
errors and omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03, which statements shall be mailed to each
Rating Agency via first class mail,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Servicer to make an
Advance pursuant to Section 4.04, and
(h) the occurrence of the Final Distribution Date,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d) or (g) above, the Servicer shall provide prompt written
notice to each Rating Agency and the Subservicer of any such event known to the
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Servicer and the Trustee; provided, that neither the Servicer
nor the Trustee shall withhold their consent thereto if their respective
interests would not be materially adversely affected thereby. To the extent that
the terms of the Supplemental Article do not in any way affect any provisions of
this Agreement as to any of the Certificates initially issued hereunder, the
adoption of the Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
93
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
Section 11.09. Allocation of Voting Rights.
98% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class IO Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1% of all Voting Rights shall be allocated among the Holders of
the Class IO Certificates, in accordance with their respective Percentage
Interests; and 1% of all Voting Rights shall be allocated among the Holders of
the Class R Certificates, in accordance with their respective Percentage
Interests.
Section 11.10. Non Petition.
The Company, the Seller, the Servicer and the Trustee, by entering into
this Agreement, and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against the Trust
Fund, or join in any institution against the Trust Fund of, any bankruptcy
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligation with respect to the Certificates or this
Agreement.
94
IN WITNESS WHEREOF, the Company, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By:
-------------------------------
Name:
Title:
GMAC MORTGAGE CORPORATION
By:
-------------------------------
Name:
Title:
BANK ONE, NATIONAL ASSOCIATION.,
as Trustee
By:
-------------------------------
Name:
Title:
95
STATE OF )
-----------------------------------
) ss.:
COUNTY OF )
-----------------------------
On the ___th day of April, 2001 before me, a notary public in and for
said State, personally appeared ______________, known to me to be a
______________ of Residential Asset Mortgage Products, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF )
-----------------------------------
) ss.:
COUNTY OF )
-----------------------------
On the ___th day of April, 2001 before me, a notary public in and for
said State, personally appeared ______________, known to me to be a
______________ of GMAC Mortgage Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF )
-----------------------------------
) ss.:
COUNTY OF )
-----------------------------
On the ___th day of April, 2001 before me, a notary public in and for
said State, personally appeared ______________, known to me to be a[n]
______________ of Bank One, National Association, a national banking
association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation, and acknowledged
to me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 [____]% Pass-Through Rate
Class A- ___ Senior Aggregate Initial Certificate Principal
Balance of the Class A- ________Certificates:
Date of Pooling and Servicing Initial Certificate Principal Balance of this
Agreement : Certificate: $_____________
April 26, 2001
CUSIP _________-
Cut-off Date:
April 1, 2001
First Distribution Date:
May 25, 2001
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2031
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-J2
evidencing a percentage interest in the distributions allocable
to the Class A-__ Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
A-1-1
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class A- , both as specified above)
in certain distributions with respect to the Trust Fund consisting primarily of
an interest in a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Asset Mortgage Products, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Servicer and Bank One,
National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class A- Certificates
on such Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Chicago,
Illinois. [The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
A-1-2
the Servicer, to the extent provided in the Agreement, from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Payment Account created for the benefit of Certificateholders
may be made by the Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
A-1-3
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-1-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 26, 2001 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A- Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
----------------------------------------
Authorized Signatory
A-1-5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within GMACM
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________ for the account of _____________________,
account number _________________, or, if mailed by check, to
___________________________________. Applicable statements should be mailed to
______________________________.
This information is provided by _______________________, the assignee named
above, or ________________________, as its agent.
X-0-0
XXXXXXX X-0
FORM OF CLASS IO CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
Certificate No. 1 Variable Pass-Through Rate based on a
Notional Amount
Class IO Senior
[Percentage Interest: _______%]
Date of Pooling and Servicing
Agreement : [________] Initial Pass-Through Rate based on
April 26, 2001 a Notional Amount
Cut-off Date: CUSIP _________-_____
April 1, 2001
First Distribution Date:
May 25, 2001
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2031
A-2-1
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-J2
evidencing a percentage interest in the distributions allocable
to the Class IO Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that GMAC MORTGAGE CORPORATION is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of an interest in a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Asset Mortgage Products, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as specified above (the "Agreement") among the Company, the Servicer and Bank
One, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest
required to be distributed to Holders of Class IO Certificates on such
Distribution Date. The Notional Amount as of any date of determination is equal
to the Stated Principal Balance of the Mortgage Loans. The Class IO Certificates
have no Certificate Principal Balance.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Chicago,
Illinois. The Class IO Notional Amount of this Certificate is set forth above.
A-2-2
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
the Servicer, to the extent provided in the Agreement, from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Payment Account created for the benefit of Certificateholders
may be made by the Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
A-2-3
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-2-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 26, 2001 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
----------------------------------------
Authorized Signatory
A-2-5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within GMACM
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________ for the account of _____________________,
account number _________________, or, if mailed by check, to
___________________________________. Applicable statements should be mailed to
______________________________.
This information is provided by _______________________, the assignee named
above, or ________________________, as its agent.
EXHIBIT A-3
FORM OF CLASS PO CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
Certificate No. 1 0.00% Pass-Through Rate
Class PO Senior Aggregate Initial Certificate Principal
Balance of the Class PO Certificates: $[ ]
Date of Pooling and Servicing
Agreement : Initial Certificate Principal
April 26, 2001 Balance of this Certificate:
$[ ______________________]
Cut-off Date:
April 26, 2001 CUSIP ________-
First Distribution Date:
May 25, 2001
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2031
A-3-1
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-J2
evidencing a percentage interest in the distributions allocable
to the Class PO Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that GMAC MORTGAGE CORPORATION is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate Principal Balance of all Class PO Certificates,
both as specified above) in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Company," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Servicer and Bank One, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of principal
required to be distributed to Holders of Class PO Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Chicago,
Illinois. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.
A-3-2
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
the Servicer, to the extent provided in the Agreement, from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Payment Account created for the benefit of Certificateholders
may be made by the Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
A-3-3
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-3-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 26, 2001 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class PO Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
----------------------------------------
Authorized Signatory
A-3-5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within GMACM Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
_______________________________________________________________________
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________ for the account of _____________________,
account number _________________, or, if mailed by check, to
___________________________________. Applicable statements should be mailed to
______________________________.
This information is provided by _______________________, the assignee named
above, or ________________________, as its agent.
A-3-6
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Any Transferee of this Certificate will be deemed to have represented by
virtue of its purchase or holding of this Certificate (or interest herein) that
EITHER (a) such Transferee is not an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan assets" of any Plan (a "plan investor"), (B) it has
acquired and is holding such Certificate in reliance on Prohibited Transaction
Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE
97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE 2000-58, 65 Fed. Reg. 67765
(November 13, 2000) (the "RFC Exemption"), and that it understands that there
are certain conditions to the availability of the RFC Exemption including that
such Certificate must be rated, at the time of purchase, not lower than "BBB-"
(or its equivalent) by Standard & Poor's, Fitch or Xxxxx'x or (C) (I) the
transferee is an insurance company, (II) the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and (iii) the CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60
HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "cOMPLYING
INSURANCE COMPANY).
B-1
If this Certificate (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY
PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING
PARAGRAPH, THEN THE LAST preceding Transferee that either (i) is not a Plan
Investor, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION,
or (iiI) is a Complying Insurance Company shall be restored, to the extent
permitted by law, to all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of this Certificate. The Trustee shall
be under no liability to any Person for making any payments due on this
Certificate to such preceding Transferee.
Any purported Certificate Owner whose acquisition or holding of this
Certificate (or interest herein) was effected in violation of the restrictions
in Section 5.02(e) of the Pooling and Servicing Agreement shall indemnify and
hold harmless the Company, the Trustee, the Servicer, any Subservicer, and the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.
Certificate No. 1 6.75% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
Date of Pooling and Servicing of the Class M-[ ] Certificates:
Agreement: $[_______________________]
April 26, 2001
Initial Certificate Principal
Cut-off Date: Balance of this Certificate:
April 1, 2001 $[________________________]
First Distribution Date: CUSIP: ________-________
May 27, 2001
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2031
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2001-J2
evidencing a percentage interest in any distributions allocable to the
Class M- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
B-2
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class M- Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Asset Mortgage
Products, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Servicer and Bank One, National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class M- Certificates
on such Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Chicago,
Illinois. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of the distributions allocable to principal and any Realized Losses
allocable hereto.
As described above, no transfer of this Class M Certificate will
be made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
B-3
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
the Servicer, to the extent provided in the Agreement, from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Payment Account created for the benefit of Certificateholders
may be made by the Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
B-4
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 26, 2001 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M- Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
----------------------------------------
Authorized Signatory
B-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within GMACM
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
______________________
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________ for the account of _____________________,
account number _________________, or, if mailed by check, to
___________________________________. Applicable statements should be mailed to
______________________________.
This information is provided by _______________________, the assignee named
above, or ________________________, as its agent.
B-7
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN
THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No. 1 6.75% Pass-Through Rate
Class B- ____Subordinate Aggregate Certificate Principal Balance of
the Class B- ____ Certificates as of the
Date of Pooling and Servicing Cut-off Date:
Agreement: $[_____________________]
April 26, 2001
Initial Certificate Principal
Cut-off Date: Balance of this Certificate:
April 1, 2001 $[_____________________]
First Distribution Date:
May 25, 2001
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2031
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2001-J2
evidencing a percentage interest in any distributions allocable to the
Class B- Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
C-1
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that [_____________________________] is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B- Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Asset Mortgage Products, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as specified above (the "Agreement") among the Company, the Servicer and Bank
One, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Chicago,
Illinois. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of the distributions allocable to principal and any Realized Losses
allocable hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
C-2
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Servicer and the Certificate Registrar acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require either (i) an opinion of
counsel acceptable to and in form and substance satisfactory to the Trustee, the
Company and the Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
the Servicer, to the extent provided in the Agreement, from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Payment Account created for the benefit of Certificateholders
may be made by the Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
C-3
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 26, 2001 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B- Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
----------------------------------------
Authorized Signatory
C-5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within GMACM
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
----------------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________ for the account of _____________________,
account number _________________, or, if mailed by check, to
___________________________________. Applicable statements should be mailed to
______________________________.
This information is provided by _______________________, the assignee named
above, or ________________________, as its agent.
C-6
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
D-1
Certificate No. 1 6.75% Pass-Through Rate
Class R Senior Aggregate Initial Certificate Principal
Balance of the Class R Certificates: $100.00
Date of Pooling and Servicing
Agreement: Initial Certificate Principal
April 26, 2001 Balance of this Certificate:
$[ ___________________ ]
Cut-off Date:
April 1, 2001 Percentage Interest:
________________%
First Distribution Date:
May 25, 2001 CUSIP
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
June 25, 2031
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2001-J2
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that [ ] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Asset Mortgage Products, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Servicer and Bank One,
National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
D-2
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class R Certificates
on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to
be bound by the restrictions set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Chicago,
Illinois. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto. Notwithstanding the reduction of the Certificate Principal Balance
hereof to zero, this Certificate will remain outstanding under the Agreement and
the Holder hereof may have additional obligations with respect to this
Certificate, including tax liabilities, and may be entitled to certain
additional distributions hereon, in accordance with the terms and provisions of
the Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
D-3
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
the Servicer, to the extent provided in the Agreement, from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Payment Account created for the benefit of Certificateholders
may be made by the Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
D-4
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 26, 2001 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
----------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
----------------------------------------
Authorized Signatory
D-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within GMACM
Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
-------------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________ for the account of _____________________,
account number _________________, or, if mailed by check, to
___________________________________. Applicable statements should be mailed to
______________________________.
This information is provided by _______________________, the assignee named
above, or ________________________, as its agent.
D-7
EXHIBIT E
MORTGAGE LOAN SCHEDULE
2001 - J2
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
9716341 7.5 304000 170580.93 170826.02 01/01/1994
WASHINGTON DEPOT CT 11/30/1993 360 Second Home Purchase
067940000 Standard N 36982 54.28
1312.75 12/01/2023 04/01/2001 0
120885900 7.375
508000 508000 508000 05/01/2001
TUCSON AZ 03/15/2001 360 Primary Refinance
857450000 Residence
Standard N 36982 55.2174
3508.63 04/01/2031 04/01/2001 0
121703706 8.25 493150 490433.93 490791.71 10/01/2000
LOS GATOS 09/08/1999 349 Primary Construction-Perma
Residence nent
950330000 Standard N 36951 71.1849
3731.97 10/01/2029 04/01/2001 0
124177809 8.375
CROWNSVILLE 470000 469117.42 469413.64 02/01/2001
12/20/2000 360 Primary Purchase
210320000 Standard N 36982 73.1899
3572.34 01/01/2031 04/01/2001 0
127656205 7.875 500000 498874.57 499252.17 02/01/2001
CLIO 01/11/2000 349 Primary Construction-Perma
961060000 Standard N 36982 72.4638
3653.94 02/01/2030 04/01/2001 0
412399230 6.875 303000 302745.45 303000 04/01/2001
SOUTH HACKENSACK
076060000 02/20/2001 360 Primary Refinance
Standard N 36982 87.83
1990.49 03/01/2031 04/01/2001 0
450303631 7.75 230000 217428.4 217670.36 02/01/1996
CAMBRIA CA 12/27/1995 360 Primary Purchase
934282506 Standard N 36982 73.01
1647.75 01/01/2026 04/01/2001 0
450487681 7.75
322500 297435.9 297971.93 09/01/1996
LOS ANGELES CA 07/24/1996 360 Primary Refinance
900561415 Residence
Alternative N 36982 64.5
2310.43 08/01/2026 04/01/2001 0
450627534 7.75 254600 243950.46 244197.34 03/01/1997
PALMDALE 01/23/1997 360 Primary Purchase
Residence
935514707 Alternative N 36951 95
1823.99 02/01/2027 04/01/2001 0
450800198 7.75
LOS ANGELES 248950 238686.12 238926.56 09/01/1997
07/31/1997 360 Primary Refinance
900430000 Alternative Lite N 36982 76.6
1783.51 08/01/2027 04/01/2001 0
500467501 7.5 500000 498628.92 500000 04/01/2001
WILLIAMSBURG 02/16/2001 360 Primary Purchase
231880000 Select N 36982 65.445
3496.08 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
500530902 7.125 476000 475177.61 475590.02 03/01/2001
UNIVERSITY PARK TX 02/02/2000 349 Primary Construction-Perma
752250000 Standard N 36951 80
3236.23 03/01/2030 04/01/2001 0
500823406 7.25
581250 581250 581250 05/01/2001
SYRACUSE IN 03/16/2001 360 Primary Refinance
465670000 Residence
Select N 36982 75
3965.15 04/01/2031 04/01/2001 0
502180607 8.125 260400 259490.65 259674.98 12/01/2000
XXXXXXXX 03/24/2000 353 Primary Construction-Perma
Residence nent
484380000 Standard N 36982 89.9814
1942.55 04/01/2030 04/01/2001 0
503265902 8.375
PLYMOUTH 338650 338439.5 338650 04/01/2001
02/13/2001 360 Primary Purchase
481700000 Standard N 36982 79.9929
2573.99 03/01/2031 04/01/2001 0
503618209 8 320450 319548.85 319776.39 01/01/2001
BRIGHTON 06/06/2000 355 Primary Construction-Perma
481160000 Select N 36982 79.9935
2359.38 07/01/2030 04/01/2001 0
504040908 7.25 316000 316000 316000 05/01/2001
PARSIPANNY
079500000 03/15/2001 360 Primary Purchase
Standard N 36982 80
2155.68 04/01/2031 04/01/2001 0
505123604 7.25 396000 396000 396000 05/01/2001
XXXX XXXXX PA 03/02/2001 360 Primary Purchase
193420000 Standard N 36982 79.9811
2701.42 04/01/2031 04/01/2001 0
505866202 8.375
345000 345000 345000 05/01/2001
OAKLAND TWP MI 03/13/2001 360 Primary Purchase
482630000 Residence
Select N 36982 72.3974
2622.25 04/01/2031 04/01/2001 0
506011709 7.375 340280 340280 340280 05/01/2001
XXXXXX 03/12/2001 360 Primary Purchase
Residence
801340000 Standard N 36982 95.0001
2350.23 04/01/2031 04/01/2001 0
506542505 7
ELLISVILLE 426900 426900 426900 05/01/2001
03/07/2001 360 Primary Purchase
630210000 Select N 36982 79.9921
2840.18 04/01/2031 04/01/2001 0
506600709 7.25 445950 445602.11 445950 04/01/2001
LEESBURG 02/28/2001 360 Primary Purchase
201760000 Relocation N 36982 84.9971
3042.17 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
506726405 7.875 439621.6 439040.12 439621.6 04/01/2001
NORTH HAMPTON NH 02/27/2001 360 Primary Purchase
038620000 Standard N 36982 80
3187.57 03/01/2031 04/01/2001 0
507194900 7.5
376000 376000 376000 05/01/2001
BEVERLY MA 03/30/2001 360 Primary Purchase
019150000 Residence
Standard N 36982 80
2629.05 04/01/2031 04/01/2001 0
507203305 7.75 337400 337400 337400 05/01/2001
FT XXXXXXX 03/12/2001 360 Primary Purchase
Residence
805280000 Standard N 36982 89.9995
2417.18 04/01/2031 04/01/2001 0
507668705 7.25
FRASER 448800 448800 448800 05/01/2001
03/09/2001 360 Second Home Purchase
804420000 Standard N 36982 80
3061.61 04/01/2031 04/01/2001 0
508042108 7.875 552500 551351.81 551737.05 02/01/2001
XXXXXXX 12/21/2000 360 Primary Refinance
838370000 Standard N 36951 85
4006.01 01/01/2031 04/01/2001 0
508226602 8 332000 332000 332000 05/01/2001
MAMARONECK
105430000 03/02/2001 360 Primary Purchase
Standard N 36982 80
2436.1 04/01/2031 04/01/2001 0
508332806 7 387100 387100 387100 06/01/2001
YORK TOWNSHIP MI 04/04/2001 360 Primary Purchase
481600000 Select N 37012 79.9803
2575.39 05/01/2031 04/01/2001 315.47
508514908 7.375
343544 343019.56 343282.58 03/01/2001
ARGYLE TX 01/25/2001 360 Primary Refinance
762260000 Residence
Standard N 36951 82.7817
2372.78 02/01/2031 04/01/2001 0
508531902 7.5 332000 331047.34 331575 03/01/2001
FULLERTON 01/31/2001 360 Primary Purchase
Residence
928330000 Standard N 36982 80
2321.4 02/01/2031 04/01/2001 0
508662905 7.875
OCEAN CITY 400000 399724.72 399447.63 04/01/2001
02/02/2001 360 Second Home Purchase
082260000 Stated Income N 37012 53.3333
2900.28 03/01/2031 04/01/2001 0
508682903 7.75 465000 464571.8 465000 04/01/2001
CASTLE ROCK 02/15/2001 360 Primary Refinance
801040000 Standard N 36982 62.4161
3331.32 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
508694106 8.625 399950 399713.86 399713.86 04/01/2001
LONG BEACH CA 02/23/2001 360 Primary Refinance
908030000 Standard N 36982 69.5565
3110.78 03/01/2031 04/01/2001 0
508718400 8
1000000 999329.02 1000000 04/01/2001
KING CITY CA 02/15/2001 360 Primary Refinance
939300000 Residence
Select N 36982 58.8235
7337.65 03/01/2031 04/01/2001 0
508738200 7.625 605000 604121.44 604562.11 03/01/2001
XXXX POINT 01/26/2001 360 Primary Refinance
Residence
926290000 Standard N 36982 40.3333
4282.16 02/01/2031 04/01/2001 0
508877305 0.000
XXXXXXXX 325000 324740.1 325000 04/01/2001
02/21/2001 360 Primary Purchase
930210000 Select N 36982 77.039
2189.59 03/01/2031 04/01/2001 0
508916905 7.125 280000 279550.83 279776.08 03/01/2001
NAVASOTA 01/18/2001 360 Primary Refinance
778680000 Standard N 36982 67.4699
1886.42 02/01/2031 04/01/2001 0
508973906 7.625 278660 278348.31 278660 04/01/2001
POMPTON PLAINS
074440000 02/27/2001 360 Primary Refinance
Stated Income N 36982 61.9244
1972.34 03/01/2031 04/01/2001 0
509065900 7.375 350000 350000 350000 05/01/2001
PLYMOUTH TWP MI 03/21/2001 360 Primary Refinance
481700000 Standard N 36982 51.4706
2417.37 04/01/2031 04/01/2001 0
509154704 7.625
476000 475655.48 475655.48 04/01/2001
XXXXXX XXXX XX 00/00/0000 360 Primary Purchase
801040000 Residence
Standard N 36982 80
3369.1 03/01/2031 04/01/2001 0
509247904 7.625 324595 324595 324595 05/01/2001
OAKLEY 03/09/2001 360 Primary Purchase
Residence
945610000 Standard N 36982 86.7757
2297.47 04/01/2031 04/01/2001 0
509269205 7.375
NEWARK 295000 294775.52 295000 04/01/2001
02/27/2001 360 Primary Refinance
945600000 Standard N 36951 60.2041
2037.5 03/01/2031 04/01/2001 0
509274700 7.625 426300 425680.94 425680.94 03/01/2001
WEST BLOOMFIELD 01/26/2001 360 Primary Refinance
483230000 Select N 36982 28.42
3017.33 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
509304903 7.5 500000 499628.92 500000 04/01/2001
TUSTIN RANCH CA 02/14/2001 360 Primary Purchase
927820000 Select N 36982 61.4052
3496.08 03/01/2031 04/01/2001 0
509326708 7.375
400000 399695.62 400000 04/01/2001
FRANKFORT IL 02/14/2001 360 Primary Purchase
604230000 Residence
Select N 36982 49.6894
2762.71 03/01/2031 04/01/2001 0
509445706 7.5 360000 359682.82 360000 04/01/2001
CARMEL VALLEY 02/21/2001 360 Primary Refinance
Residence
939240000 Standard N 36982 51.4286
2517.18 03/01/2031 04/01/2001 0
509477204 7.875
XXXXXXXX XX 000000 649487.72 649935 04/01/2001
02/02/2001 360 Second Home Purchase
051550000 Standard N 36982 65
4712.48 03/01/2031 04/01/2001 0
509487203 7.625 319000 318769.11 319000 04/01/2001
FAIRFIELD 02/21/2001 360 Primary Refinance
070040000 Standard N 36982 79.9499
2257.87 03/01/2031 04/01/2001 0
509509907 7.875 58000 57919.89 57960.08 04/01/2001
YORK
174040000 02/02/2001 360 Primary Refinance
Stated Income N 37012 44.6154
420.55 03/01/2031 04/01/2001 0
509534608 7.25 375000 374413.15 374707.46 03/01/2001
SANTA BARBARA CA 01/26/2001 360 Primary Purchase
931110000 Select N 36982 77.3196
2558.17 02/01/2031 04/01/2001 0
509541900 7.125
344000 343724.9 344000 04/01/2001
BEDFORD NH 02/21/2001 360 Primary Refinance
031100000 Residence
Standard N 36951 80
2317.6 03/01/2031 04/01/2001 0
509548004 7 479900 479506.63 479900 04/01/2001
STERLING 03/01/2001 360 Primary Purchase
Residence
201655135 VIP Relocation N 36951 79.9967
3192.79 03/01/2031 04/01/2001 0
509618005 7.875
SALINE 511700 511058.03 511700 04/01/2001
02/22/2001 360 Primary Refinance
481760000 Standard N 36982 79.704
3710.19 03/01/2031 04/01/2001 0
509632105 7.625 300000 299756.25 300000 04/01/2001
WINCHESTER 02/06/2001 360 Primary Refinance
018900000 Standard N 36982 46.1538
2123.39 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
509643201 7.875 377800 377512.19 377800 04/01/2001
NEWBURY MA 02/05/2001 360 Primary Refinance
019510000 Standard N 36982 74.5168
2739.32 03/01/2031 04/01/2001 0
509659306 7.375
308000 307765.64 308000 04/01/2001
WHEATON IL 02/06/2001 360 Primary Refinance
601870000 Residence
Standard N 36982 80
2127.28 03/01/2031 04/01/2001 0
509673802 7.625 329800 329561.29 329561.29 04/01/2001
WESTON 02/26/2001 360 Primary Purchase
Residence
333270000 Select N 36982 79.9893
2334.31 03/01/2031 04/01/2001 0
509677704 7.75
CLARKSTON 345000 344694.77 345000 04/01/2001
02/02/2001 360 Primary Refinance
483480000 Select N 36982 63.3028
2471.63 03/01/2031 04/01/2001 0
509688602 7.75 320000 319774.15 320000 04/01/2001
CENTERVILLE 02/08/2001 360 Primary Refinance
026320000 Standard N 36982 77.4818
2292.52 03/01/2031 04/01/2001 0
509691101 7.5 478800 478800 478800 05/01/2001
XXXXX XXXXX
928860000 03/29/2001 360 Primary Purchase
Standard Y 36982 80
3347.84 04/01/2031 04/01/2001 0
509718409 7.625 340000 339753.92 339753.92 04/01/2001
CANTON MI 02/01/2001 360 Primary Refinance
481880000 Select N 36982 80
2406.5 03/01/2031 04/01/2001 0
509750501 7.5
400150 399554.2 400150 03/01/2001
ROCKVILLE MD 02/01/2001 360 Primary Refinance
208503715 Residence
Streamline N 36982 61.5615
2797.91 02/01/2031 04/01/2001 0
509758207 7.5 292000 292000 292000 05/01/2001
XXXXXXX 03/28/2001 360 Primary Refinance
Residence
019150000 Standard N 36982 84.6377
2041.71 04/01/2031 04/01/2001 0
509769303 7.5
XXXXX XXXX 000000 339148.11 339400 04/01/2001
02/08/2001 360 Primary Refinance
483830000 Select N 36951 77.1364
2373.14 03/01/2031 04/01/2001 0
509774204 7.5 320000 319762.51 320000 04/01/2001
SACRAMENTO 02/20/2001 360 Primary Purchase
958160000 Standard N 36982 80
2237.49 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
509780508 7.75 290017.6 289812.9 290017.6 04/01/2001
PORTSMOUTH NH 03/01/2001 360 Primary Purchase
038010000 Standard N 36982 80
2077.73 03/01/2031 04/01/2001 0
509819801 7.75
330000 329767.08 330000 04/01/2001
KENOSHA WI 02/05/2001 360 Primary Refinance
531420000 Residence
Standard N 36982 68.323
2364.17 03/01/2031 04/01/2001 0
509823209 7.75 441600 441288.32 441288.32 04/01/2001
LEXINGTON 02/07/2001 360 Primary Purchase
Residence
024210000 Standard N 36982 80
3163.68 03/01/2031 04/01/2001 0
509823308 8.125
CENTERBROOK 315000 314288.41 314288.41 03/01/2001
01/30/2001 300 Primary Refinance
064090000 Streamline N 36982 67.0213
2457.37 02/01/2026 04/01/2001 0
509834206 7.75 326800 326569.34 326800 04/01/2001
SAN XXXXXX 02/21/2001 360 Primary Refinance
949010000 Standard N 36982 43.5733
2341.24 03/01/2031 04/01/2001 0
509836805 7.75 1000000 998583.84 999294.2 03/01/2001
BLOOMFIELD HILLS
483020000 01/26/2001 360 Primary Refinance
Streamline N 36982 57.1429
7164.13 02/01/2031 04/01/2001 0
509851309 7.75 565000 564058.52 564460.77 04/01/2001
AUSTIN TX 02/21/2001 360 Primary Refinance
787460000 Standard N 36982 73.3766
4047.73 03/01/2031 04/01/2001 0
509887303 7.625
325000 325000 325000 05/01/2001
RANDOLPH NJ 03/06/2001 360 Primary Refinance
078690000 Residence
Standard N 36982 74.7126
2300.33 04/01/2031 04/01/2001 0
509910709 7.875 422200 421527.25 421817.81 04/01/2001
BARRINGTON 03/07/2001 360 Primary Refinance
Residence
600100000 Streamline N 36982 79.5104
3061.25 03/01/2031 04/01/2001 0
509918306 7.375
NORTHRIDGE 369000 369000 369000 05/01/2001
03/24/2001 240 Primary Refinance
913260000 Standard N 36982 61.5
2944.5 04/01/2021 04/01/2001 0
509951703 7.625 279050 279050 279050 05/01/2001
INDIANAPOLIS 03/09/2001 360 Primary Refinance
462360000 Standard N 36982 81.3557
1975.1 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
509974200 7.875 424000 423701.2 424000 04/01/2001
EASTPORT ME 02/02/2001 360 Second Home Purchase
046310000 Standard N 36982 80
3074.3 03/01/2031 04/01/2001 0
509975108 7.75
561500 560353.69 561500 04/01/2001
OCEOLA TOWNSHIP MI 02/12/2001 360 Primary Refinance
488430000 Residence
Select N 36982 70.1875
4022.66 03/01/2031 04/01/2001 0
509995106 7.75 418100 417804.91 418100 04/01/2001
ROCHESTER HILLS 02/09/2001 360 Primary Refinance
Residence
483070000 Select N 36982 72.713
2995.32 03/01/2031 04/01/2001 0
509997904 7.625
WILMINGTON 600000 599312.5 600000 04/01/2001
02/28/2001 360 Primary Purchase
284030000 Select N 36982 80
4246.77 03/01/2031 04/01/2001 0
509998803 7.75 325600 325600 325600 05/01/2001
XXXX 03/30/2001 360 Primary Refinance
600130000 Streamline N 36982 80
2332.64 04/01/2031 04/01/2001 0
510000201 7 367900 367598.43 367900 04/01/2001
BUFFALO
142210000 02/15/2001 360 Primary Purchase
Select N 36982 79.9957
2447.65 03/01/2031 04/01/2001 0
510008808 7.625 496900 496016.33 496900 04/01/2001
ST SIMONS'S GA 02/27/2001 240 Second Home Refinance
ISLAND 315220000 Select N 36982 62.1125
4041.06 03/01/2021 04/01/2001 0
510017403 7.875
343450 342975.71 343213.63 03/01/2001
ELMHURST IL 02/05/2001 360 Primary Refinance
601263551 Residence
Standard N 36951 76.6629
2490.26 02/01/2031 04/01/2001 0
510036007 7.5 650000 649517.6 650000 04/01/2001
MINNTEONKA 02/23/2001 360 Primary Refinance
Residence
553050000 Select N 36982 42.623
4544.9 03/01/2031 04/01/2001 0
510042807 7.125
LEXINGTON 348500 348140.11 348419.28 04/01/2001
02/15/2001 360 Primary Refinance
290720000 Streamline N 36951 75.9259
2347.91 03/01/2031 04/01/2001 0
510048606 7.875 612000 611578.82 612000 04/01/2001
TRUCKEE 02/17/2001 360 Primary Refinance
961610000 Stated Income N 36982 49.9592
4437.43 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
510064702 7.25 459400 458966.22 459400 04/01/2001
HAMILTON MA 02/02/2001 360 Primary Refinance
019360000 Standard N 36982 79.8957
3133.92 03/01/2031 04/01/2001 0
510080906 7.625
567000 566589.61 567000 04/01/2001
KAILUA HI 02/19/2001 360 Primary Refinance
967340000 Residence
Standard N 36982 79.0795
4013.2 03/01/2031 04/01/2001 0
510111800 7.625 295000 294786.48 295000 04/01/2001
PORT HURON 02/16/2001 360 Primary Refinance
Residence
480600000 Standard N 36982 79.7297
2088 03/01/2031 04/01/2001 0
510111909 7.75
NORWELL 350000 350000 350000 05/01/2001
03/30/2001 360 Primary Purchase
020610000 Standard N 36982 74.4681
2507.45 04/01/2031 04/01/2001 0
510115306 7.625 183750 183617 183750 04/01/2001
NEW MILFORD 02/21/2001 360 Primary Purchase
076460000 Stated Income N 36982 75
1300.58 03/01/2031 04/01/2001 0
510120306 7.875 150000 149896.77 149896.77 04/01/2001
NORTH SALEM
105600000 02/28/2001 360 Primary Purchase
Stated Income N 36982 50.1672
1087.61 03/01/2031 04/01/2001 0
510153802 7.75 424700 424400.24 424700 04/01/2001
WINCHESTER MA 02/12/2001 360 Primary Refinance
018900000 Standard N 36982 49.9647
3042.61 03/01/2031 04/01/2001 0
510154602 7.75
316800 316576.4 316800 04/01/2001
ELIOT ME 02/07/2001 360 Primary Refinance
039030000 Residence
Standard N 36982 80
2269.6 03/01/2031 04/01/2001 0
510160708 7.875 550000 549621.49 550000 04/01/2001
MIAMI 02/14/2001 360 Primary Purchase
Residence
331330000 Standard N 36982 79.8258
3987.89 03/01/2031 04/01/2001 0
510180805 7.375
RYDAL 432000 432000 432000 05/01/2001
03/20/2001 360 Primary Refinance
190460000 Standard N 36982 79.2661
2983.72 04/01/2031 04/01/2001 0
510191000 7.625 495000 494641.73 495000 04/01/2001
PLEASANT RIDGE 03/02/2001 360 Primary Refinance
480690000 Standard N 36982 79.2
3503.58 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
510193907 7.375 302195 301965.05 302195 04/01/2001
BELLEVUE WA 03/12/2001 360 Primary Refinance
980080000 Streamline N 36982 75.5488
2087.19 03/01/2031 04/01/2001 0
510211204 7.75
309300 308773.17 308773.17 03/01/2001
ROCHESTER MI 02/05/2001 360 Primary Refinance
483064821 Residence
Standard N 36982 77.325
2215.87 02/01/2031 04/01/2001 0
510224009 7.75 378000 377733.21 378000 04/01/2001
LEXINGTON 02/16/2001 360 Primary Purchase
Residence
024210000 Standard N 36982 90
2708.04 03/01/2031 04/01/2001 0
510235807 7.5
LAKE PLACID 400000 400000 400000 05/01/2001
03/23/2001 360 Primary Purchase
129460000 Standard N 36982 67.2269
2796.86 04/01/2031 04/01/2001 0
510244502 7.625 437850 437533.09 437850 04/01/2001
HUNTINGTON BEACH 02/09/2001 360 Primary Refinance
926480000 Standard N 36982 64.8667
3099.08 03/01/2031 04/01/2001 0
510260706 7.75 468750 468419.15 468419.15 04/01/2001
PALM BEACH
GARDENS 334180000 02/23/2001 360 Second Home Refinance
Select N 36982 75
3358.19 03/01/2031 04/01/2001 0
510304603 7.625 648000 647530.99 648000 04/01/2001
XXXXXX XXXXX XX 00/00/0000 360 Primary Purchase
801040000 Select N 36982 80
4586.51 03/01/2031 04/01/2001 0
510320708 7.875
364800 364548.94 364548.94 04/01/2001
GROSSE ILE MI 02/19/2001 360 Primary Purchase
481380000 Residence
Standard N 36982 95
2645.06 03/01/2031 04/01/2001 0
510326507 7.5 597000 597000 597000 05/01/2001
BOXBOROUGH 03/21/2001 360 Primary Refinance
Residence
017190000 Select N 36982 76.5385
4174.32 04/01/2031 04/01/2001 0
510340409 7.375
SANTA XXXX 355000 354156.24 354429.87 03/01/2001
02/09/2001 360 Primary Refinance
954010000 Standard N 36951 59.6639
2451.9 02/01/2031 04/01/2001 0
510345101 7.625 330400 330160.86 330400 04/01/2001
SHELBY TOWNSHIP 02/23/2001 360 Primary Refinance
483160000 Standard N 36982 79.6145
2338.56 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
510358807 7.75 380000 379731.8 379409.08 04/01/2001
ASHLAND MA 03/05/2001 360 Primary Purchase
017210000 Standard N 36982 80
2722.37 03/01/2031 04/01/2001 0
510362908 7.5
397250 396955.17 397250 04/01/2001
NEWFIELDS NH 03/13/2001 360 Primary Refinance
038560000 Residence
Standard N 36982 79.45
2777.63 03/01/2031 04/01/2001 0
510379605 7.5 332000 331753.6 332000 04/01/2001
LOS ANGELES 02/23/2001 360 Primary Refinance
Residence
900660000 Standard N 36982 79.0476
2321.4 03/01/2031 04/01/2001 0
510380405 7.625
BIG SKY 380000 379724.96 380000 04/01/2001
02/22/2000 360 Second Home Purchase
597160000 Standard N 36982 80
2689.62 03/01/2031 04/01/2001 0
510399603 7.5 521700 521312.82 521700 04/01/2001
NEWTOWN 02/22/2001 360 Primary Refinance
189400000 Standard N 36982 75.9389
3647.81 03/01/2031 04/01/2001 0
510401805 7.625 360000 360000 360000 05/01/2001
NORTH HAMPTON
038620000 03/23/2001 360 Primary Refinance
Standard N 36982 80
2548.06 04/01/2031 04/01/2001 0
510407109 7.75 324000 324000 324000 05/01/2001
GLOUSTER MA 03/15/2001 360 Second Home Refinance
019300000 Select N 36982 48.5757
2321.18 04/01/2031 04/01/2001 0
510409303 7.375
361500 361500 361500 05/01/2001
BOZEMAN MT 03/08/2001 360 Primary Refinance
597150000 Residence
Standard N 36982 78.587
2496.8 04/01/2031 04/01/2001 0
510423007 7.75 312000 311779.79 312000 04/01/2001
STONEHAM 03/01/2001 360 Primary Purchase
Residence
021800000 Standard N 36982 80
2235.21 03/01/2031 04/01/2001 0
510431802 8.5
ANTIOCH 283500 283328.25 283500 04/01/2001
02/21/2001 360 Primary Refinance
945090000 Standard N 36951 90
2179.87 03/01/2031 04/01/2001 0
510439805 7.375 304950 304484.48 304717.95 03/01/2001
CHARLOTTESVILLE 01/31/2001 360 Primary Purchase
229110000 Standard N 36951 79.9886
2106.22 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
510456502 7.625 340000 339222.15 339753.92 03/01/2001
GLEN ALLEN VA 01/31/2001 360 Primary Refinance
230595377 Streamline N 36982 80
2406.5 02/01/2031 04/01/2001 0
510465503 7.625
375000 374728.58 375000 04/01/2001
TAMPA FL 02/15/2001 360 Primary Refinance
336064039 Residence
Standard N 36982 64.6552
2654.23 03/01/2031 04/01/2001 0
510502701 7.625 400000 399710.49 400000 04/01/2001
LIVERMORE 02/27/2001 360 Primary Refinance
Residence
945500000 Standard N 36982 73.3945
2831.18 03/01/2031 04/01/2001 0
510503303 7.5
THOUSAND OAKS 400000 400000 400000 05/01/2001
03/12/2001 360 Primary Refinance
913200000 Standard N 36982 80
2796.86 04/01/2031 04/01/2001 0
510512205 7.625 319200 318585 319200 04/01/2001
GOLDEN 02/23/2001 360 Primary Purchase
804010000 Standard N 36982 79.595
2259.28 03/01/2031 04/01/2001 0
510517402 7.75 351000 350752.26 351000 04/01/2001
WILTON MANORS
333340000 02/28/2001 360 Second Home Purchase
Standard N 36982 90
2514.61 03/01/2031 04/01/2001 0
510521008 7.125 76500 76438.82 76438.82 04/01/2001
PAROWAN UT 02/16/2001 360 Primary Refinance
847610000 Stated Income N 36982 75
515.4 03/01/2031 04/01/2001 0
510564107 7.125
364000 364000 364000 05/01/2001
FRAMINGHAM MA 03/12/2001 360 Primary Purchase
017010000 Residence
VIP Relocation N 36982 80
2452.34 04/01/2031 04/01/2001 0
510579808 7.625 448000 447675.75 448000 04/01/2001
CORTE MADERA 02/09/2001 360 Primary Purchase
Residence
949250000 Standard N 36951 80
3170.92 03/01/2031 04/01/2001 0
510580905 7.75
SAN XXXX 315000 314777.67 315000 04/01/2001
02/24/2001 360 Primary Refinance
951380000 Standard N 36951 72.2477
2256.7 03/01/2031 04/01/2001 0
510584808 7.625 336000 335756.81 336000 04/01/2001
MIDDLETOWN 02/22/2001 360 Primary Refinance
077480000 Streamline N 36982 79.0588
2378.19 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
510586100 7.375 649900 649405.48 649405.48 04/01/2001
AUSTIN TX 02/07/2001 360 Primary Purchase
787330000 Standard N 36982 55.31
4488.7 03/01/2031 04/01/2001 0
510607401 7.5
600000 599554.71 600000 04/01/2001
AUSTIN TX 02/20/2001 360 Primary Refinance
787350000 Residence
Standard N 36951 30
4195.29 03/01/2031 04/01/2001 0
510625007 7.5 349250 348962.65 349250 04/01/2001
XXXXXXX 02/27/2001 360 Primary Refinance
Residence
939070000 Standard N 36982 72.7604
2442.01 03/01/2031 04/01/2001 0
510636301 7.5
DRIPPING SPRINGS 450000 449312.5 450000 04/01/2001
02/07/2001 360 Primary Refinance
786200000 Standard N 36982 71.4286
3146.47 03/01/2031 04/01/2001 0
510653504 7.5 360000 359732.82 360000 04/01/2001
GLADWYNE 02/21/2001 360 Primary Refinance
190350000 Standard N 36951 77.4194
2517.18 03/01/2031 04/01/2001 0
510658008 7.875 438400 438400 438400 05/01/2001
WARRENTON
201860000 03/05/2001 360 Primary Purchase
Select N 36982 80
3178.71 04/01/2031 04/01/2001 0
510677008 6.875 361600 361600 361600 05/01/2001
ALEXANDRIA VA 03/28/2001 360 Primary Purchase
223040000 Select N 36982 80
2375.46 04/01/2031 04/01/2001 0
510717507 7.875
512000 511647.64 512000 04/01/2001
NORWELL MA 02/15/2001 360 Primary Refinance
020610000 Residence
Standard N 36982 69.9454
3712.36 03/01/2031 04/01/2001 0
510724503 7.125 375000 374700.11 375000 04/01/2001
CHURCHVILLE 02/16/2001 360 Primary Purchase
Residence
189660000 VIP Relocation N 36982 74.7906
2526.45 03/01/2031 04/01/2001 0
510747405 7.875
HOCKESSIN 326000 325775.65 326000 04/01/2001
02/21/2001 360 Primary Refinance
197070000 Standard N 36982 78.5542
2363.73 03/01/2031 04/01/2001 0
510790306 6.75 450000 450000 450000 05/01/2001
ROCHESTER HILLS 03/30/2001 360 Primary Purchase
483063671 Select N 36982 78.6713
2918.7 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
510792302 8 342000 341770.52 342000 04/01/2001
HOUSTON TX 02/20/2001 360 Primary Purchase
770060000 Standard N 36982 90
2509.48 03/01/2031 04/01/2001 0
510792401 7.625
331200 331200 331200 05/01/2001
XXXXXX CO 03/02/2001 360 Primary Purchase
804350000 Residence
Standard N 36982 80
2344.22 04/01/2031 04/01/2001 0
510792500 8.75 382500 382500 382500 05/01/2001
MADISON 03/12/2001 360 Primary Purchase
Residence
064430000 Standard N 36982 90
3009.13 04/01/2031 04/01/2001 0
510805401 7.875
CALIFORNIA 60750 60708.19 60708.19 04/01/2001
02/20/2001 360 Primary Purchase
206190000 Stated Income N 36982 75
440.48 03/01/2031 04/01/2001 0
510837503 6.75 416000 416000 416000 05/01/2001
ROCHESTER HILLS 03/12/2001 360 Primary Purchase
483063677 Select N 36982 80
2698.17 04/01/2031 04/01/2001 0
510839202 6.75 390000 390000 390000 05/01/2001
CARMEL
460338904 03/15/2001 360 Primary Purchase
Relocation N 36982 58.209
2529.54 04/01/2031 04/01/2001 0
510849508 7.5 388600 388600 388600 05/01/2001
VIRGINIA BEACH VA 03/05/2001 360 Primary Refinance
234540000 Standard N 36982 59.8767
2717.15 04/01/2031 04/01/2001 0
510858707 7.25
405200 404883.9 405200 04/01/2001
PINCKNEY MI 02/22/2001 360 Second Home Purchase
481690000
Super Select N 36951 79.9998
2764.18 03/01/2031 04/01/2001 0
510898505 7.125 650000 649480.2 650000 04/01/2001
SAN ANTONIO 02/08/2001 360 Primary Purchase
Residence
782300000 Standard N 36982 59.7529
4379.18 03/01/2031 04/01/2001 0
510906803 6.875
GROSSE POINTE 650000 650000 650000 05/01/2001
FARMS 03/01/2001 360 Primary Purchase
482360000 Super Select N 36982 59.0909
4270.04 04/01/2031 04/01/2001 0
510931207 7.375 389750 389153.43 389750 04/01/2001
LITTLETON 02/19/2001 360 Primary Refinance
801280000 Standard N 36982 64.4215
2691.91 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
510949407 7.375 321300 321300 321300 05/01/2001
FORESTVILLE CA 03/23/2001 360 Primary Refinance
954369429 Standard N 36982 76.5
2219.14 04/01/2031 04/01/2001 0
510964307 7.375
349000 348734.44 349000 04/01/2001
RENO NV 02/09/2001 360 Primary Purchase
895090000 Residence
Standard N 36982 63.5701
2410.46 03/01/2031 04/01/2001 0
510968704 7.5 650000 649517.6 650000 04/01/2001
TRUCKEE 02/26/2001 360 Primary Refinance
Residence
961610000 Streamline N 36951 50.5837
4544.9 03/01/2031 04/01/2001 0
510970908 7.375
UNION CITY 348000 347735.2 348000 04/01/2001
02/15/2001 360 Primary Refinance
945870000 Standard N 36982 74.8387
2403.55 03/01/2031 04/01/2001 0
510991805 7.5 437500 437500 437500 05/01/2001
GLADWYNE 03/26/2001 360 Primary Refinance
190350000 Standard N 36982 70
3059.07 04/01/2031 04/01/2001 0
511019408 7.5 420000 419688 420000 04/01/2001
ELIOT
039030000 02/21/2001 360 Primary Refinance
Standard N 36982 56
2936.71 03/01/2031 04/01/2001 0
511082208 7.625 390650 390367.26 390650 04/01/2001
BOZEMAN MT 02/21/2001 360 Primary Refinance
597150000 Stated Income N 36982 51.1992
2765 03/01/2031 04/01/2001 0
511117905 7.75
468000 468000 468000 05/01/2001
XXXXXX TOWNSHIP NJ 03/15/2001 360 Primary Purchase
079600000 Residence
Standard N 36982 80
3352.81 04/01/2031 04/01/2001 0
511120602 7.5 540500 540098.87 540500 04/01/2001
TORRANCE 02/26/2001 360 Primary Refinance
Residence
905050000 Select N 36982 79.7256
3779.26 03/01/2031 04/01/2001 0
511126906 7.5
XXXXXXX 000000 432179.02 432500 04/01/2001
02/21/2001 360 Primary Refinance
303190000 Standard N 36982 79.3578
3024.11 03/01/2031 04/01/2001 0
511164907 7.25 432000 431662.99 432000 04/01/2001
HOUSTON 02/27/2001 360 Primary Purchase
770050000 Standard N 36982 80
2947.01 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
511202301 7.375 332000 332000 332000 05/01/2001
NORTH WALES PA 03/26/2001 360 Primary Purchase
194540000 Standard N 36982 80
2293.05 04/01/2031 04/01/2001 0
511236408 7.25
396500 396500 396500 05/01/2001
FRANKLIN LAKES NJ 03/27/2001 360 Primary Refinance
074171615 Residence
Standard N 36982 26.0855
2704.83 04/01/2031 04/01/2001 0
511245003 7.875 400000 400000 400000 06/01/2001
MARBLEHEAD 04/03/2001 360 Primary Purchase
Residence
019450000 Standard N 37012 80
2900.28 05/01/2031 04/01/2001 273.49
511253809 7.625
XX XXXXXX XXXXX 000000 000000.00 364800 04/01/2001
02/26/2001 360 Primary Refinance
957620000 Standard N 36982 76
2582.04 03/01/2031 04/01/2001 0
511261901 7.375 306000 306000 306000 05/01/2001
XXXXXXXX 03/15/2001 360 Primary Purchase
281050000 Standard N 36982 90
2113.47 04/01/2031 04/01/2001 0
511276404 7.625 500000 500000 500000 05/01/2001
XXXXXXXX MT
051550000 03/09/2001 360 Second Home Purchase
Stated Income N 36982 57.6928
3538.97 04/01/2031 04/01/2001 0
511277105 7.375 360000 359801.22 360000 05/01/2001
CONWAY SC 03/15/2001 360 Primary Refinance
295260000 Select N 37012 80
2486.44 04/01/2031 04/01/2001 198.78
511295305 7.5
423500 423500 423500 05/01/2001
NORFOLK MA 03/13/2001 360 Primary Refinance
020560000 Residence
Standard N 36982 70
2961.18 04/01/2031 04/01/2001 0
511303000 7.625 234000 233786.87 233737.99 04/01/2001
SHAFTSBURY 02/26/2001 360 Primary Refinance
Residence
052620000 Stated Income N 36982 65
1656.24 03/01/2031 04/01/2001 0
511306409 7.375
SAN XXXX 415250 415250 415250 05/01/2001
03/15/2001 360 Primary Refinance
951240000 Standard N 36982 78.3491
2868.03 04/01/2031 04/01/2001 0
511319204 7.375 385750 385750 385750 05/01/2001
OAKLAND 03/06/2001 360 Primary Refinance
946020000 Standard N 36982 74.1827
2664.28 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
511325201 7.875 86250 86190.64 86250 04/01/2001
FAYSTON VT 02/23/2001 360 Primary Purchase
056730000 Stated Income N 36982 75
625.38 03/01/2031 04/01/2001 0
511368003 7.875
300000 299585.73 300000 04/01/2001
CORAL SPRINGS FL 02/28/2001 360 Primary Purchase
330710000 Residence
Standard N 37012 80
2175.21 03/01/2031 04/01/2001 0
511372401 7.75 448550 448233.42 448550 04/01/2001
YARDLEY 02/28/2001 360 Primary Refinance
Residence
190670000 Streamline N 36951 78.1446
3213.47 03/01/2031 04/01/2001 0
511382004 7.75
OCEAN CITY 375000 375000 375000 05/01/2001
03/14/2001 360 Second Home Refinance
082260000 Streamline N 36982 77.3196
2686.55 04/01/2031 04/01/2001 0
511383606 7.625 380000 380000 380000 05/01/2001
DEERFIELD BEACH 03/02/2001 360 Primary Purchase
334410000 Standard N 36982 80
2689.62 04/01/2031 04/01/2001 0
511392409 7 332000 332000 332000 05/01/2001
XXXXX
190870000 03/28/2001 360 Primary Refinance
Standard N 36982 78.673
2208.81 04/01/2031 04/01/2001 0
511404501 7.75 320000 319774.15 319774.15 04/01/2001
FRASER CO 02/16/2001 360 Second Home Refinance
804420000 Streamline N 36982 80
2292.52 03/01/2031 04/01/2001 0
511499709 7.625
432800 432800 432800 05/01/2001
MOUNT SINAI NY 03/09/2001 360 Primary Purchase
117660000 Residence
Standard N 36982 80
3063.34 04/01/2031 04/01/2001 0
511499808 7.375 338000 338000 338000 05/01/2001
FLANDERS 03/19/2001 360 Primary Refinance
Residence
078369042 Standard N 36982 78.2407
2334.49 04/01/2031 04/01/2001 0
511523805 7.875
PLYMOUTH 462150 462150 462150 05/01/2001
03/23/2001 360 Primary Refinance
481700000 Select N 36982 64.6364
3350.91 04/01/2031 04/01/2001 0
511528101 7.25 389900 389900 389900 05/01/2001
ALPHARETTA 03/15/2001 360 Primary Purchase
300040000 Standard N 36982 79.9959
2659.81 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
511532905 7.5 297350 297350 297350 05/01/2001
GLOUCESTER MA 03/22/2001 360 Primary Purchase
019300000 Standard N 36982 95
2079.12 04/01/2031 04/01/2001 0
511604902 7.75
380000 379731.8 380000 04/01/2001
MOULTONBORO NH 03/20/2001 360 Second Home Refinance
032540000
Streamline N 36982 80
2722.37 03/01/2031 04/01/2001 0
511608200 8.5 83650 83599.32 83650 04/01/2001
HINGHAM 02/23/2001 360 Primary Refinance
Residence
020430000 Stated Income N 36951 24.7485
643.2 03/01/2031 04/01/2001 0
511618001 7.625
PLAINVIEW 352800 352800 352800 05/01/2001
03/16/2001 360 Primary Purchase
118030000 Standard N 36982 80
2497.1 04/01/2031 04/01/2001 0
511628901 7.75 320000 320000 320000 05/01/2001
SAN XXXX 03/26/2001 360 Primary Refinance
951110000 Standard N 36982 73.0594
2292.52 04/01/2031 04/01/2001 0
511645202 7.25 387400 387400 387400 05/01/2001
SANTA XXXXX
950540000 03/19/2001 360 Primary Refinance
Standard N 36982 68.2042
2642.76 04/01/2031 04/01/2001 0
511665200 7.25 446000 446000 446000 05/01/2001
NEWBERG OR 03/12/2001 360 Primary Purchase
971320000 Select N 36982 80
3042.51 04/01/2031 04/01/2001 0
511684706 7.875
485900 485900 485900 05/01/2001
LAKE ARROWHEAD CA 03/21/2001 360 Second Home Refinance
923520000
Streamline N 36982 74.7538
3523.12 04/01/2031 04/01/2001 0
511686909 7.875 470000 470000 470000 05/01/2001
MISSION VIEJO 03/19/2001 360 Primary Refinance
Residence
926920000 Standard N 36982 69.6296
3407.83 04/01/2031 04/01/2001 0
511692303 7.375
CARLSBAD 515750 515750 515750 05/01/2001
03/27/2001 360 Primary Refinance
920090000 Standard N 36982 69.6959
3562.16 04/01/2031 04/01/2001 0
511708802 8 315900 315688.03 315900 04/01/2001
GRAYSLAKE 03/08/2001 360 Primary Refinance
600300000 Streamline N 36982 78.975
2317.97 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
511723900 7.25 400000 400000 400000 05/01/2001
SHREWSBURY MA 03/15/2001 360 Primary Refinance
015450000 Standard N 36982 59.7015
2728.71 04/01/2031 04/01/2001 0
511756801 7.375
369500 369500 369500 05/01/2001
NORFOLK MA 03/15/2001 360 Primary Purchase
020560000 Residence
Standard N 36982 79.9957
2552.05 04/01/2031 04/01/2001 0
511783003 7.875 400000 400000 400000 05/01/2001
XXXXX WORTH 03/20/2001 360 Second Home Purchase
334670000 Standard N 36982 80
2900.28 04/01/2031 04/01/2001 0
511876708 7.375
SAN XXXX 380000 380000 380000 05/01/2001
03/30/2001 360 Primary Refinance
951250000 Standard N 36982 77.551
2624.57 04/01/2031 04/01/2001 0
511934101 7.5 317500 317500 317500 05/01/2001
DECATUR 03/01/2001 360 Primary Refinance
300330000 Standard N 36982 79.375
2220.01 04/01/2031 04/01/2001 0
511941205 7.125 450000 449784.84 448932.75 05/01/2001
VIENNA
221800000 03/19/2001 000 Xxxxxxx Xxxxxxxx
Xxxxxxxx X 00000 60.008
3522.69 04/01/2021 04/01/2001 215.16
511959603 7.125 324000 324000 324000 05/01/2001
ENGLEWOOD CO 03/20/2001 360 Primary Purchase
801110000 Standard N 36982 80
2182.85 04/01/2031 04/01/2001 0
511983207 7.125
312000 312000 312000 05/01/2001
CANTON MI 03/30/2001 360 Primary Purchase
481880000 Residence
Select N 36982 80
2102.01 04/01/2031 04/01/2001 0
512014309 7.75 298100 298100 298100 05/01/2001
FOXBORO 03/06/2001 360 Primary Refinance
Residence
020350000 Standard N 36982 60.2222
2135.63 04/01/2031 04/01/2001 0
512023102 7.25
HOUSTON 452400 452400 452400 05/01/2001
03/15/2001 360 Primary Purchase
770820000 Standard N 36982 79.9993
3086.17 04/01/2031 04/01/2001 0
512113606 7.5 326000 326000 326000 05/01/2001
XXXXXXX 03/26/2001 360 Primary Refinance
980520000 Standard N 36982 75.814
2279.44 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
512130006 7.5 340000 340000 340000 05/01/2001
LOS ANGELES CA 03/26/2001 360 Primary Refinance
900643533 Select N 36982 56.1056
2377.33 04/01/2031 04/01/2001 0
512165705 7.875
360000 360000 360000 05/01/2001
SOUTHAMPTON NJ 03/16/2001 240 Primary Refinance
080889057 Residence
Standard N 36982 80
2983.24 04/01/2021 04/01/2001 0
512183104 7.25 382500 382500 382500 05/01/2001
XXXXXX 03/30/2001 360 Primary Purchase
Residence
801380000 Standard N 36982 75
2609.33 04/01/2031 04/01/2001 0
512238700 7.5
WAYLAND 336000 336000 336000 05/01/2001
03/28/2001 360 Primary Refinance
493480000 Standard N 36982 80
2349.37 04/01/2031 04/01/2001 0
512256306 7.625 478500 478500 478500 05/01/2001
AUSTIN 03/08/2001 360 Primary Refinance
787460000 Streamline N 36982 79.75
3386.8 04/01/2031 04/01/2001 0
512354309 7.625 367400 367134.08 367400 04/01/2001
AUSTIN
787300000 03/08/2001 360 Primary Refinance
Streamline N 36951 79.8696
2600.44 03/01/2031 04/01/2001 0
512366006 7.75 428000 428000 428000 05/01/2001
EDMOND OK 03/30/2001 360 Primary Purchase
730130000 Standard N 36982 80
3066.25 04/01/2031 04/01/2001 0
512384405 7.875
319000 319000 319000 05/01/2001
BEVERLY MA 03/30/2001 360 Primary Refinance
019150000 Residence
Standard N 36982 58
2312.98 04/01/2031 04/01/2001 0
512412008 7.25 443950 443950 443950 05/01/2001
BOULDER 03/23/2001 360 Primary Refinance
Residence
803020000 Standard N 36982 47.2287
3028.53 04/01/2031 04/01/2001 0
512451204 7.25
WALL 365000 365000 365000 06/01/2001
04/02/2001 360 Primary Purchase
087360000 Standard N 37012 78.4946
2489.95 05/01/2031 04/01/2001 283.03
512457003 7.75 354400 354400 354400 05/01/2001
LOUDON 03/15/2001 360 Second Home Purchase
377740000 Standard N 36982 80
2538.97 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
512461807 7.625 607000 607000 607000 05/01/2001
OTTSVILLE PA 03/27/2001 360 Second Home Refinance
189420000 Standard N 36982 76.84
4296.31 04/01/2031 04/01/2001 0
512514308 7.125
288000 288000 288000 05/01/2001
SOUTH PADRE TX 03/19/2001 360 Primary Purchase
ISLAND 785970000 Residence
Standard N 36982 80
1940.31 04/01/2031 04/01/2001 0
512535808 7.125 300000 300000 300000 05/01/2001
FORT XXXXXX 03/26/2001 360 Second Home Purchase
BEACH
325470000 Standard N 36982 80
2021.16 04/01/2031 04/01/2001 0
512644501 7.625
AUSTIN 515000 515000 515000 05/01/2001
03/20/2001 360 Primary Refinance
787030000 Streamline N 36982 58.1921
3645.14 04/01/2031 04/01/2001 0
512656208 7.375 327700 327700 327700 05/01/2001
XXXXXX 03/23/2001 360 Primary Refinance
325830000 Standard N 36982 88.5676
2263.35 04/01/2031 04/01/2001 0
512765405 7.625 364500 364500 364500 05/01/2001
PORTSMOUTH
038010000 03/29/2001 360 Primary Purchase
Standard N 36982 90
2579.91 04/01/2031 04/01/2001 0
512814906 7.125 412250 412250 412250 05/01/2001
XXXXXXXX XXXXXXX XX 00/00/0000 360 Primary Purchase
809190000 Standard N 36982 85
2777.41 04/01/2031 04/01/2001 0
512839408 7.5
463750 463750 463750 05/01/2001
JACKSONVILLE FL 03/26/2001 240 Primary Refinance
322560000 Residence
Select N 36982 61.8333
3735.94 04/01/2021 04/01/2001 0
512873308 7.5 324000 324000 324000 05/01/2001
EAST BRUNSWICK 03/23/2001 360 Primary Refinance
Residence
088160000 Standard N 36982 75.3488
2265.46 04/01/2031 04/01/2001 0
512998402 7
AUSTIN 400000 400000 400000 05/01/2001
03/29/2001 360 Primary Purchase
787460000 Standard N 36982 46.4826
2661.21 04/01/2031 04/01/2001 0
513062802 7.75 352000 352000 352000 05/01/2001
PLAINSBORO 03/28/2001 360 Primary Purchase
085360000 Standard N 36982 78.814
2521.78 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
513066704 7.125 334400 334400 334400 05/01/2001
FAIR OAKS RANCH TX 03/30/2001 360 Primary Refinance
780150000 Select N 36982 80
2252.92 04/01/2031 04/01/2001 0
513087205 7.125
332000 332000 332000 05/01/2001
XXX XXXXXX XXX XX 00/00/0000 360 Primary Purchase
077476831 Residence
VIP Relocation N 36982 80
2236.75 04/01/2031 04/01/2001 0
513355107 6.875 356000 356000 356000 05/01/2001
ORION TOWNSHIP 03/29/2001 360 Primary Purchase
Residence
483590000 Select N 36982 80
2338.67 04/01/2031 04/01/2001 0
600047190 7.625
IRMO 376000 375727.87 375727.87 04/01/2001
02/12/2001 360 Primary Refinance
290630000 Streamline N 36982 80
2661.3 03/01/2031 04/01/2001 0
600048745 7.5 896000 895335.03 896000 04/01/2001
GLENCOE 02/15/2001 360 Primary Purchase
600220000 Standard N 36982 70
6264.97 03/01/2031 04/01/2001 0
600053447 8 350000 349528.74 349765.15 03/01/2001
SEA ISLE CITY
082430000 01/19/2001 000 Xxxxxx Xxxx Xxxxxxxx
Xxxxxxxx X 00000 71.4286
2568.18 02/01/2031 04/01/2001 0
600053826 7.875 358000 357505.64 357753.63 03/01/2001
XXXXXXXXX CO 01/22/2001 360 Primary Purchase
801070000 Standard N 36951 79.9107
2595.75 02/01/2031 04/01/2001 0
600055826 7.75
486600 485910.91 486256.56 03/01/2001
AURORA IL 01/29/2001 360 Primary Purchase
605040000 Residence
Standard N 36951 79.7705
3486.06 02/01/2031 04/01/2001 0
600055925 7.5 309375 309375 309375 05/01/2001
XXXXXX 03/14/2001 360 Primary Refinance
Residence
290360000 Stated Income N 36982 75
2163.19 04/01/2031 04/01/2001 0
600056474 8.25
WESTFIELD 480000 398317.64 398577.58 01/01/2001
11/30/2000 360 Primary Purchase
070900000 Standard N 36951 80
3000.16 12/01/2030 04/01/2001 0
600058193 8.25 443000 442146.71 442146.71 02/01/2001
WESTON 12/20/2000 360 Primary Refinance
024930000 Standard N 36982 79.1071
3328.11 01/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600058363 7.875 650000 649102.42 649102.42 03/01/2001
BOSTON MA 01/31/2001 360 Primary Purchase
021140000 Standard N 36982 78.5973
4712.95 02/01/2031 04/01/2001 0
600058638 7.75
430000 429696.51 430000 04/01/2001
HOWELL NJ 02/22/2001 360 Primary Refinance
077320000 Residence
Standard N 36982 50.5882
3080.57 03/01/2031 04/01/2001 0
600059226 8.125 475900 474959.76 475275.29 02/01/2001
PARK RIDGE 12/29/2000 360 Primary Purchase
Residence
600680000 Standard N 36982 79.9966
3533.54 01/01/2031 04/01/2001 0
600059355 7.625
MALVERN 340000 339753.93 339753.93 04/01/2001
02/23/2001 360 Primary Refinance
193550000 Standard N 36982 30.9091
2406.49 03/01/2031 04/01/2001 0
600060047 8.125 340000 339328.25 339553.68 02/01/2001
XXXXXXXXX 12/15/2000 360 Primary Purchase
801070000 Standard N 36951 55.2846
2524.49 01/01/2031 04/01/2001 0
600060256 8.125 376000 375257.12 375506.42 02/01/2001
AVALON
082020000 12/29/2000 360 Second Home Purchase
Standard N 36982 80
2791.79 01/01/2031 04/01/2001 0
600060301 8.5 372000 371319.12 371547.68 02/01/2001
GLENVIEW IL 12/27/2000 360 Primary Refinance
600250000 Standard Y 36982 67.6364
2860.36 01/01/2031 04/01/2001 0
600060852 8.25
285000 284451.05 284635.29 02/01/2001
WRENTHAM MA 12/18/2000 360 Primary Refinance
020930000 Residence
Standard N 36982 79.1667
2141.11 01/01/2031 04/01/2001 0
600061356 7.625 399920 399630.56 399920 04/01/2001
BLUE XXXX 02/23/2001 360 Primary Purchase
Residence
194220000 Standard N 36982 79.9995
2830.6 03/01/2031 04/01/2001 0
600061475 8
LA JOLLA 405000 404179.33 404454.71 02/01/2001
12/18/2000 360 Primary Purchase
920370000 Standard N 36951 50
2971.74 01/01/2031 04/01/2001 0
600061508 7.75 360000 359490.27 359745.91 03/01/2001
LAKE FOREST 01/09/2001 360 Primary Refinance
600450000 Standard N 36951 72
2579 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600061947 7.625 380000 377743.69 379015.62 04/01/2001
FRANKLIN LAKES NJ 02/09/2001 360 Primary Purchase
074170000 Standard N 36982 69.7248
2689.62 03/01/2031 04/01/2001 0
600062750 8.25
415000 414468.94 414735.38 03/01/2001
RAMSEY NJ 01/24/2001 360 Primary Refinance
074460000 Residence
Standard N 36951 71.6753
3117.75 02/01/2031 04/01/2001 0
600062874 8.25 360000 359539.3 359770.44 03/01/2001
FAIR OAKS RANCH 12/18/2000 360 Primary Purchase
Residence
913510000 Standard N 36982 80
2704.56 02/01/2031 04/01/2001 0
600064046 7.75
UPPER HOLLAND 300000 298927.54 299575.15 02/01/2001
12/29/2000 360 Primary Purchase
190530000 Standard N 36982 58.5917
2149.24 01/01/2031 04/01/2001 0
600064242 7.375 400000 399395.63 400000 04/01/2001
LAS XXXXXX 02/09/2001 360 Primary Refinance
926880000 Standard N 36982 74.7664
2762.7 03/01/2031 04/01/2001 0
600064371 8 210000 209717.26 209859.1 03/01/2001
STONEHAM
021800000 01/31/2001 360 Primary Purchase
Stated Income N 36982 73.6842
1540.9 02/01/2031 04/01/2001 0
600064638 7.875 332000 332000 332000 05/01/2001
LAMBERTVILLE NJ 03/16/2001 360 Primary Refinance
085300000 Standard N 36982 78.1176
2407.24 04/01/2031 04/01/2001 0
600064725 7.875
535000 535000 535000 05/01/2001
HOHOKUS NJ 02/26/2001 360 Primary Refinance
074230000 Residence
Standard N 36982 57.8378
3879.12 04/01/2031 04/01/2001 0
600064911 7.75 472000 471331.59 471666.87 03/01/2001
NORTH ANDOVER 01/26/2001 360 Primary Refinance
Residence
018450000 Standard N 36982 76.748
3381.46 02/01/2031 04/01/2001 0
600065152 8
NATICK 338550 338322.85 338550 04/01/2001
02/12/2001 360 Primary Refinance
017600000 Standard N 36982 76.9432
2484.15 03/01/2031 04/01/2001 0
600065491 7.75 402300 401730.3 402016.07 03/01/2001
CHICAGO 01/30/2001 360 Primary Refinance
606260000 Standard N 36982 75.9057
2882.12 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600065633 7.75 307000 306555.24 306783.33 03/01/2001
STOW MA 01/26/2001 360 Primary Refinance
017750000 Standard N 36982 78.9203
2199.38 02/01/2031 04/01/2001 0
600065701 7.625
339000 338754.64 339000 04/01/2001
BLYTHEWOOD SC 02/21/2001 360 Primary Refinance
290160000 Residence
Streamline N 36951 89.9204
2399.42 03/01/2031 04/01/2001 0
600065833 7.5 327600 327156.88 327600 04/01/2001
SUGAR GROVE 01/29/2001 360 Primary Refinance
Residence
605540000 Standard N 36982 76.1861
2290.62 03/01/2031 04/01/2001 0
600065925 8.125
XXXXXXXX 500000 499343.66 499672.94 03/01/2001
01/31/2001 360 Primary Refinance
078690000 Stated Income N 36951 57.1429
3712.48 02/01/2031 04/01/2001 0
600066102 7.625 350000 349746.69 349746.69 04/01/2001
MATAWAN 02/16/2001 360 Primary Purchase
077470000 Standard N 36982 70.1403
2477.27 03/01/2031 04/01/2001 0
600066272 7.5 325000 324758.8 325000 04/01/2001
STOUGHTON
020720000 01/11/2001 360 Primary Refinance
Standard N 36982 78.88
2272.45 03/01/2031 04/01/2001 0
600066346 8 328000 327558.37 327779.92 03/01/2001
HUNTLEY IL 01/24/2001 360 Primary Refinance
601420000 Standard N 36982 80
2406.75 02/01/2031 04/01/2001 0
600066421 7.25
329750 328965.2 329358.78 03/01/2001
COLLEGEVILLE PA 01/31/2001 300 Primary Refinance
194260000 Residence
Standard N 36982 85.6494
2383.46 02/01/2026 04/01/2001 0
600066437 8.375 308000 307808.56 308000 04/01/2001
RIVER EDGE 02/26/2001 360 Primary Purchase
Residence
077610000 Standard N 36982 80
2341.02 03/01/2031 04/01/2001 0
600066439 7.875
XXXXXX 500000 499655.91 499655.91 04/01/2001
02/21/2001 360 Primary Refinance
070590000 Standard N 36982 35.7143
3625.34 03/01/2031 04/01/2001 0
600066440 7.875 495000 494659.35 495000 04/01/2001
OLD TAPPAN 02/23/2001 360 Primary Refinance
076750000 Standard N 36982 66.443
3589.09 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600066441 7.75 500000 500000 500000 05/01/2001
WARREN NJ 03/14/2001 360 Primary Refinance
070590000 Standard N 36982 72.9927
3582.06 04/01/2031 04/01/2001 0
600066447 7.875
291400 291199.46 291400 04/01/2001
BASKING RIDGE NJ 02/16/2001 360 Primary Refinance
079200000 Residence
Standard N 36982 76.2827
2112.85 03/01/2031 04/01/2001 0
600066537 7.875 375000 374741.93 375000 04/01/2001
FRANKTOWN 01/31/2001 360 Primary Refinance
Residence
801160000 Standard N 36982 73.5294
2719.01 03/01/2031 04/01/2001 0
600066647 8
CHICAGO 494400 493734.31 494068.26 03/01/2001
01/30/2001 360 Primary Purchase
606570000 Standard N 36982 74.9943
3627.74 02/01/2031 04/01/2001 0
600066704 8.25 374500 373929.02 373929.02 03/01/2001
XXXXX BEACH 01/11/2001 360 Second Home Purchase
080080000 Standard N 36982 70
2813.5 02/01/2031 04/01/2001 0
600066744 7.375 380000 379419.92 379710.85 03/01/2001
EASTON
023560000 01/31/2001 000 Xxxxxxx Xxxxxxxx
Xxxxxxxx X 00000 79.1667
2624.57 02/01/2031 04/01/2001 0
600067007 7.75 320000 319546.84 319774.15 03/01/2001
PHILADELPHIA PA 01/31/2001 360 Primary Purchase
191300000 Standard N 36982 80
2292.52 02/01/2031 04/01/2001 0
600067027 8.5
399900 399657.73 399900 04/01/2001
XXXXXXXXX CO 02/21/2001 360 Primary Purchase
801070000 Residence
Standard N 36951 72.7091
3074.89 03/01/2031 04/01/2001 0
600067139 7.75 500000 499647.11 500000 04/01/2001
XXXXXX 02/02/2001 360 Primary Refinance
Residence
801340000 Standard N 36951 79.1139
3582.06 03/01/2031 04/01/2001 0
600067432 7.5
ROCK HILL 140250 140041.17 140145.91 03/01/2001
01/25/2001 360 Primary Purchase
297300000 Stated Income N 36982 75
980.65 02/01/2031 04/01/2001 0
600067454 7.625 400000 399710.49 400000 04/01/2001
WILMINGTON 02/02/2001 360 Primary Refinance
284050000 Standard N 36982 62.9921
2831.18 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600067605 7.5 369100 368550.44 369100 03/01/2001
HOLLAND PA 01/17/2001 360 Primary Purchase
189660000 Standard N 36951 79.9957
2580.8 02/01/2031 04/01/2001 0
600067692 7.75
520000 519632.98 520000 04/01/2001
MURRELLS INLET SC 02/09/2001 360 Primary Purchase
295760000 Residence
Standard N 36982 80
3725.35 03/01/2031 04/01/2001 0
600067962 7.375 420000 419358.88 419680.42 03/01/2001
BOSTON 01/31/2001 360 Primary Refinance
Residence
021130000 Standard N 36982 62.2222
2900.83 02/01/2031 04/01/2001 0
600067974 7.875
REDONDO BEACH 364000 363243.56 363497.36 02/01/2001
12/26/2000 360 Primary Purchase
902780000 Standard N 36982 80
2639.25 01/01/2031 04/01/2001 0
600068126 7.75 414150 413384.01 414150 04/01/2001
EAST BRADFORD 02/06/2001 360 Primary Purchase
TWP 193820000 Standard N 36982 79.9942
2967.02 03/01/2031 04/01/2001 0
600068460 7.75 85000 85000 85000 05/01/2001
TRENTON
086100000 03/05/2001 360 Primary Refinance
Stated Income N 36982 66.4063
608.95 04/01/2031 04/01/2001 0
600068851 7.5 595500 595500 595500 05/01/2001
CAMBRIDGE MA 03/15/2001 360 Primary Purchase
021420000 Standard N 36982 75
4163.82 04/01/2031 04/01/2001 0
600069022 8
400000 399461.43 399731.61 03/01/2001
VERNON HILLS IL 01/23/2001 360 Primary Refinance
600610000 Residence
Standard N 36951 80
2935.06 02/01/2031 04/01/2001 0
600069113 7.875 500000 499309.54 499309.54 03/01/2001
CONCORD 01/19/2001 360 Primary Purchase
Residence
017420000 Standard N 36982 63.6943
3625.35 02/01/2031 04/01/2001 0
600069254 7.875
TUCSON 342230 341757.42 341994.48 03/01/2001
01/26/2001 360 Primary Refinance
857180000 Standard N 36982 68.446
2481.4 02/01/2031 04/01/2001 0
600069314 8.375 378000 377528.46 377765.05 03/01/2001
HILTON HEAD 01/17/2001 360 Primary Purchase
ISLAND 299260000 Standard N 36982 75
2873.08 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600069335 7.75 625000 624114.91 624558.88 03/01/2001
CLEARWATER FL 01/12/2001 360 Primary Refinance
337560000 STANDARD N 36951 56.8182
4477.58 02/01/2031 04/01/2001 0
600069580 7.875
579000 578601.54 579000 04/01/2001
PLYMOUTH MA 02/09/2001 360 Primary Refinance
023600000 Residence
Standard N 36951 71.9255
4198.15 03/01/2031 04/01/2001 0
600069775 7.75 288000 287687.98 288000 04/01/2001
CHICAGO 02/09/2001 360 Primary Refinance
Residence
606460000 Standard N 36982 80
2063.26 03/01/2031 04/01/2001 0
600069869 7.5
PHILADELPHIA 376000 375720.95 375720.95 04/01/2001
02/09/2001 360 Primary Purchase
191030000 Standard N 36982 77.8468
2629.05 03/01/2031 04/01/2001 0
600070061 8 289800 289409.8 289605.55 03/01/2001
BOALSBURG 01/22/2001 360 Primary Refinance
168270000 Standard N 36982 90
2126.45 02/01/2031 04/01/2001 0
600070236 7.625 309000 308776.36 309000 04/01/2001
ROCKLIN
956770000 02/14/2001 360 Primary Purchase
Standard N 36951 94.5423
2187.08 03/01/2031 04/01/2001 0
600071602 7.75 490000 489306.09 489654.16 03/01/2001
SACRAMENTO CA 01/04/2001 360 Primary Refinance
958640000 Standard N 36951 75.3846
3510.42 02/01/2031 04/01/2001 0
600071630 7.875
270000 269627.16 269814.19 03/01/2001
FRANKTOWN CO 02/01/2001 360 Primary Refinance
801160000 Residence
Stated Income N 36982 58.6956
1957.69 02/01/2031 04/01/2001 0
600072156 7.875 343550 343075.59 343075.59 03/01/2001
HORSHAM TOWNSHIP 01/26/2001 360 Primary Purchase
Residence
190020000 Standard N 36982 79.9926
2490.98 02/01/2031 04/01/2001 0
600072189 7.5
XXXXXX 595000 594114.1 594558.43 03/01/2001
01/31/2001 360 Primary Purchase
024590000 Standard N 36982 72.1212
4160.32 02/01/2031 04/01/2001 0
600072248 8 297000 296398.16 296600.11 03/01/2001
ABSECON 01/29/2001 360 Primary Refinance
082010000 Standard N 37012 87.3529
2179.28 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600072454 7.375 400900 400288.03 400594.95 03/01/2001
BRIGHTON MA 01/31/2001 360 Primary Purchase
021350000 Standard N 36982 69.0846
2768.91 02/01/2031 04/01/2001 0
600072456 7.375
350000 349465.72 349733.68 03/01/2001
ENCINITAS CA 01/25/2001 360 Primary Refinance
920240000 Residence
Standard N 36982 72.1649
2417.36 02/01/2031 04/01/2001 0
600073032 8.25 600000 599232.19 599617.41 03/01/2001
PETALUMA 01/11/2001 360 Primary Refinance
Residence
949520000 Standard N 36951 80
4507.59 02/01/2031 04/01/2001 0
600073038 8.125
LOS ANGELES 650000 649072.97 649072.97 03/01/2001
01/10/2001 360 Primary Refinance
900770000 Standard N 36982 79.7546
4826.23 02/01/2031 04/01/2001 0
600073044 8.25 650000 649168.19 649168.19 03/01/2001
PETALUMA 01/12/2001 360 Primary Refinance
949520000 Standard N 36982 50
4883.23 02/01/2031 04/01/2001 0
600073096 7.5 611200 611200 611200 05/01/2001
BRYN MAWR
190100000 03/02/2001 360 Primary Refinance
Standard N 36982 80
4273.59 04/01/2031 04/01/2001 0
600073278 7.625 342000 341503.38 341752.48 03/01/2001
HUDSON MA 01/30/2001 360 Primary Purchase
017490000 Standard N 36982 79.9065
2420.65 02/01/2031 04/01/2001 0
600073322 7.875
486000 485665.54 485665.54 04/01/2001
MANALAPAN HILLS NJ 02/21/2001 360 Primary Refinance
077260000 Residence
Standard N 36982 74.7692
3523.84 03/01/2031 04/01/2001 -0.01
600073441 8.25 295000 294785.74 295000 04/01/2001
EAST HANOVER 02/23/2001 360 Primary Refinance
Residence
079363539 Standard N 36982 84.2857
2216.23 03/01/2031 04/01/2001 0
600073630 7.5
VIENNA 508000 507243.62 507622.99 03/01/2001
01/23/2001 360 Primary Refinance
221810000 Standard N 36982 79.8742
3552.01 02/01/2031 04/01/2001 0
600073734 7.875 395000 394687.69 395000 04/01/2001
XXXXXXXXX 02/16/2001 360 Primary Purchase
801070000 Standard N 36982 71.8182
2864.02 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600074032 7.875 375900 375641.3 375641.3 04/01/2001
SHREWSBURY MA 02/28/2001 360 Primary Purchase
015450000 Standard N 36982 79.7412
2725.53 03/01/2031 04/01/2001 0
600074482 7.625
380000 379724.96 380000 04/01/2001
NORTHBROOK IL 02/20/2001 360 Primary Refinance
600620000 Residence
Standard N 36951 69.0909
2689.62 03/01/2031 04/01/2001 0
600074524 8.125 294799 294606.15 294606.15 04/01/2001
NORTH WALES 02/15/2001 360 Primary Purchase
Residence
194540000 Standard N 36982 94.9999
2188.88 03/01/2031 04/01/2001 0
600074692 9
NAPERVILLE 500000 499726.89 500000 04/01/2001
02/16/2001 360 Primary Refinance
605640000 Standard N 36982 76.9231
4023.11 03/01/2031 04/01/2001 0
600075038 8 320850 320418 320634.72 03/01/2001
MILPITAS 01/16/2001 360 Primary Refinance
950350000 Standard N 36951 71.3
2354.28 02/01/2031 04/01/2001 0
600075049 7.875 334300 333838.35 334069.93 03/01/2001
SAN XXXX
951270000 01/10/2001 360 Primary Refinance
Standard N 36951 83.3666
2423.91 02/01/2031 04/01/2001 0
600075061 7.75 550000 549221.12 549611.81 03/01/2001
PLEASANTON CA 01/08/2001 360 Primary Purchase
945660000 Standard N 36951 38.5721
3940.27 02/01/2031 04/01/2001 0
600075074 8.375
278650 278126.78 278302.4 02/01/2001
SAN JOSE CA 12/08/2000 360 Primary Purchase
951160000 Residence
Standard N 36982 89.8871
2117.94 01/01/2031 04/01/2001 0
600075086 7.75 387200 386651.67 386926.72 03/01/2001
GILROY 01/22/2001 360 Primary Purchase
Residence
950200000 Standard N 36951 80
2773.95 02/01/2031 04/01/2001 0
600075153 7.75
XXX XXXXXXXXX 000000 637050.06 637050.06 04/01/2001
02/22/2001 360 Primary Purchase
941230000 Standard N 36982 75
4567.13 03/01/2031 04/01/2001 0
600075448 8.25 408700 408176.97 408439.38 03/01/2001
IRVINE 01/18/2001 360 Primary Purchase
926020000 Standard N 36982 79.982
3070.43 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600075596 7.75 279000 278803.08 278803.08 04/01/2001
BOSTON MA 02/09/2001 360 Primary Purchase
021180000 Standard N 36982 90
1998.79 03/01/2031 04/01/2001 0
600076230 7.75
365250 365250 365250 05/01/2001
NORTHBOROUGH MA 03/02/2001 360 Primary Refinance
015320000 Residence
Standard N 36982 71.6176
2616.69 04/01/2031 04/01/2001 0
600076380 7.625 384000 383722.07 383722.07 04/01/2001
PARK CITY 02/05/2001 360 Primary Purchase
Residence
840600000 Standard N 36982 80
2717.93 03/01/2031 04/01/2001 0
600076455 7.875
SAN FRANCISCO 637400 636519.82 636961.35 03/01/2001
01/23/2001 360 Primary Refinance
941210000 Standard N 36951 79.675
4621.59 02/01/2031 04/01/2001 0
600076463 7.625 357150 356178.52 356441.51 03/01/2001
FAIR OAKS RANCH 01/25/2001 360 Primary Refinance
913510000 Standard N 36982 75.9894
2527.88 02/01/2031 04/01/2001 0
600076475 7.5 344000 343487.82 343487.82 03/01/2001
SAN XXXX
951320000 01/11/2001 360 Primary Purchase
Standard N 36982 80
2405.29 02/01/2031 04/01/2001 0
600076477 7.375 360000 359450.46 359726.07 03/01/2001
REDONDO BEACH CA 01/09/2001 360 Primary Refinance
902770000 Standard N 36951 80
2486.43 02/01/2031 04/01/2001 0
600076483 7.375
468500 467784.83 468143.51 03/01/2001
SAN CLEMENTE CA 01/18/2001 360 Primary Purchase
927630000 Residence
Standard N 36982 79.9309
3235.81 02/01/2031 04/01/2001 0
600076485 7.25 310000 309514.88 309758.17 03/01/2001
SAN XXXX 01/18/2001 360 Primary Refinance
Residence
951110000 Standard N 36951 78.481
2114.75 02/01/2031 04/01/2001 0
600076486 7.25
SIMI VALLEY 400000 398823.29 398823.29 03/01/2001
01/31/2001 360 Primary Purchase
930630000 Standard N 36982 79.1987
2728.7 02/01/2031 04/01/2001 0
600076535 7.375 410000 409687.31 409687.31 04/01/2001
SIMPSONVILLE 02/06/2001 360 Primary Refinance
296810000 Standard N 36982 66.8842
2831.77 03/01/2031 04/01/2001 0.71
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600076564 7.625 483600 482897.75 483249.99 03/01/2001
SOLVANGE CA 01/19/2001 360 Primary Purchase
934630000 Standard N 36982 78
3422.89 02/01/2031 04/01/2001 0
600076890 7.5
434000 433677.9 434000 04/01/2001
HINSDALE IL 02/08/2001 360 Primary Purchase
605210000 Residence
Standard N 36951 80
3034.6 03/01/2031 04/01/2001 0
600076990 8.75 391500 391020 391500 04/01/2001
NEW ORLEANS 02/13/2001 360 Primary Refinance
Residence
701180000 Standard N 36982 90
3079.93 03/01/2031 04/01/2001 0
600077040 7.75
XXXXXX XXXX 000000 598577.23 599000 04/01/2001
02/15/2001 360 Primary Refinance
801040000 Standard N 36982 68.8506
4291.31 03/01/2031 04/01/2001 0
600077173 7.5 300000 299777.35 300000 04/01/2001
LAKE BLUFF 02/23/2001 360 Primary Refinance
600440000 Standard N 36982 49.1803
2097.65 03/01/2031 04/01/2001 0
600077880 7.875 330000 329538.64 329772.9 03/01/2001
GREAT FALLS
220660000 02/02/2001 360 Primary Purchase
Standard N 36982 80
2392.73 02/01/2031 04/01/2001 0
600078232 7.625 520000 520000 520000 05/01/2001
XXXX RIDGE IL 02/26/2001 360 Primary Refinance
605210000 Standard N 36982 63.4146
3680.52 04/01/2031 04/01/2001 0
600078750 7.5
338000 337684.67 338000 04/01/2001
SHOREWOOD WI 02/21/2001 360 Primary Refinance
532110000 Residence
Standard N 36982 78.6047
2363.34 03/01/2031 04/01/2001 0
600079084 7.5 327500 327256.95 327256.95 04/01/2001
BEND 02/14/2001 360 Primary Refinance
Residence
977020000 Standard N 36982 67.5258
2289.93 03/01/2031 04/01/2001 -0.01
600079215 8
SAN DIEGO 396000 395197.56 395466.82 02/01/2001
12/12/2000 360 Primary Refinance
921170000 Standard N 36982 79.2
2905.71 01/01/2031 04/01/2001 0
600079332 7.75 352600 352100.67 352351.14 03/01/2001
PINOLE 01/25/2001 360 Primary Purchase
945640000 Standard N 36951 79.9938
2526.07 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600079340 7.375 286100 285663.26 285663.26 03/01/2001
TRACY CA 01/22/2001 360 Primary Purchase
953770000 Standard N 36982 89.994
1976.02 02/01/2031 04/01/2001 0
600079491 7.875
339300 339066.5 339300 04/01/2001
ARVADA CO 02/09/2001 360 Primary Refinance
800070000 Residence
Standard N 36982 64.6286
2460.16 03/01/2031 04/01/2001 0
600079532 7.625 386500 385938.76 386220.27 03/01/2001
SAN XXXX 01/29/2001 360 Primary Purchase
Residence
951210000 Standard N 36982 79.938
2735.62 02/01/2031 04/01/2001 0
600079680 8
SIMI VALLEY 398600 398013.26 398332.54 03/01/2001
01/16/2001 360 Primary Purchase
930630000 Standard N 36982 79.9952
2924.79 02/01/2031 04/01/2001 0
600079744 7.5 352800 352274.7 352274.7 03/01/2001
SAN XXXX 01/22/2001 360 Primary Purchase
951220000 Standard N 36982 80
2466.83 02/01/2031 04/01/2001 0
600079747 7.625 585000 584576.59 585000 04/01/2001
MCLEAN
221020000 02/22/2001 360 Primary Refinance
Standard N 36982 73.4925
4140.6 03/01/2031 04/01/2001 0
600079757 8.25 337550 337118.04 337334.76 03/01/2001
RICHMOND CA 01/22/2001 360 Primary Purchase
948060000 Standard N 36951 79.9976
2535.9 02/01/2031 04/01/2001 0
600079761 7.625
432000 431687.33 432000 04/01/2001
MCLEAN VA 02/16/2001 360 Primary Purchase
221010000 Residence
Standard N 36982 80
3057.67 03/01/2031 04/01/2001 0
600079784 7.5 512000 511620.02 511620.02 04/01/2001
RANCHO PALOS 02/23/2001 360 Primary Purchase
VERDES Residence
902740000 Standard N 36982 80
3579.98 03/01/2031 04/01/2001 0
600079787 8
FALLBROOK 400000 399380.16 399691.11 03/01/2001
01/11/2001 360 Primary Refinance
920280000 Standard N 36982 80
2935.06 02/01/2031 04/01/2001 0
600080798 7.625 435000 434685.16 435000 04/01/2001
CARMEL 02/26/2001 360 Primary Refinance
460320000 STANDARD N 36951 71.3115
3078.9 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600080832 7.625 350000 349746.69 349746.69 04/01/2001
ZIONSVILLE IN 02/20/2001 360 Primary Refinance
460770000 STANDARD N 36982 62.2776
2477.27 03/01/2031 04/01/2001 0
600083619 8.25
420000 419462.52 419732.18 03/01/2001
CARMEL VALLEY CA 01/22/2001 360 Primary Refinance
939240000 Residence
Standard N 36982 67.2
3155.32 02/01/2031 04/01/2001 0
600083780 8.5 327600 327401.54 327600 04/01/2001
PERRYSBURG 02/02/2001 360 Primary Refinance
Residence
435510000 Standard N 36951 71.2174
2518.96 03/01/2031 04/01/2001 0
600084022 7.625
HINSDALE 515900 515526.61 515526.61 04/01/2001
02/28/2001 360 Primary Refinance
605210000 Standard N 36982 70
3651.5 03/01/2031 04/01/2001 0
600084068 7.375 330000 329496.25 329748.9 03/01/2001
FORT XXXXXXX 01/26/2001 360 Primary Refinance
805250000 Standard N 36982 73.3333
2279.23 02/01/2031 04/01/2001 0
600084072 7.75 331000 330431.27 330431.27 03/01/2001
APTOS
950030000 01/23/2001 360 Primary Refinance
Standard N 36982 77.1562
2371.32 02/01/2031 04/01/2001 0
600084861 7.75 468800 468469.13 468469.13 04/01/2001
XXXXXXXXX CO 02/28/2001 360 Primary Purchase
801070000 Standard N 36982 80
3358.54 03/01/2031 04/01/2001 0
600085169 7.75
346400 346400 346400 05/01/2001
XXXXXXXXX CO 03/08/2001 360 Primary Purchase
801070000 Residence
Standard N 36982 72.9263
2481.65 04/01/2031 04/01/2001 0
600085799 7.5 405000 404699.43 405000 04/01/2001
XXXXXX 02/15/2001 360 Primary Purchase
Residence
442360000 Standard N 36982 90
2831.82 03/01/2031 04/01/2001 0
600086230 7.5
XX XXXXXXX 000000 399703.14 400000 04/01/2001
02/07/2001 360 Primary Purchase
945300000 Standard N 36982 71.4286
2796.86 03/01/2031 04/01/2001 0
600086235 7.625 484000 483649.68 484000 04/01/2001
SUNNYVALE 02/08/2001 360 Primary Purchase
940860000 Standard N 36982 80
3425.72 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600086241 7.625 428000 427687.49 428000 04/01/2001
POWDER SPRINGS GA 02/10/2001 360 Primary Refinance
301270000 Standard N 36982 74.4348
3029.36 03/01/2031 04/01/2001 0
600086244 8
320000 319569.13 319785.28 03/01/2001
XXXXXX XXXX XX 00/00/0000 360 Primary Refinance
604770000 Residence
Standard N 36982 80
2348.05 02/01/2031 04/01/2001 0
600086248 7.5 358000 357466.96 357734.31 03/01/2001
ALPHARETTA 02/01/2001 360 Primary Refinance
Residence
300220000 Standard N 36951 75.3684
2503.19 02/01/2031 04/01/2001 0
600086249 7.75
SAN DIEGO 361000 360745.21 361000 04/01/2001
02/01/2001 360 Primary Refinance
921060000 Standard N 36982 79.8673
2586.25 03/01/2031 04/01/2001 0
600086389 7.75 365200 364942.24 365200 04/01/2001
ST XXXXXXX 02/20/2001 360 Primary Purchase
601750000 Standard N 36982 84.95
2616.34 03/01/2031 04/01/2001 0
600086880 8.25 316000 315798.5 316000 04/01/2001
BOWIE
207210000 02/16/2001 360 Primary Purchase
Standard N 36982 94.9905
2374 03/01/2031 04/01/2001 0
600087466 7.75 383000 382729.68 383000 04/01/2001
SAN JOSE CA 02/21/2001 360 Primary Refinance
951230000 Standard N 36951 78.9691
2743.86 03/01/2031 04/01/2001 0
600088656 8.5
640000 639612.28 640000 04/01/2001
CAMARILLO CA 01/26/2001 360 Primary Purchase
930100000 Residence
Standard N 36951 80
4921.05 03/01/2031 04/01/2001 0
600088683 7.375 323000 322754.22 323000 04/01/2001
AURORA 02/28/2001 360 Primary Refinance
Residence
605040000 Standard N 36951 84.7769
2230.88 03/01/2031 04/01/2001 0
600089043 8.75
WOBURN 348800 348599.32 348800 04/01/2001
02/28/2001 360 Primary Purchase
018010000 Standard N 36982 80
2744.01 03/01/2031 04/01/2001 0
600089155 8 360000 359757.64 360000 04/01/2001
MATTAPORISETT 02/23/2001 360 Primary Purchase
023790000 Standard N 36982 80
2641.55 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600089358 7.375 360000 360000 360000 05/01/2001
DANVILLE CA 03/05/2001 360 Primary Purchase
945260000 Standard N 36982 60.5042
2486.43 04/01/2031 04/01/2001 0
600089560 7.75
304000 304000 304000 05/01/2001
VISTA CA 03/01/2001 360 Primary Refinance
920840000 Residence
Standard N 36982 71.5294
2177.89 04/01/2031 04/01/2001 0
600089606 7.125 356000 355715.31 356000 04/01/2001
FREMONT 02/07/2001 360 Primary Refinance
Residence
945360000 Standard N 36982 74.1667
2398.44 03/01/2031 04/01/2001 0
600089610 7.375
XXXXXX VALLEY 340000 339741.28 340000 04/01/2001
02/14/2001 360 Primary Purchase
945460000 Standard N 36982 80
2348.3 03/01/2031 04/01/2001 0
600089614 7.5 351950 351688.8 351688.8 04/01/2001
SAN XXXX 02/13/2001 360 Primary Purchase
951160000 Standard N 36982 79.9977
2460.89 03/01/2031 04/01/2001 0
600089618 7.875 333500 333188.59 333500 04/01/2001
BERKELEY
947030000 02/14/2001 360 Primary Refinance
Standard N 36982 51.3077
2418.11 03/01/2031 04/01/2001 0
600090012 7.625 325000 325000 325000 05/01/2001
HULL MA 03/12/2001 360 Primary Refinance
020450000 Standard N 36982 70.6522
2300.32 04/01/2031 04/01/2001 0
600090904 8.125
340000 339777.58 340000 04/01/2001
GLEN ELLYN IL 02/27/2001 360 Primary Purchase
601370000 Residence
Standard N 36982 94.4444
2524.5 03/01/2031 04/01/2001 0
600090929 7.25 450000 449648.95 449648.95 04/01/2001
CHICAGO 02/27/2001 360 Primary Purchase
Residence
606250000 Standard N 36982 69.3642
3069.8 03/01/2031 04/01/2001 0
600091544 7.625
XXXXXXX 544000 543606.27 543606.27 04/01/2001
02/16/2001 360 Primary Refinance
201240000 Standard N 36982 80
3850.4 03/01/2031 04/01/2001 0
600091870 7.625 299000 298783.6 298783.6 04/01/2001
THOUSAND OAKS 02/21/2001 360 Primary Refinance
913600000 Standard N 36982 72.3971
2116.3 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600092437 7.625 365500 365500 365500 05/01/2001
LAFAYETTE CO 03/07/2001 360 Primary Refinance
800260000 Stated Income N 36982 64.6903
2586.99 04/01/2031 04/01/2001 0
600092686 7.75
283100 282900.19 283100 04/01/2001
HERNANDO MS 02/09/2001 360 Primary Purchase
386320000 Residence
Standard N 36982 95
2028.16 03/01/2031 04/01/2001 0
600092768 7.75 468200 467469.55 467469.55 04/01/2001
SAMMAMASH 02/05/2001 360 Primary Refinance
Residence
980750000 Standard N 36982 78.4255
3354.24 03/01/2031 04/01/2001 400
600093071 7.75
LIBERTYVILLE 530000 530000 530000 05/01/2001
03/12/2001 360 Primary Refinance
600480000 Standard N 36982 60.5714
3796.98 04/01/2031 04/01/2001 0
600093608 7.875 455200 455200 455200 05/01/2001
PRINCETON 03/14/2001 360 Primary Purchase
085400000 Standard N 36982 80
3300.52 04/01/2031 04/01/2001 0
600094367 7.875 434800 434500.78 434800 04/01/2001
SAN FRANCISCO
941170000 02/09/2001 360 Primary Refinance
Standard N 36982 62.1143
3152.6 03/01/2031 04/01/2001 0
600095071 7.625 340000 340000 340000 05/01/2001
ALEXANDERIA VA 03/15/2001 360 Primary Purchase
223140000 Standard N 36982 80
2406.49 04/01/2031 04/01/2001 0
600095486 7.5
395000 395000 395000 05/01/2001
NOVATO CA 03/08/2001 360 Primary Purchase
949470000 Residence
Standard N 36982 79.798
2761.89 04/01/2031 04/01/2001 0
600096726 7.75 311900 311679.86 311679.86 04/01/2001
BRENTWOOD 02/23/2001 360 Primary Purchase
Residence
945130000 Standard N 36982 78.962
2234.49 03/01/2031 04/01/2001 0
600096728 7.75
ORINDA 488000 487655.58 487655.58 04/01/2001
02/27/2001 360 Primary Purchase
945490000 Standard N 36982 80
3496.09 03/01/2031 04/01/2001 0
600097185 7.75 436500 436500 436500 05/01/2001
XXXXXXX 03/09/2001 360 Primary Purchase
079300000 Standard N 36982 90
3127.14 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
600103183 7.25 600000 600000 600000 05/01/2001
EPHRAIM UT 03/09/2001 360 Primary Refinance
846270000 Standard N 36982 75.4717
4093.05 04/01/2031 04/01/2001 0
600103336 7.25
356000 355709.88 356000 04/01/2001
SALINAS CA 02/16/2001 360 Primary Refinance
939060000 Residence
Standard N 36982 77.7293
2428.55 03/01/2031 04/01/2001 12.4
600106502 7.5 452000 451664.55 451664.55 04/01/2001
HAYWARD 02/20/2001 360 Primary Refinance
Residence
945420000 Standard N 36982 80
3160.45 03/01/2031 04/01/2001 0
600106532 7.875
XXXXXXX XXXX 000000 429704.08 429704.08 04/01/2001
02/14/2001 360 Primary Refinance
940610000 Standard N 36982 79.6296
3117.8 03/01/2031 04/01/2001 -0.01
600106542 7.5 469000 468651.93 468651.93 04/01/2001
CARMEL VALLEY 02/07/2001 360 Primary Refinance
939240000 Standard N 36982 70
3279.32 03/01/2031 04/01/2001 0
600106575 7.625 360000 359739.45 359739.45 04/01/2001
XXXXXX VALLEY
945460000 02/16/2001 360 Primary Purchase
Standard N 36982 80
2548.05 03/01/2031 04/01/2001 -0.01
600106781 7.5 523200 522811.71 522811.71 04/01/2001
SAMMANISH WA 02/08/2001 360 Primary Purchase
980750000 Standard N 36982 80
3658.29 03/01/2031 04/01/2001 0
600107640 7.625
445000 444677.92 444677.92 04/01/2001
NAPA CA 02/23/2001 360 Primary Purchase
945580000 Residence
Standard N 36982 79.9152
3149.68 03/01/2031 04/01/2001 0
600107646 7.5 489600 489236.65 489236.65 04/01/2001
SAN DIEGO 02/22/2001 360 Primary Refinance
Residence
921310000 Standard N 36982 69.9429
3423.35 03/01/2031 04/01/2001 0
600108995 7.25
XXXXXX 320000 320000 320000 05/01/2001
03/17/2001 360 Primary Refinance
024590000 Standard N 36982 79.602
2182.96 04/01/2031 04/01/2001 0
652182060 7.375 376176 375889.75 375889.75 04/01/2001
LADERA RANCH 02/22/2001 360 Primary Purchase
926940000 Standard N 36982 79.9998
2598.16 03/01/2031 04/01/2001 0.01
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652182391 7.5 298800 298355.09 298578.24 03/01/2001
MC XXXXXX TX 01/25/2001 360 Primary Purchase
750700000 Standard N 36982 94.9814
2089.26 02/01/2031 04/01/2001 0
652198694 6.875
315300 314768.7 314768.7 03/01/2001
CHINO HILLS CA 01/19/2001 360 Primary Purchase
917090000 Residence
Standard N 36982 92.0213
2071.3 02/01/2031 04/01/2001 0
652198767 7.375 304000 304000 304000 05/01/2001
MENDHAM 03/09/2001 360 Primary Purchase
Residence
079450000 Standard N 36982 80
2099.66 04/01/2031 04/01/2001 0
652199209 7.25
RANCHO PALOS 592000 592000 592000 05/01/2001
VERDES 03/07/2001 360 Primary Purchase
902750000 STANDARD N 36982 77.8947
4038.49 04/01/2031 04/01/2001 0
652225494 7.375 576000 575120.73 575561.71 03/01/2001
FALLBROOK 01/24/2001 360 Primary Purchase
920280000 Standard N 36982 80
3978.29 02/01/2031 04/01/2001 0
652245836 7.375 330000 330000 330000 05/01/2001
NORTH WHITE
PLAINS 106030000 03/15/2001 000 Xxxxxxx Xxxxxxxx
Xxxxxxxx X 00000 69.4046
2279.23 04/01/2031 04/01/2001 0
652280750 7.875 377100 375923.28 376188.78 01/01/2001
WOODLAND HILLS CA 11/28/2000 360 Primary Purchase
913670000 Standard N 36951 90
2734.24 12/01/2030 04/01/2001 0
652352006 7.5
280250 279832.72 280042.01 03/01/2001
HUNTINGTON BEACH CA 01/23/2001 360 Primary Purchase
926470000 Residence
Standard N 36982 95
1959.55 02/01/2031 04/01/2001 0
652352818 7.375 471900 471489.72 471489.72 04/01/2001
SANTA XXX 02/09/2001 360 Primary Purchase
Residence
927050000 Standard N 36982 79.9966
3259.3 03/01/2031 04/01/2001 51.2
652362159 7.75
XXXXXXX XXXXX 000000 705998.78 706501 03/01/2001
01/25/2001 360 Primary Refinance
926250000 Standard N 36982 62.8444
5065.04 02/01/2031 04/01/2001 0
652365625 7.5 332500 332253.24 332500 04/01/2001
OLD BETHPAGE 02/16/2001 360 Primary Purchase
118040000 Standard N 36982 95
2324.89 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652372506 7.5 337500 336997.49 337249.53 03/01/2001
NEWBURY PARK CA 01/24/2001 360 Primary Refinance
913200000 Standard N 36951 79.9763
2359.85 02/01/2031 04/01/2001 0
652372841 7.625
327150 326674.93 326913.22 03/01/2001
VALENCIA CA 01/17/2001 360 Primary Purchase
913540000 Residence
Standard N 36982 90
2315.55 02/01/2031 04/01/2001 0
652374276 7.375 340000 339741.28 340000 04/01/2001
HOUSTON 02/01/2001 360 Primary Purchase
Residence
770810000 Standard N 36951 80
2348.3 03/01/2031 04/01/2001 0
652382192 7.125
XXXXX 312000 311750.49 312000 04/01/2001
02/08/2001 360 Primary Purchase
956160000 Standard N 36951 79.9957
2102.01 03/01/2031 04/01/2001 0
652386557 7.5 380000 380000 380000 05/01/2001
BATESVILLE 03/09/2001 360 Primary Refinance
386060000 Standard N 36982 80
2657.02 04/01/2031 04/01/2001 0
652387836 7.5 293000 293000 293000 05/01/2001
SAN DIEGO
921060000 03/01/2001 360 Primary Refinance
Stated Income N 36982 48.8333
2048.7 04/01/2031 04/01/2001 0
652387924 7.5 543000 542191.5 542597.01 03/01/2001
COUNTY OF SONOMA CA 01/12/2001 360 Second Home Purchase
954970000 Standard N 36951 74.8966
3796.74 02/01/2031 04/01/2001 0
652388102 7.5
393000 392414.84 392708.33 03/01/2001
TORRANCE CA 01/13/2001 360 Primary Refinance
905030000 Residence
Standard N 36982 71.4545
2747.92 02/01/2031 04/01/2001 0
652388929 7.25 310000 309514.88 309758.17 03/01/2001
BIRMINGHAM 01/04/2001 360 Primary Refinance
Residence
352420000 Standard N 36951 75.6098
2114.75 02/01/2031 04/01/2001 0
652389258 7.5
SAN DIEGO 399000 398405.91 398703.88 03/01/2001
01/17/2001 360 Primary Purchase
921240000 Standard N 36982 79.9599
2789.87 02/01/2031 04/01/2001 0
652390265 8.25 406500 405979.8 406240.79 03/01/2001
DOVE CANYON 01/20/2001 360 Primary Refinance
926790000 Standard N 36982 84.6875
3053.9 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652392845 7.5 567000 565543.75 565543.75 04/01/2001
WALNUT CREEK CA 02/03/2001 360 Primary Construction-Perma
945960000 Standard N 36982 70
3964.55 03/01/2031 04/01/2001 0
652393472 7.5
525000 524610.37 524610.37 04/01/2001
BURBANK CA 02/08/2001 360 Primary Refinance
915010000 Residence
Standard N 36982 70
3670.88 03/01/2031 04/01/2001 0
652395392 8.125 356600 356129.61 356364.48 03/01/2001
LOS ANGELES 01/25/2001 360 Primary Refinance
Residence
900460000 Standard N 36951 47.5467
2647.75 02/01/2031 04/01/2001 0
652397331 7.5
CALABASAS 402500 401900.71 402201.29 03/01/2001
01/26/2001 360 Primary Refinance
913020000 Standard N 36951 70
2814.34 02/01/2031 04/01/2001 0
652398527 7.5 650000 649517.6 650000 04/01/2001
PICABO 02/11/2001 360 Primary Refinance
833480000 Standard N 36982 33.6788
4544.9 03/01/2031 04/01/2001 0
652402036 7.25 312000 311511.75 311511.75 03/01/2001
VENTURA
930030000 01/23/2001 360 Primary Purchase
Standard N 36982 80
2128.39 02/01/2031 04/01/2001 0
652402421 7.375 356000 355729.11 356000 04/01/2001
CROMWELL CT 02/15/2001 360 Second Home Refinance
064160000 Standard N 36951 56.5079
2458.81 03/01/2031 04/01/2001 0
652402755 7.5
360000 359732.82 360000 04/01/2001
SANTA ANA CA 02/16/2001 360 Primary Refinance
927050000 Residence
Standard N 36982 61.0169
2517.18 03/01/2031 04/01/2001 0
652402892 7.5 335000 334501.21 334751.38 03/01/2001
SAN LEANDRO CA 01/20/2001 360 Primary Refinance
Residence
945780000 Standard N 36951 74.4444
2342.37 02/01/2031 04/01/2001 0
652402979 7.5
LONG BEACH 320600 320362.06 320600 04/01/2001
02/08/2001 360 Primary Refinance
908150000 Standard N 36951 89.0556
2241.69 03/01/2031 04/01/2001 0
652403738 7.5 353500 353237.65 353500 04/01/2001
SAN CLEMENTE 02/16/2001 360 Primary Refinance
926730000 Standard N 36951 78.0353
2471.73 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652403838 7.5 523000 522221.29 522611.86 03/01/2001
SANTA CRUZ CA 01/21/2001 360 Primary Refinance
950600000 Standard N 36982 63.012
3656.89 02/01/2031 04/01/2001 0
652404002 7.5
435000 434677.16 435000 04/01/2001
CULVER CITY CA 02/08/2001 360 Primary Refinance
902320000 Residence
Standard N 36951 75
3041.59 03/01/2031 04/01/2001 0
652404890 7.125 356300 355728.45 356015.07 03/01/2001
ORINDA 01/12/2001 360 Primary Refinance
Residence
945630000 Standard N 36951 55.6719
2400.46 02/01/2031 04/01/2001 0
652405064 7.625
PENHOOK 475000 474310.21 474656.2 03/01/2001
01/25/2001 360 Primary Refinance
241370000 Standard N 36982 64.1892
3362.03 02/01/2031 04/01/2001 0
652405720 7.375 284000 283566.47 283783.9 03/01/2001
HAYWARD 01/12/2001 360 Primary Refinance
945410000 Standard N 36982 73.7662
1961.52 02/01/2031 04/01/2001 0
652405973 7.375 344000 343738.24 344000 04/01/2001
VALLEJO
945910000 02/19/2001 360 Primary Refinance
Standard N 36951 80
2375.93 03/01/2031 04/01/2001 0
652406772 7.5 101250 100513.33 100882.81 03/01/2001
LONG BEACH CA 01/17/2001 360 Primary Purchase
908130000 Stated Income N 36982 75
707.96 02/01/2031 04/01/2001 0
652406931 7.375
367500 366938.98 367220.35 03/01/2001
GILROY CA 01/20/2001 360 Primary Refinance
950200000 Residence
Standard N 36982 79.0323
2538.24 02/01/2031 04/01/2001 0
652407102 7.5 536000 535201.93 535602.21 03/01/2001
SARATOGA 01/20/2001 360 Primary Refinance
Residence
950700000 Standard N 36982 76.5714
3747.79 02/01/2031 04/01/2001 0
652407178 6.875
MISSION VIEJO 297000 296499.53 296750.48 03/01/2001
01/15/2001 360 Primary Refinance
926920000 Standard N 36951 60.6122
1951.08 02/01/2031 04/01/2001 0
652407234 7.5 400000 399703.14 400000 04/01/2001
LOS ALAMITOS 02/11/2001 360 Primary Refinance
AREA 907200000 Standard N 36951 80
2796.86 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652407385 7.375 315500 315018.36 315259.92 03/01/2001
TRABUCO CANYON CA 01/25/2001 360 Primary Refinance
AREA 926790000 Standard N 36982 78.875
2179.09 02/01/2031 04/01/2001 0
652408143 7.375
465000 464290.17 464646.17 03/01/2001
ESCONDIDO CA 01/09/2001 360 Primary Refinance
920290000 Residence
Standard N 36982 75.6098
3211.64 02/01/2031 04/01/2001 0
652408228 7.5 303000 302385.59 302693.75 03/01/2001
IRVINE 01/24/2001 360 Primary Refinance
Residence
926200000 Standard N 36982 71.2941
2118.62 02/01/2031 04/01/2001 0
652408371 7.375
SHINGLE SPRINGS 315000 314519.14 314519.14 03/01/2001
01/18/2001 360 Primary Refinance
956820000 Standard N 36982 74.1176
2175.63 02/01/2031 04/01/2001 0
652408558 7.5 320000 319762.51 319762.51 04/01/2001
SONOMA 02/01/2001 360 Primary Refinance
954760000 Standard N 36982 71.1111
2237.49 03/01/2031 04/01/2001 0
652408865 7.375 327700 327199.75 327450.64 03/01/2001
XXXXX XXXXX
928860000 01/12/2001 360 Primary Refinance
Standard N 36951 79.9268
2263.35 02/01/2031 04/01/2001 0
652409090 7.25 545000 543610.62 544261.67 03/01/2001
NEWPORT BEACH CA 01/15/2001 300 Primary Refinance
926250000 Standard N 36951 72.6667
3939.3 02/01/2026 04/01/2001 0
652409594 7.5
427000 426335.43 426668.75 03/01/2001
SAN JOSE CA 01/20/2001 360 Primary Refinance
951330000 Residence
Standard N 36982 69.2058
2985.65 02/01/2031 04/01/2001 0
652409682 7.5 303500 303048.11 303048.11 03/01/2001
MANALAPAN 01/23/2001 360 Primary Refinance
Residence
077260000 Standard N 36982 86.7143
2122.12 02/01/2031 04/01/2001 0
652409748 7.5
CHINO HILLS 650000 649032.19 649517.6 03/01/2001
01/19/2001 360 Primary Refinance
917090000 Standard N 36951 72.6257
4544.9 02/01/2031 04/01/2001 0
652410842 7.5 353000 352474.4 352738.02 03/01/2001
FRESNO 01/18/2001 360 Primary Refinance
937200000 Standard N 36982 77.5824
2468.23 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652410931 7.5 460000 459658.61 460000 04/01/2001
ESCONDIDO CA 02/05/2001 360 Primary Purchase
920290000 Standard N 36951 80
3216.39 03/01/2031 04/01/2001 0
652411826 7.375
303000 302537.46 302769.44 03/01/2001
OCEANSIDE CA 01/20/2001 360 Primary Refinance
920570000 Residence
Standard N 36982 72.1429
2092.75 02/01/2031 04/01/2001 0
652412191 7.375 300000 299341.42 299671.72 03/01/2001
ALTADENA 01/25/2001 360 Primary Refinance
Residence
910010000 Standard N 36982 80
2072.03 02/01/2031 04/01/2001 0
652412295 7.5
XXX XXXXX XXXXX 000000 279583.08 279792.19 03/01/2001
01/24/2001 360 Primary Refinance
395200000 Stated Income N 36982 69.6517
1957.81 02/01/2031 04/01/2001 0
652412322 7.5 342100 341590.63 341846.11 03/01/2001
SOUTH SAN 01/24/2001 360 Primary Refinance
FRANCISCO 940800000 Standard N 36951 67.7426
2392.02 02/01/2031 04/01/2001 0
652412605 7.375 317500 317015.32 317258.4 03/01/2001
ALTADENA
910010000 01/17/2001 360 Primary Refinance
Standard N 36982 74.7059
2192.9 02/01/2031 04/01/2001 0
652412678 7.5 400000 399404.42 399703.14 03/01/2001
BELLEVUE WA 01/24/2001 360 Primary Refinance
980040000 Standard N 36982 77.6699
2796.86 02/01/2031 04/01/2001 0
652413183 7.5
360000 359065.48 359535.56 03/01/2001
ALPINE CA 01/20/2001 360 Primary Refinance
919010000 Residence
Standard N 36982 80
2517.18 02/01/2031 04/01/2001 0
652413511 7.5 450000 449329.97 449666.03 03/01/2001
LOS ANGELES 01/17/2001 360 Primary Refinance
Residence
900640000 Standard N 36982 56.25
3146.47 02/01/2031 04/01/2001 0
652413897 7.5
IRVINE 450000 449329.97 449666.03 03/01/2001
01/26/2001 360 Primary Refinance
926120000 Standard N 36982 65.2174
3146.47 02/01/2031 04/01/2001 0
652414687 7.5 313500 312849.41 313084.67 03/01/2001
NEWARK 01/18/2001 360 Primary Refinance
945600000 Standard N 36951 57
2192.04 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652414778 7.625 381000 380724.24 381000 04/01/2001
GILROY CA 02/20/2001 360 Primary Refinance
950200000 Standard N 36951 78.5567
2696.7 03/01/2031 04/01/2001 0
652416085 7.5
305000 304542.15 304542.15 03/01/2001
HAYWARD CA 01/26/2001 360 Primary Refinance
945410000 Residence
Standard N 36982 74.0291
2132.61 02/01/2031 04/01/2001 3.72
652416247 7.5 146100 145882.46 145991.57 03/01/2001
LONG BEACH 01/18/2001 360 Primary Refinance
Residence
908080000 Stated Income N 36982 64.9333
1021.56 02/01/2031 04/01/2001 0
652417054 7.625
SAN LEANDRO 303000 302559.99 302780.69 03/01/2001
01/20/2001 360 Primary Refinance
945770000 Standard N 36982 79.9472
2144.62 02/01/2031 04/01/2001 0
652417138 8.125 339500 339054.33 339277.92 03/01/2001
FOLSOM 01/16/2001 360 Primary Refinance
956300000 Standard N 36951 75.4444
2520.78 02/01/2031 04/01/2001 0
652418446 7.5 336000 335750.63 336000 04/01/2001
TUCSON
857190000 02/17/2001 360 Primary Refinance
Standard N 36951 80
2349.37 03/01/2031 04/01/2001 0
652418945 7.375 310000 310000 310000 05/01/2001
COPPELL TX 03/14/2001 360 Primary Refinance
750190000 Standard N 36982 79.0816
2141.1 04/01/2031 04/01/2001 0
652420687 7.5
375000 374441.64 374721.69 03/01/2001
SAN XXXXX AREA CA 01/23/2001 360 Primary Refinance
907320000 Residence
Standard N 36951 75
2622.06 02/01/2031 04/01/2001 0
652421625 7.5 336000 335499.7 335750.63 03/01/2001
IRVINE 01/22/2001 360 Primary Refinance
Residence
926120000 Standard N 36951 51.6923
2349.37 02/01/2031 04/01/2001 0
652422961 7.5
TOPANGA 422000 421686.5 422000 04/01/2001
02/13/2001 360 Primary Refinance
902900000 Standard N 36982 79.6226
2950.69 03/01/2031 04/01/2001 0
652423159 7.5 316000 315765.48 315765.48 04/01/2001
OXNARD 02/22/2001 360 Primary Purchase
930350000 Standard N 36982 80
2209.52 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652423671 7 400000 399672.12 399672.12 04/01/2001
XXXXXXXXXX XX 00/00/0000 360 Primary Refinance
077370000 Standard N 36982 72.7273
2661.21 03/01/2031 04/01/2001 0
652424560 7
347300 346728.98 347015.32 03/01/2001
TRABUCO CANYON CA 01/22/2001 360 Primary Refinance
926790000 Residence
Standard N 36982 73.1158
2310.6 02/01/2031 04/01/2001 0
652425325 7.25 362500 362217.21 362500 04/01/2001
MILPITAS 02/09/2001 360 Primary Refinance
Residence
950350000 Standard N 36951 79.6703
2472.89 03/01/2031 04/01/2001 0
652428124 7.5
IRVINE 413000 412385.06 412693.49 03/01/2001
01/27/2001 360 Primary Refinance
926200000 Standard N 36982 71.8261
2887.76 02/01/2031 04/01/2001 0
652428154 7.5 300000 299777.35 300000 04/01/2001
OAK VIEW 02/07/2001 360 Primary Purchase
930220000 Standard N 36982 76.9231
2097.65 03/01/2031 04/01/2001 0
652429010 7.5 385000 384714.27 385000 04/01/2001
SO LAKE TAHOE
961500000 02/16/2001 360 Primary Refinance
Standard N 36951 72.6415
2691.98 03/01/2031 04/01/2001 0
652429160 7.5 350000 349687.5 350000 04/01/2001
LONG BEACH CA 02/13/2001 360 Primary Refinance
908030000 Standard N 36982 72.9167
2447.26 03/01/2031 04/01/2001 0
652430195 7.375
313600 313361.37 313361.37 04/01/2001
PLEASANTON CA 02/17/2001 360 Primary Purchase
945660000 Residence
Standard N 36982 80
2165.96 03/01/2031 04/01/2001 0
652430306 7.625 532000 531227.45 531614.95 03/01/2001
XXXXXXXXX 01/25/2001 360 Primary Refinance
Residence
890520000 Standard N 36982 70
3765.47 02/01/2031 04/01/2001 0
652430455 7.625
LEESBURG 301500 301281.78 301281.78 04/01/2001
02/22/2001 360 Primary Refinance
201760000 Standard N 36982 74.44
2134 03/01/2031 04/01/2001 0
652430734 7.5 351500 350976.64 351239.14 03/01/2001
TUSTIN 01/25/2001 360 Primary Refinance
927820000 Standard N 36951 79.8864
2457.74 02/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652431499 7.375 400000 399695.62 400000 04/01/2001
LAGUNA BEACH CA 02/28/2001 360 Primary Purchase
926510000 Standard N 36951 77.2201
2762.71 03/01/2031 04/01/2001 0
652433384 7.375
472000 472000 472000 05/01/2001
RANCHO SANTA CA 03/08/2001 360 Primary Purchase
MARGAR 926880000 Residence
STANDARD N 36982 80
3259.99 04/01/2031 04/01/2001 0
652433957 7 418000 417657.36 418000 04/01/2001
SAN FRANCISCO 02/18/2001 360 Primary Refinance
Residence
941170000 Standard N 36982 37.8281
2780.97 03/01/2031 04/01/2001 0
652434487 7.125
XXXXXXXXX XXXX 000000 359712.11 360000 04/01/2001
02/21/2001 360 Primary Refinance
925030000 Standard N 36951 80
2425.39 03/01/2031 04/01/2001 0
652436580 7 441500 441138.1 441138.1 04/01/2001
PASADENA AREA 02/22/2001 360 Primary Purchase
911070000 Standard N 36982 66.7443
2937.32 03/01/2031 04/01/2001 0
652439790 7.5 380000 379717.98 380000 04/01/2001
CUPERTINO
950140000 02/16/2001 360 Primary Refinance
Standard N 36951 67.8571
2657.02 03/01/2031 04/01/2001 0
652439881 7.5 400000 399703.14 400000 04/01/2001
XXXXX XXXX XX 00/00/0000 360 Primary Refinance
945870000 Standard N 36951 70.7965
2796.86 03/01/2031 04/01/2001 0
652439993 7.625
316000 315707.92 315707.92 04/01/2001
CULVER CITY CA 02/26/2001 360 Primary Refinance
902300000 Residence
Standard N 36982 78.0247
2236.63 03/01/2031 04/01/2001 63.37
652440335 7.625 282000 281795.9 281795.9 04/01/2001
REDWOOD CITY 02/22/2001 360 Primary Refinance
Residence
940610000 Standard N 36982 66.3529
1995.98 03/01/2031 04/01/2001 -0.01
652441467 7.5
XXXXXXX PARK 303000 302775.13 302775.13 04/01/2001
TOWNSH 02/14/2001 360 Primary Refinance
606310000 Standard N 36982 72.1429
2118.62 03/01/2031 04/01/2001 0
652441798 7.375 355000 354729.87 355000 04/01/2001
SAN FRANCISCO 02/05/2001 360 Primary Refinance
941270000 Standard N 36951 50.7143
2451.9 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652442661 7.5 407000 407000 407000 05/01/2001
HOUSTON TX 03/08/2001 360 Primary Refinance
770060000 STANDARD N 36982 44
2845.81 04/01/2031 04/01/2001 0
652444571 7.375
460000 460000 460000 05/01/2001
MISSION VIEJO CA 03/09/2001 360 Primary Refinance
926920000 Residence
STANDARD N 36982 61.3333
3177.11 04/01/2031 04/01/2001 0
652444594 7.375 375000 374687.2 375000 04/01/2001
CITY OF PLEASANT 02/13/2001 360 Primary Refinance
HI Residence
945230000 Standard N 36982 74.2574
2590.04 03/01/2031 04/01/2001 27.45
652446616 7.5
NEWARK 341500 341246.56 341500 04/01/2001
02/15/2001 360 Primary Refinance
945600000 Standard N 36951 75.3863
2387.82 03/01/2031 04/01/2001 0
652447109 7.5 370000 369725.4 370000 04/01/2001
SAN XXXX 02/12/2001 360 Primary Refinance
951270000 Standard N 36951 67.2727
2587.1 03/01/2031 04/01/2001 0
652447320 7.5 375000 374721.69 375000 04/01/2001
SANTA XXXXXXX
931010000 02/13/2001 360 Primary Refinance
Standard N 36951 60.4839
2622.06 03/01/2031 04/01/2001 0
652448507 7.375 314200 313960.9 313960.9 04/01/2001
CHINO HILLS CA 02/23/2001 360 Primary Refinance
917090000 Standard N 36982 67.5699
2170.11 03/01/2031 04/01/2001 0.01
652449553 6.875
419200 418847.82 419200 04/01/2001
MOORPARK CA 02/06/2001 360 Primary Purchase
930210000 Residence
Standard N 36951 79.9948
2753.85 03/01/2031 04/01/2001 0
652449762 7.375 360000 360000 360000 05/01/2001
CARLSBAD 03/09/2001 360 Primary Purchase
Residence
920080000 STANDARD N 36982 79.558
2486.44 04/01/2031 04/01/2001 0
652450161 7.5
UPLAND 314500 314500 314500 05/01/2001
03/07/2001 360 Primary Refinance
917840000 STANDARD N 36982 59.508
2199.03 04/01/2031 04/01/2001 0
652450518 7.625 335000 334757.54 335000 04/01/2001
LOS ANGELES 02/17/2001 360 Primary Refinance
913240000 Standard N 36951 54.918
2371.11 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652450814 7.5 560000 559584.39 560000 04/01/2001
AGOURA HILLS CA 02/11/2001 360 Primary Refinance
913010000 Standard N 36951 80
3915.61 03/01/2031 04/01/2001 0
652451800 7.5
300000 299777.35 300000 04/01/2001
LOMITA CA 02/15/2001 360 Primary Refinance
907170000 Residence
Standard N 36951 68.9655
2097.65 03/01/2031 04/01/2001 0
652453905 7.5 480000 479643.77 480000 04/01/2001
LA CANADA 02/22/2001 360 Primary Refinance
Residence
910110000 Standard N 36951 79.3388
3356.23 03/01/2031 04/01/2001 0
652454484 7
SUNNYVALE 478000 477608.18 478000 04/01/2001
02/19/2001 360 Primary Refinance
940860000 Standard N 36951 63.7333
3180.15 03/01/2031 04/01/2001 0
652456216 7.25 332000 332000 332000 05/01/2001
IRVINE 03/13/2001 360 Primary Purchase
926180000 Standard N 36982 80
2264.83 04/01/2031 04/01/2001 0
652456408 7.5 374000 373722.43 374000 04/01/2001
PLACENTIA
928700000 02/22/2001 360 Primary Refinance
Standard N 36951 77.9167
2615.07 03/01/2031 04/01/2001 0
652456753 7.5 432000 431679.39 432000 04/01/2001
SAN ANSELMO CA 02/17/2001 360 Primary Refinance
949600000 Standard N 36951 74.4828
3020.61 03/01/2031 04/01/2001 0
652457090 7.5
334500 334251.75 334500 04/01/2001
NAPA CA 02/20/2001 360 Primary Refinance
945580000 Residence
Standard N 36951 74.3333
2338.88 03/01/2031 04/01/2001 0
652457186 7.625 580000 579580.21 580000 04/01/2001
SAN DIEGO 02/22/2001 360 Primary Refinance
Residence
921300000 Standard N 36951 78.3784
4105.21 03/01/2031 04/01/2001 0
652457712 7.375
SANTA XXX 430000 430000 430000 05/01/2001
03/07/2001 360 Primary Refinance
927050000 STANDARD N 36982 60.1399
2969.91 04/01/2031 04/01/2001 0
652458618 7.375 296000 296000 296000 05/01/2001
THOUSAND OAKS 03/10/2001 360 Primary Refinance
913200000 STANDARD N 36982 80
2044.4 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
652459645 7.25 334000 334000 334000 05/01/2001
ALISO VIEJO CA 03/01/2001 360 Primary Refinance
926560000 STANDARD N 36982 75.9091
2278.47 04/01/2031 04/01/2001 0
652459735 7.375
427600 427274.63 427600 04/01/2001
LIVERMORE CA 02/23/2001 360 Primary Purchase
945500000 Residence
Standard N 36951 84.993
2953.33 03/01/2031 04/01/2001 0
652462515 7.625 420000 419696.01 420000 04/01/2001
SANTA CLARITA 02/23/2001 360 Primary Refinance
Residence
913505229 Standard N 36951 80
2972.74 03/01/2031 04/01/2001 0
652468568 7.5
LIBERTYVILLE 440000 440000 440000 05/01/2001
03/15/2001 360 Primary Refinance
600480000 Standard N 36982 53.5606
3076.55 04/01/2031 04/01/2001 0
652469623 7.375 460000 460000 460000 05/01/2001
LIVERMORE 03/13/2001 360 Primary Refinance
945500000 STANDARD N 36982 69.697
3177.11 04/01/2031 04/01/2001 0
652470244 7.375 413200 413200 413200 05/01/2001
XXXXXX CITY
944040000 03/13/2001 360 Primary Refinance
STANDARD N 36982 34.4333
2853.87 04/01/2031 04/01/2001 0
652473812 7.375 390000 390000 390000 05/01/2001
LOS ANGELES CA 03/07/2001 360 Primary Refinance
900640000 STANDARD N 36982 65
2693.64 04/01/2031 04/01/2001 0
652474009 7.375
337000 337000 337000 05/01/2001
SAN FRANCISCO CA 03/07/2001 360 Primary Refinance
941160000 Residence
Standard N 36982 61.8349
2327.58 04/01/2031 04/01/2001 0
652475765 7.375 493000 493000 493000 05/01/2001
SANTA XXXXXX 03/16/2001 360 Primary Refinance
Residence
904010000 Standard N 36982 78.254
3405.03 04/01/2031 04/01/2001 0
652476845 7.375
RIVERSIDE 380000 380000 380000 05/01/2001
03/07/2001 360 Primary Refinance
925060000 Standard N 36982 79.1667
2624.57 04/01/2031 04/01/2001 0
652477211 7.375 300000 300000 300000 05/01/2001
WALNUT 03/10/2001 360 Primary Refinance
917890000 STANDARD N 36982 66.6667
2072.03 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
685032783 7.625 348000 347748.12 347748.12 04/01/2001
BIRMINGHAM MI 02/23/2001 360 Primary Purchase
480090000 Standard N 36982 80
2463.13 03/01/2031 04/01/2001 0
685035880 7.5
305000 304545.87 304773.64 03/01/2001
ELINGTON CT 01/29/2001 360 Primary Purchase
060290000 Residence
Standard N 36982 77.8061
2132.61 02/01/2031 04/01/2001 0
685039549 7.375 469000 468284.06 468643.13 03/01/2001
PASADENA 01/26/2001 360 Primary Refinance
Residence
911050000 Standard N 36982 31.2667
3239.27 02/01/2031 04/01/2001 0
685040325 7.5
SAINT AUGUSTINE 465000 464654.9 465000 04/01/2001
02/02/2001 360 Primary Purchase
320800000 Standard N 36951 54.0698
3251.35 03/01/2031 04/01/2001 0
685043759 7.5 396000 395410.38 395706.11 03/01/2001
ALAMO 01/17/2001 360 Primary Refinance
945070000 Standard N 36951 36.6667
2768.89 02/01/2031 04/01/2001 0
685043805 7.375 407150 406528.47 406840.19 03/01/2001
EL DORADO HILLS
957620000 01/29/2001 360 Primary Purchase
Standard N 36982 79.9925
2812.09 02/01/2031 04/01/2001 0
685045187 7.5 365500 365228.38 365500 04/01/2001
SUMMIT NJ 02/06/2001 360 Primary Purchase
079010000 Standard N 36982 85
2555.63 03/01/2031 04/01/2001 0
685046899 7.625
464900 464563.51 464900 04/01/2001
SAN DIMAS CA 02/12/2001 360 Primary Purchase
917730000 Residence
Standard N 36982 84.9909
3290.54 03/01/2031 04/01/2001 0
685047306 7.375 306000 306000 306000 05/01/2001
MEDFIELD 03/15/2001 360 Primary Purchase
Residence
020520000 Standard N 36982 90
2113.47 04/01/2031 04/01/2001 0
685048368 7.25
OAKLAND 374000 373708.24 374000 04/01/2001
02/01/2001 360 Primary Refinance
946180000 Standard N 36982 58.4375
2551.34 03/01/2031 04/01/2001 0
685048841 7.5 350000 349740.24 350000 04/01/2001
DANVILLE 02/08/2001 360 Primary Refinance
945260000 Standard N 36982 51.0949
2447.26 03/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
685048932 7.375 350000 350000 350000 05/01/2001
BERKELEY CA 03/14/2001 360 Primary Refinance
947050000 Standard N 36982 48.2759
2417.37 04/01/2031 04/01/2001 0
685049263 7.125
337000 336429.84 336429.84 03/01/2001
NOVATO CA 01/25/2001 360 Primary Refinance
949470000 Residence
Standard N 36982 67.4
2270.44 02/01/2031 04/01/2001 29.55
685050366 7.625 474200 473856.79 474200 04/01/2001
MURPHYS 02/23/2001 360 Primary Refinance
Residence
952470000 Standard N 36951 55.7882
3356.36 03/01/2031 04/01/2001 0
685050565 7.375
PURCELLVILLE 299000 298525.55 298754.57 03/01/2001
01/26/2001 360 Primary Refinance
201320000 Standard N 36982 70.3529
2065.12 02/01/2031 04/01/2001 0
685051667 7.375 464000 464000 464000 05/01/2001
SCOTTS VALLEY 03/05/2001 360 Primary Purchase
950660000 Standard N 36982 80
3204.74 04/01/2031 04/01/2001 0
685054212 7.5 360000 359349.86 360000 04/01/2001
SAN JOSE
951200000 02/07/2001 240 Primary Refinance
Standard N 36982 48
2900.14 03/01/2021 04/01/2001 0
685058464 7.5 367000 366727.63 367000 04/01/2001
REDDING CA 02/20/2001 360 Primary Purchase
960010000 Standard N 36951 76.4583
2566.12 03/01/2031 04/01/2001 0
685061738 7.375
385700 385700 385700 05/01/2001
BOULDER CO 03/03/2001 360 Primary Refinance
803050000 Residence
Standard N 36982 66.5
2663.94 04/01/2031 04/01/2001 0
685061993 7.375 352000 352000 352000 05/01/2001
WILMETTE 03/09/2001 360 Primary Refinance
Residence
600910000 Standard N 36982 76.5217
2431.18 04/01/2031 04/01/2001 0
685065034 7.375
MAPLE VALLEY 326250 326250 326250 05/01/2001
03/09/2001 360 Primary Refinance
980380000 Standard N 36982 75
2253.33 04/01/2031 04/01/2001 0
685065466 7.5 336500 336500 336500 05/01/2001
STEAMBOAT 03/12/2001 360 Second Home Refinance
SPRINGS 804870000 Standard N 36982 43.7013
2352.86 04/01/2031 04/01/2001 0
Loan ID Rate Orig Loan Amount Issue Date Balance Current UPB First Pay Date
City Note Date Orig Term Occupancy Purpose
Zip Processing Style Buydown Ind Paid to Date LTV
P & I Maturity Date Issue Date Unscheduled Payments
702001377 7.5 306000 305772.9 306000 04/01/2001
HENDERSON NV 02/01/2001 360 Primary Purchase
890520000 Standard N 36982 90
2139.6 03/01/2031 04/01/2001 0
702001388 7.5
297000 296779.58 296779.58 04/01/2001
ATLANTA GA 02/13/2001 360 Primary Purchase
303070000 Residence
Standard N 36982 90
2076.67 03/01/2031 04/01/2001 0
EXHIBIT F
FORM OF REQUEST FOR RELEASE
To: Escrow Bank USA
100 Witmer Road
Horsham, Pennsylvania 19044
Attn: [__________]
Re: Custodial Agreement dated as of April 26, 2001 by and among GMAC
Mortgage Corporation, as Servicer, Bank One, National
Association, as Trustee and Escrow Bank USA, as Custodian
In connection with the administration of the Mortgage Loans held
by you, as Custodian, pursuant to the above-captioned Custodial Agreement, we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the Mortgage Loan described below, for the reason indicated. All
amounts received or to be received in connection with the liquidation or other
termination of or the payment in full and the termination of the Mortgage Loan
described below that are required to be deposited pursuant to the Pooling and
Servicing Agreement, dated as of April 26, 2001, among Residential Asset
Mortgage Products, Inc., the Servicer and the Trustee, have been or will be so
deposited.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reasons for Requesting Documents (check one):
1.
Mortgage Paid in Full
-----------
2.
Foreclosure
-----------
3.
Substitution
-----------
4.
Other Liquidation
-----------
5.
Non-liquidation
-----------
By: .............................
(authorized signer)
Servicer: .......................
Address: ........................
.................................
Date: ...........................
[Custodian?]
F-1
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the GMACM Mortgage Pass-Through Certificates, Series 2001-J2, Class R
(the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ] [the United States], on behalf of
which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing large partnership as of [date of transfer] within the meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code, (ii) will endeavor to remain other than a disqualified organization
for so long as it retains its ownership interest in the Class R Certificates,
and (iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement
in substantially the same form as this affidavit and agreement. (For this
purpose, a "disqualified organization" means an electing large partnership under
Section 775 of the Code, the United States, any state or political subdivision
thereof, any agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by any such governmental entity) or any foreign
government, international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of
Class R Certificates to disqualified organizations or electing large
partnerships, under the Code, that applies to all transfers of Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person (other than with respect to transfers to electing large
partnerships) otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R Certificates if either the pass-through entity is an electing large
partnership under Section 775 of the if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
G-1-1
5. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the transfer of
any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.02(f) of the Pooling and
Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is _______________________.
10. This affidavit and agreement relates only to the Class R Certificates held
by the Owner and not to any other holder of the Class R Certificates. The Owner
understands that the liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection
of any tax.
12. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
13. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class
R Certificates remain outstanding.
14. The Purchaser is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
G-1-2
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this 26th day of April, 2001.
[NAME OF OWNER]
By:
------------------------------
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this 26th day of April, 2001.
NOTARY PUBLIC
COUNTY OF
----------------------------------
STATE OF
-----------------------------------
My Commission expires the day of _____,20___ .
G-1-3
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
_______________, 20___
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Asset Mortgage Products, Inc., Series 2001-J2
Re: GMACM Mortgage Pass-Through Certificates,
Series 2001-J2, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
______________ (the "Seller") to _________________ (the "Purchaser") of
$_____________ Initial Certificate Principal Balance of GMACM Mortgage
Pass-Through Certificates, Series 2001-J2, Class R (the "Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of April 26, 2001 among Residential Asset
Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation,
as servicer, and Bank One, National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or collection of
any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and
the Servicer a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.
G-2-1
Very truly yours,
(Seller)
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
G-2-2
EXHIBIT H
FORM OF INVESTOR REPRESENTATION LETTER
_______________, 20____
Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard
Suite 600 Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc. Series 2001-J2
RE: GMACM Mortgage Pass-Through Certificates,
Series 2001-J2, [Class B-[ ]]
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase from
_______________ (the "Seller") $______________ Initial Certificate Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2001-J2, Class (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of April 26, 2001 among Residential
Asset Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage
Corporation, as Servicer (the "Servicer"), and __________________, as trustee
(the "Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Company, the
Trustee and the Servicer that:
1. The Purchaser understands that (a) the Certificates have not been
and will not be registered or qualified under the Securities Act
of 1933, as amended (the "Act") or any state securities law, (b)
the Company is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account
for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and
business matters, and, in particular, in such matters related to
H-1
securities similar to the Certificates, such that it is capable
of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity
to review (a) a copy of the Private Placement Memorandum, dated
April 26, 2001, relating to the Certificates [(b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such other
information concerning the Certificates, the Mortgage Loans and
the Company as has been requested by the Purchaser from the
Company or the Seller and is relevant to the Purchaser's decision
to purchase the Certificates. The Purchaser has had any questions
arising from such review answered by the Company or the Seller to
the satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with the
initial distribution of the Certificates and was provided with a
copy of the Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of the
Certificates by the Company, the Purchaser acknowledges that such
Memorandum was provided to it by the Seller, that the Memorandum
was prepared by the Company solely for use in connection with the
Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser agrees that it will
look solely to the Seller and not to the Company with respect to
any damage, liability, claim or expense arising out of, resulting
from or in connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b) any
information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will
it authorize any person to (a) offer, pledge, sell, dispose of or
otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of (a)
through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as
amended (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan
within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company
H-2
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and conditions
set forth in Sections I and III of PTCE 95-60 have been
satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Servicer that the Purchaser
will not transfer such Certificates to any Plan or person unless such Plan or
person meets the requirements set forth in either 6(a) or (b) above.
Very truly yours,
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
H-3
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
_________ , 20___
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Asset Mortgage Products, Inc., Series 2001-J2
Re: GMACM Mortgage Pass-Through Certificates,
Series 2001-J2, [Class B-[ ]]
Ladies and Gentlemen:
In connection with the sale by _________________ (the "Seller") to
__________ (the "Purchaser") of $_____________ Initial Certificate Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2001-J2, Class (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of April 26, 2001, among
Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer, and Bank One, National Association, as
trustee (the "Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
I-1
Very truly yours,
(Seller)
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
I-2
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller, the
Trustee and the Servicer (as defined in the Pooling and Servicing Agreement (the
"Agreement"), dated as of April 26, 2001 among GMAC Mortgage Corporation as
Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to
Section 5.02 of the Agreement and Bank One, National Association, as trustee),
as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee or
the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other
J-1
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would
render the disposition of the Rule 144A Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, nor will it act,
nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is defined in
Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made in reliance on Rule 144A.
The Buyer is acquiring the Rule 144A Securities for its own account or the
accounts of other qualified institutional buyers, understands that such
Rule 144A Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account"
(within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the conditions set forth in Sections I and III of
PTCE 95-60 have been satisfied.]
4. This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
------------------------------------------
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No. No:
------------------------------------------
Date: Date:
----------------------------------------
J-2
ANNEX 1 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $ in securities (except for the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.
-- Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
-- Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
-- Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements.
-- Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
-- Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency
of a State or territory or the District of Columbia.
-- State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
-- ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
J-3
-- Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
-- SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.
-- Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
-- Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit
of its employees, or (b) employee benefit plans within the meaning of Title
I of the Employee Retirement Income Security Act of 1974, but is not a
trust fund that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer
for the account of a third party (including any separate account) in reliance
on Rule 144A, the Buyer will only purchase for the account of a third party
that at the time is a "qualified institutional buyer" within the meaning of
Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently meets
the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
j-4
Print Name of Buyer
By:
-------------------------------
Name:
Title:
Date:
-------------------------------
j-5
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such
securities was used.
-- The Buyer owned $ __________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
-- The Buyer is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue
of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will
continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
J-6
Print Name of Buyer
By:
-------------------------------
Name:
--------------------------
Title:
-------------------------
IF AN ADVISER:
Print Name of Buyer
Date:
-------------------------------
J-7
EXHIBIT K
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________, 20___
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Residential Asset Mortgage Products, Inc., Series 2001-J2
Re: GMACM Mortgage Pass-Through Certificates, Series
2001-J2 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by Bank
One, National Association (the "Trustee") to _______________ (the "Lender") of
______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
April 26, 2001 among Residential Asset Mortgage Products, Inc., as seller (the
"Company"), GMAC Mortgage Corporation, as Servicer, and the Trustee. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Lender hereby certifies, represents and
warrants to, and covenants with, the Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
K-1
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
K-2
EXHIBIT L
SCHEDULE OF DISCOUNT FRACTIONS
Loan
Number Scheduled Balances Net Rate PO Amount Discount Fraction
------------------------------------------------------------------------------
510790306 $450,000.00 6.5000 $16,666.67 0.03703704
510837503 $416,000.00 6.5000 $15,407.41 0.03703704
510839202 $390,000.00 6.5000 $14,444.44 0.03703704
510906803 $650,000.00 6.6250 $12,037.04 0.01851852
652198694 $314,768.70 6.6250 $5,829.05 0.01851852
652407178 $296,499.53 6.6250 $5,490.73 0.01851852
652449553 $418,847.82 6.6250 $7,756.44 0.01851852
412399230 $302,745.45 6.6250 $5,606.40 0.01851852
510677008 $361,600.00 6.6250 $6,696.30 0.01851852
513355107 $356,000.00 6.6250 $6,592.59 0.01851852
EXHIBIT M
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and
(b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans after
giving effect to the distribution of principal on such Distribution Date;
(vi) the related Subordinate Principal Distribution Amount and Prepayment
Distribution Percentage, if applicable;
(vii) on the basis of the most recent reports furnished to it by the Servicer,
the number and aggregate principal balances of Mortgage Loans that are
Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and
the number and aggregate principal balance of Mortgage Loans that are in
foreclosure;
(viii) on the basis of the most recent reports furnished to it by the Servicer,
the number, aggregate principal balance and book value of any REO
Properties;
(ix) the aggregate Accrued Certificate Interest remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;
(x) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of
the close of business on such Distribution Date and a description of any
change in the calculation of such amounts;
(xi) the Pass-Through Rate with respect to the Class IO Certificates, if any,
thereof;
(xii)the occurrence of the Credit Support Depletion Date and the Accretion
Termination Date;
(xiii) the related Senior Accelerated Distribution Percentage applicable to such
distribution;
(xiv) the related Senior Percentage for such Distribution Date; and
M-1
(xv) the amount of Realized Losses allocated on such Distribution Date and
the cumulative amount of Realized Losses as of such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
M-2
EXHIBIT N
FORM OF INITIAL CERTIFICATION
April __, 2001
Bank One, National Association GMAC Mortgage Corporation
1 Bank One Plaza, Suite IL1-0126 100 Witmer Road
Chicago, Illinois 60670-0126 Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc., Series 2001-J2
Re: Custodial Agreement dated as of April 26, 2001, by and among
Bank One, National Association, as Trustee, GMAC Mortgage
Corporation, as Servicer, and Escrow Bank USA, as Custodian
Ladies and Gentlemen:
In accordance with Section 2.2 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original lost note affidavit
with a copy of the related Mortgage Note, if available) with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: all
required documents have been executed and received to the extent required in
Section 2.01(b) of the Pooling Agreement, subject to the provisions of Section
2.01(c) of the Pooling Agreement, and that such documents related to the
Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized terms used herein that are not otherwise defined
shall have the meanings assigned thereto in the above-captioned Custodial
Agreement.
ESCROW BANK USA, as Custodian
By:
--------------------------
Name:
------------------------
Title:
-----------------------
N-1
EXHIBIT O
FORM OF FINAL CERTIFICATION
________, 2001
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc., Series 2001-J2
Re: Custodial Agreement dated as of April 26, 2001, by and
among Bank One, National Association, as Trustee, GMAC
Mortgage Corporation, as Servicer, and Escrow Bank USA,
as Custodian
Ladies and Gentlemen:
In accordance with the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed without recourse in blank, or in the
name of the Trustee as trustee, and signed by an authorized officer (which
endorsement shall contain either an original signature or a facsimile
signature of an authorized officer of the Seller, and if in the form of an
allonge, the allonge shall be stapled to the Mortgage Note), with all
intervening endorsements showing a complete chain of title from the
originator to the Seller. If the Mortgage Loan was acquired by the endorser
in a merger, the endorsement must be by "___________, successor by merger
to [name of predecessor]." If the Mortgage Loan was acquired or originated
by the endorser while doing business under another name, the endorsement
must be by "__________formerly known as [previous name]";
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage
Loan, if the Mortgage is registered on the MERS(R) System, and language
indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is
a MOM Loan, with evidence of recording indicated thereon or a copy of
the Mortgage certified by the public recording office in which such
Mortgage has been recorded;
(iii)The original of any guarantee executed in connection with the Mortgage
Note, if applicable;
(iv) Any rider or the original of any modification agreement executed in
connection with the related Mortgage Note or Mortgage, with evidence of
recording if required by applicable law;
O-1
(v) Unless the Mortgage Loan is registered on the MERS(R)System, an original
Assignment or Assignments of the Mortgage (which may be included in a
blanket assignment or assignments) from the Seller to "Bank One, National
Association, as Trustee under that certain Pooling and Servicing Agreement
dated as of April 26, 2001, for GMACM Mortgage Pass-Through Certificates,
Series 2001-J2" c/o the Servicer at an address specified by the Servicer,
and signed by an authorized officer, which assignment shall be in form and
substance acceptable for recording. If the Mortgage Loan was acquired by
the assignor in a merger, the assignment must be by " , successor by merger
to [name of predecessor]". If the Mortgage Loan was acquired or originated
by the assignor while doing business under another name, the assignment
must be by " formerly known as [previous name]";
(vi) Originals of all intervening assignments of mortgage, which together with
Mortgage shows a complete chain of title from the originator to the Seller
(or to MERS, if the Mortgage Loan is registered on the MERS(R) System, and
which notes the presence of a MIN), with evidence of recording thereon;
(vii)The original mortgagee policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, (i) a
written commitment or interim binder for title issued by the title
insurance or escrow company dated as of the date the Mortgage Loan was
funded, with a statement by the title insurance company or closing attorney
that the priority of the lien of the related Mortgage during the period
between the date of the funding of the related Mortgage Loan and the date
of the related title policy (which title policy shall be dated the date of
recording of the related Mortgage) is insured, (ii) a preliminary title
report issued by a title insurer in anticipation of issuing a title
insurance policy which evidences existing liens and gives a preliminary
opinion as to the absence of any encumbrance on title to the Mortgaged
Property, except liens to be removed on or before purchase by the Mortgagor
or which constitute customary exceptions acceptable to lenders generally or
(iii) other evidence of title insurance acceptable to Fannie Mae or Freddie
Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
Seller/Servicer Guide, respectively;
(viii) A certified true copy of any power of attorney, if applicable; and
(ix) Originals of any security agreement, chattel mortgage or the equivalent
executed in connection with the Mortgage, if any;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Seller;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary
Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to
the Trustee;
(iii) The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
0-2
(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition agreement
referenced in clause (iv) above, showing an unbroken chain of title from
the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Seller as debtor, the
Company as secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and the Trustee
as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
ESCROW BANK USA, as Custodian
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
0-3
