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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
JPMORGAN CHASE BANK,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 15, 2004
GMACM Mortgage Loan Trust 2004-J3
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2004-J3
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TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS....................................................................5
Section 1.01. Definitions.......................................................5
Section 1.02. Use of Words and Phrases.........................................40
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...............40
Section 2.01. Conveyance of Mortgage Loans.....................................40
Section 2.02. Acceptance by Trustee............................................44
Section 2.03. Representations, Warranties and Covenants of the Servicer........45
Section 2.04. Representations and Warranties of the Seller.....................46
Section 2.05. Execution and Authentication of Certificates.....................48
Section 2.06. Purposes and Powers of the Trust Fund............................48
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................49
Section 3.01. Servicer to Act as Servicer......................................49
Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Seller's Obligations............50
Section 3.03. Successor Subservicers...........................................50
Section 3.04. Liability of the Servicer........................................51
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................51
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..51
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................52
Section 3.08. Subservicing Accounts; Servicing Accounts........................54
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans...................................................55
Section 3.10. Permitted Withdrawals from the Custodial Account.................55
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.......................................................57
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage58
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..................................59
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Pooling and Servicing Agreement
Section 3.14. Realization Upon Defaulted Mortgage Loans........................61
Section 3.15. Trustee to Cooperate; Release of Mortgage Notes..................64
Section 3.16. Servicing and Other Compensation; Compensating Interest..........65
Section 3.17. Periodic Filings with the Securities and Exchange Commission;
Additional Information...........................................66
Section 3.18. Annual Statement as to Compliance................................67
Section 3.19. Annual Independent Public Accountants' Servicing Report..........67
Section 3.20. Rights of the Company in Respect of the Servicer.................68
Section 3.21. Administration of Buydown Funds..................................68
Section 3.22. Advance Facility.................................................68
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................70
Section 4.01. Payment Account..................................................70
Section 4.02. Distributions....................................................71
Section 4.03. Statements to Certificateholders.................................80
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by
the Servicer.....................................................81
Section 4.05. Allocation of Realized Losses....................................82
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....84
Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................84
ARTICLE V THE CERTIFICATES.........................................................84
Section 5.01. The Certificates.................................................84
Section 5.02. Registration of Transfer and Exchange of Certificates............86
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................91
Section 5.04. Persons Deemed Owners............................................92
Section 5.05. Appointment of Paying Agent......................................92
Section 5.06. Optional Purchase of Certificates................................92
ARTICLE VI THE COMPANY AND THE SERVICER.............................................94
Section 6.01. Respective Liabilities of the Company and the Servicer...........94
Section 6.02. Merger or Consolidation of the Company or the Servicer; Assignment
of Rights and Delegation of Duties by Servicer...................94
Section 6.03. Limitation on Liability of the Company, the Servicer and Others..95
Section 6.04. Company and Servicer Not to Resign...............................96
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Pooling and Servicing Agreement
ARTICLE VII DEFAULT..................................................................96
Section 7.01. Events of Default................................................96
Section 7.02. Trustee to Act; Appointment of Successor.........................98
Section 7.03. Notification to Certificateholders...............................99
Section 7.04. Waiver of Events of Default.....................................100
ARTICLE VIII CONCERNING THE TRUSTEE..................................................100
Section 8.01. Duties of Trustee...............................................100
Section 8.02. Certain Matters Affecting the Trustee...........................102
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........103
Section 8.04. Trustee May Own Certificates....................................104
Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification....104
Section 8.06. Eligibility Requirements for Trustee............................104
Section 8.07. Resignation and Removal of the Trustee..........................105
Section 8.08. Successor Trustee...............................................106
Section 8.09. Merger or Consolidation of Trustee..............................106
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................106
Section 8.11. Appointment of Custodians.......................................107
Section 8.12. Appointment of Office or Agency.................................108
Section 8.13. Representations and Warranties of the Trustee...................108
ARTICLE IX TERMINATION.............................................................109
Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of All
Mortgage Loans..................................................109
Section 9.02. Additional Termination Requirements.............................111
ARTICLE X REMIC PROVISIONS........................................................112
Section 10.01. REMIC Administration............................................112
Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.......115
Section 10.03. Designation of REMIC(s).........................................116
Section 10.04. Distributions on Uncertificated REMIC I Regular Interests and REMIC
II Regular Interests............................................116
Section 10.05. Compliance with Withholding Requirements........................117
ARTICLE XI MISCELLANEOUS PROVISIONS................................................117
Section 11.01. Amendment.......................................................117
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Pooling and Servicing Agreement
Section 11.02. Recordation of Agreement; Counterparts..........................119
Section 11.03. Limitation on Rights of Certificateholders......................120
Section 11.04. Governing Law...................................................120
Section 11.05. Notices.........................................................120
Section 11.06. Required Notices to Rating Agency and Subservicer...............121
Section 11.07. Severability of Provisions......................................122
Section 11.08. Supplemental Provisions for Resecuritization....................122
Section 11.09. Allocation of Voting Rights.....................................123
Section 11.10. Non-Petition....................................................123
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Pooling and Servicing Agreement
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 Custodian Certification
Exhibit O-1 Form of Form 10-K Certification
Exhibit O-2 Form of Back-Up Certification to Form 10-K Certificate
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Pooling and Servicing Agreement
This is the Pooling and Servicing Agreement, dated as of June 15, 2004
(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 JPMORGAN CHASE
BANK, a New York State banking corporation, 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 defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets relating to the Mortgage Loans, as described in the definition of REMIC I
below, as a real estate mortgage investment conduit (a "REMIC") for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I." The Class R-I Certificates will represent the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The following table irrevocably sets forth the
designation, the REMIC I Remittance Rate, the initial Uncertificated Balance,
and solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I
Regular Interests. None of the REMIC I Regular Interests will be certificated.
Pooling and Servicing Agreement
REMIC 1 REMIC I INITIAL LATEST RELATED
REGULAR REMITTANCE UNCERTIFICATED POSSIBLE CLASS OF
INTERESTS RATE BALANCE MATURITY DATE ERTIFICATES
Class A-1 5.25% $93,324,000.00 July 25, 2034 Class A-1
Class A-2 5.25% $20,206,000.00 July 25, 2034 Class A-2,
Class A-3
Class A-4 5.25% $10,770,086.00 July 25, 2034 Class A-4
Class A-5 5.25% $13,811,121.00 July 25, 2034 Class A-5
Class A-6 5.25% $127,489,000.00 July 25, 2034 Class A-6
Class A-7 5.25% $24,923,000.00 July 25, 2034 Class A-7
Class A-8 5.25% $14,008,000.00 July 25, 2034 Class A-8
Class A-9 5.25% $33,580,000.00 July 25, 2034 Class A-9
Class A-10 5.25% $677,578.00 July 25, 2034 Class A-10
Class R-II 5.25% $50.00 July 25, 2034 Class R-II
Regular Interest
Class M-1 5.25% $4,375,000.00 July 25, 2034 Class M-1
Class M-2 5.25% $1,750,000.00 July 25, 2034 Class M-2
Class M-3 5.25% $1,050,000.00 July 25, 2034 Class M-3
Class B-1 5.25% $700,000.00 July 25, 2034 Class B-1
Class B-2 5.25% $700,000.00 July 25, 2034 Class B-2
Class B-3 5.25% $350,995.50 July 25, 2034 Class B-3
Class IO 2 $0.00 July 25, 2034 Class IO
Class PO 0.00% $2,323,614.05 July 25, 2034 Class PO
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1 Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as
the "latest possible maturity date" for each REMIC I Regular Interest.
2 With respect to any Distribution Date, the weighted average of the Pool
Strip Rates with respect to the Non-Discount Mortgage Loans, weighted on
the basis of their respective Stated Principal Balances immediately prior
to such Distribution Date applied to a notional amount equal to the
aggregate Stated Principal Balance of the Non-Discount Mortgage Loans
immediately prior to such Distribution date.
Pooling and Servicing Agreement
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As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as REMIC II. The Class R-II Certificates will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "REMIC II Remittance Rate") and Initial
Certificate Principal Balance for each of the "regular interests" in REMIC II
(the "REMIC II Regular Interests") and summarizes the terms of the Class R-I and
Class R-II Certificates. The "latest possible maturity date" (determined solely
for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for
each REMIC II Regular Interest shall be the first Distribution Date that follows
the stated maturity date for the Mortgage Loan included in the Trust Fund as of
the Closing Date with the longest remaining term to stated maturity.
Pooling and Servicing Agreement
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DESIGNATION PASS AGGREGATE INITIAL FEATURES (1) MATURITY S&P/ MINIMUM
THROUGH CERTIFICATE DATE XXXXX'X DENOMINATIONS
PRINCIPAL BALANCE
Class A-1 5.25% $93,324,000.00 Senior/Fixed Rate July 25, 2034 AAA/Aaa $25,000.00
Class A-2 6.00% $17,680,250.00 Senior/Fixed Rate July 25, 2034 AAA/Aaa $25,000.00
Class A-3 0.00% $2,525,750.00 Senior/Principal Only July 25, 2034 AAA/Aaa $25,000.00
Class A-4 5.25% $10,770,086.00 Senior/Fixed Rate July 25, 2034 AAA/Aaa $25,000.00
Class A-5 5.25% $13,811,121.00 Senior/Lockout/Fixed Rate July 25, 2034 AAA/Aaa $25,000.00
Class A-6 5.25% $127,489,000.00 Senior/Accretion Directed/ July 25, 2034 AAA/Aaa $25,000.00
Fixed Rate
Class A-7 5.25% $24,923,000.00 Senior/Accretion Directed/ July 25, 2034 AAA/Aaa $25,000.00
Fixed Rate
Class A-8 5.25% $14,008,000.00 Senior/Accrual/Fixed Rate July 25, 2034 AAA/Aaa $25,000.00
Class A-9 5.25% $33,580,000.00 Senior/Lockout/Fixed Rate July 25, 2034 AAA/Aaa $25,000.00
Class A-10 5.25% $677,578.00 Senior/Lockout/Fixed Rate July 25, 2034 AAA/Aaa $25,000.00
Class PO 0.00% $2,323,614.05 Senior/Principal Only July 25, 2034 AAA/Aaa $25,000.00
Class IO Variable $0.004 Senior/Interest July 25, 2034 AAA/Aaa 5
Rate3 Only/Variable Rate
Class R-I 5.25% $50.00 Senior/Residual/Fixed Rate July 25, 2034 AAA/Aaa 6
Class R-II 5.25% $50.00 Senior/Residual/Fixed Rate July 25, 2034 AAA/Aaa
Class M-1 5.25% $4,375,000.00 Mezzanine/Fixed Rate July 25, 2034 AA/NA $100,000.00
Class M-2 5.25% $1,750,000.00 Mezzanine/Fixed Rate July 25, 2034 A/NA $100,000.00
Class M-3 5.25% $1,050,000.00 Mezzanine/Fixed Rate July 25, 2034 BBB/NA $100,000.00
Class B-1 5.25% $700,000.00 Subordinate/Fixed Rate July 25, 2034 BB/NA $100,000.00
Class B-2 5.25% $700,000.00 Subordinate/Fixed Rate July 25, 2034 B/NA $100,000.00
Class B-3 5.25% $350,995.50 Subordinate/Fixed Rate July 25, 2034 NA/NA $100,000.00
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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, Class R-I and Class R-II
Certificates) shall be issuable in minimum dollar denominations as
indicated above (by Certificate Principal Balance) 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, if
applicable, 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 0.10861%.
4 The initial Notional Amount for the Class IO Certificates shall be equal to
$284,356,766.79.
5 The Class IO Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest.
6 The Class R-I and Class R-II Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided,
however, that one Class R-I and one Class R-II will be issuable to GMACM as
"tax matters person" pursuant to Section 10.01(c) and (e) in minimum
denominations representing a Percentage Interest of not less than 0.01% of
each of Class R-I and Class R-II.
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Pooling and Servicing Agreement
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $350,038,494.55.
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.
Accretion Directed Certificate: Any one of the Certificates designated as a
Class A-6 or Class A-7 Certificate.
Accrual Certificate: Any one of the Certificates designated as a Class A-8
Certificate.
Accrual Distribution Amount: On each Distribution Date prior to the Credit
Support Depletion Date, an amount equal to the aggregate amount of Accrued
Certificate Interest on the Class A-8 Certificates for such date, which will be
added to the Certificate Principal Balance of the Class A-8 Certificates;
provided that on each Distribution Date on or after the Credit Support Depletion
Date, the entire amount of Accrued Certificate Interest on the Class A-8
Certificates for that date will be payable to the holders of the Class A-8
Certificates pursuant to Section 4.02(a)(i) hereof.
Accrued Certificate Interest: With respect to each Distribution Date, (a)
as to any Class of Certificates (other than any Class A-3 Certificates, Class PO
Certificates 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),
(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,
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Pooling and Servicing Agreement
(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.
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,
2.04 or 4.07 and Mortgage Loan substitutions made pursuant to Section 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 GMACM, the Appraised Value shall be the value of the Mortgaged Property as
stated by the Mortgagor.
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Pooling and Servicing Agreement
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)
$100,000 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
(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
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Pooling and Servicing Agreement
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 or the Commonwealth
of Pennsylvania (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.
Buydown Account: As defined in Section 3.21(a).
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
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Pooling and Servicing Agreement
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.
Buydown Period: As defined in Section 3.21(b).
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.
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, plus
(ii) in the case of the Accrual Certificates, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance of the Accrual Certificates prior to such date of
determination, 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, however, 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.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 5.02.
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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.
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, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 or Class A-10
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-1.
Class A-5 Lockout Certificate Share: With respect to any Distribution
Date, the Certificate Principal Balance of the Class A-5 Certificates, divided
by the aggregate Certificate Principal Balance of all classes of Senior
Certificates, other than the Class PO Certificates and the Interest Only
Certificates.
Class A-9 Lockout Certificate Share: With respect to any Distribution
Date, (x) the sum of (i) the Certificate Principal Balance of the Class A-9
Certificates and (ii) $26,420,000, divided by (y) the aggregate Certificate
Principal Balance of all classes of Senior Certificates, other than the Class PO
Certificates and the Interest Only Certificates.
Class A-10 Lockout Certificate Share: With respect to any Distribution
Date, the Certificate Principal Balance of the Class A-10 Certificates, divided
by the aggregate Certificate Principal Balance of all classes of Senior
Certificates, other than the Class PO Certificates and the Interest Only
Certificates.
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.
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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(b)(i)
Class R Certificate: Any one of the Class R-I Certificates or Class R-
II Certificates.
Class R-I Certificate: Any one of the Class R-I 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 REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II 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 REMIC II for purposes of the REMIC Provisions.
Closing Date: June 15, 2004.
Code: The Internal Revenue Code of 1986, as amended.
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.
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,
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(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 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx
00000, Attention: Institutional Trust Services, XXXXX 0000-X0.
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: June 1, 2004.
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.
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.
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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.
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 with respect to any Discount Mortgage Loans as to
which the Mortgage Rate is modified pursuant to 3.07(a)) 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: 5.25% per annum.
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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), the
long-term deposit ratings of which are rated in one of the two highest rating
categories by the Rating Agencies and the short-term debt ratings of which are
rated in the 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
subject to regulations regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulation Section 9.10(b), 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).
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Pooling and Servicing Agreement
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, and (v) payment to the Trustee for any servicing
transfer expenses reimbursable to the Trustees pursuant to Section 7.02(a).
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.
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
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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.
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 Ratings 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 Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the third 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) from the third to the fifth anniversary of the Cut-off
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Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. 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.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
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: General Motors Acceptance Corporation, a Delaware corporation.
GMACM: 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
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.
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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: 1.25% Class B-1: 0.20%
Class M-2: 0.50% Class B-2: 0.20%
Class M-3: 0.30% Class B-3: 0.10%
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.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
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(e)(ii).
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.
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
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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, Class A-9 or Class A-10 Certificate.
Lockout Percentage: With respect to any Distribution Date occurring prior
to the Distribution Date in July 2009, 0%. With respect to any Distribution Date
thereafter, the percentage indicated below:
Distribution Date Lockout Distribution Percentage
--------------------------------------- -------------------------------------
July 2009 through June 2010 30%
July 2010 through June 2011 40%
July 2011 through June 2012 60%
July 2012 through June 2013 80%
July 2013 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, July 25, 2034.
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.
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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).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
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: (I) with respect to each 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 GMACM, 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 GMACM. 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 GMACM to
"JPMorgan Chase Bank, as Trustee under that certain Pooling and
Servicing Agreement dated as of June 15, 2004, for GMACM Mortgage
Pass-Through Certificates, Series 2004-J3" 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
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Pooling and Servicing Agreement
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 GMACM (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, or a copy of the assignment certified by the
applicable recording office in which such assignment has been
recorded;
(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, or (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 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:
(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 GMACM;
(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;
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Pooling and Servicing Agreement
(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;
(vi) Copies of the original UCC 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 assignments or amendments 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) A duly completed UCC financing statement showing GMACM as debtor, the
Company as secured party and the Trustee as assignee and a duly
completed UCC 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.
It is understood that the Mortgage File (other than the Mortgage Note) may be
retained in microfilm, microfiche, optical storage or magnetic media in lieu of
hard copy; provided, that with respect to any Mortgage Loan not registered on
the MERS(R) System, the original Assignments required by (I)(v) above shall be
retained in the Mortgage File.
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;
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Pooling and Servicing Agreement
(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.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
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 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.
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Pooling and Servicing Agreement
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 and 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: With respect to any date of determination and the Class
IO Certificates, an amount equal to the aggregate Stated Principal Balance of
the Non-Discount Mortgage Loans immediately prior to such 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 either of
the REMICs or compliance with the REMIC Provisions must, unless otherwise
specified, be an opinion of Independent counsel.
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, 2.04
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.
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Pooling and Servicing Agreement
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 0.10861% 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 and segregated account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled "JPMorgan Chase
Bank, as trustee, in trust for the registered holders of Residential Asset
Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates, Series
2004-J3" 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
or initial Notional Amount thereof divided by the aggregate Initial Certificate
Principal Balance or initial Notional Amount of all the Certificates of the same
Class. With respect to a Class IO 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 timely payment of
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 short-term debt 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
trust company; provided, that the short-term 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
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Pooling and Servicing Agreement
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 debt 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 and have been rated by each Rating Agency in its highest
short-term rating available (in the case of Standard & Poor's such
rating shall be either AAAm or AAAm-G), 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 rating category available shall mean AAA in the case of Fitch and AAA
in the case of Standard & Poor's, and references herein to the highest
short-term rating category available shall mean F-1 in the case of Fitch and
A-1+ in the case of Standard & Poor's.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
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Pooling and Servicing Agreement
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).
Prepayment Assumption: A prepayment assumption of 200% 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
July 2009 (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:
(a) 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
(b) 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
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Pooling and Servicing Agreement
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.
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 during 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.
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Pooling and Servicing Agreement
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 the 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 and (iii) in connection with any Mortgage Loan required to be
repurchased pursuant to Section 7.03 of the Purchase Agreement, any costs and
damages incurred by the Trust Fund with respect to such Mortgage Loan in
connection with a breach of Section 7.02 (h) of the Purchase Agreement.
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,
(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;
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Pooling and Servicing Agreement
(v) comply with each representation and warranty made by the Seller 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 Xxxxx'x with respect to the Senior
Certificates and Standard & Poor's 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
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
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Pooling and Servicing Agreement
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
such Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
Related Class of Certificates: For each REMIC I Regular Interest, the
related class or classes of certificates set forth in the Preliminary Statement
hereto.
Relief Act: The Servicemembers Civil Relief Act, 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. As used herein, the term "the REMIC" or "the REMICs"
shall mean one or more of the REMICs created under this Agreement.
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.
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Pooling and Servicing Agreement
REMIC I: The segregated pool of assets, with respect to which a REMIC
election is made pursuant to this Agreement, consisting of:
(a) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(b) 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,
(c) 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,
(d) the hazard insurance policies and Primary Insurance Policies, if
any, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Interest: The REMIC I Regular Interests and the Class R-I
Certificates.
REMIC I Regular Interest: Any of the [eighteen] separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the preliminary statement hereto. The
designations for the respective REMIC I Regular Interests are set forth in the
Preliminary Statement hereto.
REMIC II: The segregated pool of assets consisting of all of the REMIC I
Regular Interests, with respect to which a separate REMIC election is to be
made.
REMIC II Certificate: Any Certificate, other than a Class R-I
Certificate.
REMIC II Regular Certificate: Any REMIC II Certificate, other than a
Class R-II Certificate.
REMIC II Regular Interest: Any of the [eighteen] certificated beneficial
ownership interests in REMIC II issued hereunder, and, hereby, designated as a
"regular interest" in REMIC II, as follows: Class A-1, Class X-0, Xxxxx X-0,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class PO, Class IO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates.
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
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.
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Pooling and Servicing Agreement
Remittance Report: A report that includes the information set forth in
Exhibit M hereto.
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.
Scheduled Final Distribution Date: July 25, 2034.
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: GMACM.
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Pooling and Servicing Agreement
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:
(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 occur as of any Distribution Date only if:
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with
respect to which the Mortgagor is in bankruptcy and any REO Property)
averaged over the last six months, as a percentage of the aggregate
outstanding Certificate Principal Balance of the Subordinate
Certificates, is less than or equal to 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more
(including Mortgage Loans which are in foreclosure, have been foreclosed
or otherwise liquidated, or with respect to which the Mortgagor is in
bankruptcy and any REO Property) averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans as of such distribution date, is less than or equal to 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 do not
exceed 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 (including Mortgage Loans which are in
foreclosure, have been foreclosed or otherwise liquidated, or with
respect to which the Mortgagor is in bankruptcy and any REO Property)
averaged over the last six months, as a percentage of the aggregate
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Pooling and Servicing Agreement
outstanding principal balance of all Mortgage Loans as of such
distribution date, is less than or equal to 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 do not exceed 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) 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.
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) or, on or after the Credit Support Depletion
Date, the amount required to be distributed to the Class PO Certificateholders
pursuant to Section 4.02(c) or (d) 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), (other than the Accrual Distribution Amount), (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
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Pooling and Servicing Agreement
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
$3,500,385 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
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 22.71% (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.
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Pooling and Servicing Agreement
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
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Subordinate Percentage: As of any Distribution Date, 100% minus the
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) such Class's pro rata share, based on the Certificate
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Principal Balance of each Class of Subordinate Certificates then outstanding,
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) (without giving effect to
the Senior Percentage) 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) (without giving effect to
the Senior Accelerated Distribution Percentage) 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 to the extent not payable to the Senior Certificates; 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 with a Lower Priority 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 either of the REMICs due to its classification as a REMIC under the
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Pooling and Servicing Agreement
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.
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 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.
A REMIC election with respect to the Trust Fund is made pursuant to this
Agreement.
Uncertificated Balance: The amount of any REMIC I Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each REMIC I Regular Interest shall equal the amount
set forth in the Preliminary Statement hereto as its Initial Uncertificated
Balance. On each Distribution Date, the Uncertificated Balance of each REMIC I
Regular Interest shall be reduced, first, by the portion of Realized Losses
allocated in reduction of the principal balances of the Related Classes of
Certificates on such Distribution Date and, second, by all distributions of
principal deemed made on such REMIC I Regular Interest, as applicable, on such
Distribution Date pursuant to Section 10.04. The Uncertificated Balance of each
REMIC I Regular Interest shall never be less than zero.
Uncertificated Interest: With respect to any REMIC I Regular Interest for
any Distribution Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance (or Notional Balance) thereof immediately prior to
such Distribution Date. Uncertificated Interest in respect of any REMIC I
Regular Interest shall accrue on the basis of a 360-day year consisting of
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Pooling and Servicing Agreement
twelve 30-day months. Uncertificated Interest with respect to each Distribution
Date, as to any REMIC I Regular Interest, shall be reduced by any interest
shortfalls allocated to the Related Classes of Certificates on such Distribution
Date. In addition, Uncertificated Interest with respect to each Distribution
Date, as to any REMIC I Regular Interest shall be reduced by interest portion of
Realized Losses (including Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses) allocated to the Related
Classes of Certificates on such Distribution Date.
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.
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 definitions set forth herein include both the singular and the
plural.
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Pooling and Servicing Agreement
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, 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 original
Mortgage Note, with respect to each Mortgage Loan so assigned, 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 GMACM, 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 GMACM. 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]."
In lieu of delivering the Mortgage Note relating to any Mortgage Loan, the
Depositor may deliver or cause to be delivered 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 Depositor, in lieu of delivering
the above documents, may deliver or cause to be delivered 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.
(c) All other documents contained in the Mortgage File and any original
documents relating to the Mortgage Loans not contained in the Mortgage File or
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.
In the event that in connection with any Mortgage Loan: (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) evidence of title insurance (together with all riders
thereto, if any) satisfying the requirements of clause (I)(ii), (iv), (vi) or
(vii) of the definition of Mortgage File, respectively, have not been delivered
to the Servicer concurrently with the execution and delivery hereof because such
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Pooling and Servicing Agreement
document or documents have not been returned from the applicable public
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, in the case of clause (I)(ii), (iv) or (vi) of
the definition of Mortgage File, or because the evidence of title insurance has
not been delivered to the Seller by the title insurer in the case of clause
(I)(vii) of the definition of Mortgage File, the Servicer shall use its
reasonable best efforts to obtain, (A) in the case of clause (I)(ii), (iv) or
(vi) of the definition of Mortgage File, 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, or (B) in
the case of clause (I)(vii) of the definition of Mortgage File, evidence of
title insurance.
(d) If any of the documents held by the Servicer pursuant to clause (c)
above are missing or defective in any other respect and such missing document or
defect materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the Servicer shall request that GMACM either (i)
cure such defect in all material respects, (ii) 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 (iii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price within 90 days after the date on which GMACM 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. If GMACM fails to comply with such request by the
Servicer, the Servicer shall notify the Trustee of such missing document or
material defect and the Trustee shall cause GMACM to comply with clause (i),
(ii) or (iii) of the preceding sentence. It is understood and agreed that the
obligation of GMACM 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 material
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 (i) release or cause to be released to GMACM the
related Mortgage Note, (ii) cause the Servicer to release to GMACM any remaining
documents in the related Mortgage File which are held by the Servicer, and (iii)
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as GMACM shall require as necessary to vest in GMACM 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 Note.
(e) The Servicer shall keep in its possession (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 held by the Servicer.
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.
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The Servicer shall cause to be filed the UCC assignment and UCC financing
statement referred to in clause (II)(vii) and (x), respectively, of the
definition of Mortgage File. If any UCC assignment or amendment or UCC financing
statement, as applicable, is lost or returned unfiled to the Servicer because of
any defect therein, the Servicer shall prepare a substitute UCC assignment or
amendment or UCC financing statement, as applicable, or cure such defect, and
cause such UCC assignment or amendment or UCC financing statement, as
applicable, to be filed in accordance with this paragraph. In connection with
its servicing of Cooperative Loans, the Servicer will use its reasonable 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, as soon as practicable after the Closing Date, the
MERS(R) System to indicate that such Mortgage Loans have been assigned 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 there is filed any financing statement or
amendment thereof necessary to comply with the New York Uniform Commercial Code
or the Uniform Commercial Code of any applicable jurisdiction.
(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 grant of a security interest in 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 the Seller, 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 be and hereby
is a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of any 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, title and
interest, whether now owned or hereafter acquired, in and to 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, (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, (D) all accounts, general
intangibles, chattel paper, instruments, documents, money, deposit accounts,
goods, letters of credit, letter-of-credit rights, oil, gas, and other minerals,
and investment property consisting of, arising from or relating to any of the
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foregoing, and (E) all proceeds of the foregoing, and (2) an assignment by the
Company to the Trustee of any security interest in any and all of the Seller'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), (C), (D) and (E) granted by the Seller to the
Company pursuant to the Purchase Agreement; (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of any of the foregoing property
shall be deemed to be possession by the secured party, or possession by a
purchaser or a person holding for the benefit of 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 9-313 and 9-314 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, the Trustee (as
applicable) for the purpose of perfecting such security interest under
applicable law.
The Company and, at the Company's direction, GMACM 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 the Mortgage Loans, 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 the Seller, the 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 type or jurisdiction of organization of the
Seller or the Company and (3) any transfer of any interest of the Seller 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 the Mortgage Loans.
(g) The parties hereto acknowledge and agree that it is not intended that
any Mortgage Loan to be included in the Trust Fund be a "High-Cost Home Loan" as
defined in either The Home Ownership Security Act of New Jersey (effective
November 27, 2003) or The Home Loan Protection Act of New Mexico (effective
January 1, 2004).
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 custodian
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certification described below), the Mortgage Notes and the Trustee declares that
it holds or will hold the assets included in the definition of "Trust Fund," 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 Note and to execute and deliver, or cause
to be executed and delivered, to GMACM, the Trustee and the Servicer a custodian
certification substantially in the form annexed hereto as Exhibit N on or prior
to the Closing Date. Pursuant to the Custodial Agreement, in conducting such
review, the Custodian is required to ascertain whether the Mortgage Notes have
been executed and received, and whether the Mortgage Notes relate, determined on
the basis of the Mortgagor name, original principal balance and loan number, to
the Mortgage Loans. 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.
If, in the process of reviewing the Mortgage Notes and preparing the
certifications referred to above, the Custodian finds any Mortgage Note to be
missing or contains any defect which materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Custodian
is required pursuant to the Custodial Agreement, to notify the Trustee, the
Company and the Seller, and the Trustee shall request that GMACM cure any such
defect in all material respects within 90 days from the date on which GMACM was
notified of such defect, and if GMACM does not cure such defect in all material
respects during such period, the Trustee shall request on behalf of the
Certificateholders that GMACM 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 GMACM 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 GMACM 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 Mortgage Note exists shall
constitute the sole remedy respecting such material 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
(i) release or cause to be released to GMACM the related Mortgage Note, (ii)
cause the Servicer to release to GMACM any remaining documents in the related
Mortgage File which are held by the Servicer, and (iii) execute and deliver such
instruments of transfer or assignment, in each case without recourse, as GMACM
shall require as necessary to vest in GMACM 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 Note.
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Section 2.03. Representations, Warranties and Covenants of the Servicer.
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, 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 and to public policy as it relates to
indemnification and contribution under applicable securities laws;
(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
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Pooling and Servicing Agreement
(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.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03 shall survive delivery of the respective Mortgage Notes 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 the Mortgage
Loans 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 by the Seller 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 Seller 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 GMACM elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, the Trustee shall cause the Seller to deliver to the Custodian
with respect to such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note endorsed as required by Section 2.01, and the Trustee shall cause
the Seller to deliver to the Servicer with respect to such Qualified Substitute
Mortgage Loan, 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 to be held by the Servicer pursuant to 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
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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, and 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
amount of such shortfall received from 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 either of the REMICs 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 a
breach of its representations and warranties 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 such Person 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 Notes 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 applicable 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:
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Pooling and Servicing Agreement
(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 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
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Pooling and Servicing Agreement
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
either 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.
Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Seller's 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
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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
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Servicer as a party to the Subservicing Agreement to the same extent as if the
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 reasonable
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
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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,
Series 2004-J3." 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
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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,
2.04 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.
(c) The Servicer shall use commercially reasonable 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.
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(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 2004-J3." 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.
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:
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(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 GMACM, 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;
(vii)to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or any Advance that was ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses 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
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3.07(a), to the extent the amount of the Advance has been added to the
Stated 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 or an Advance
that was ultimately determined to be Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
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
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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
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) the greater of (A) 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;
or (ii) 100 percent of the insurable value of the improvements. 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. 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
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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 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.
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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
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
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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 if it has also determined that any portion of the
applicable 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 such
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
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
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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.
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(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
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 applicable 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 applicable 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
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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.
Section 3.15. Trustee to Cooperate; Release of Mortgage Notes.
(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
Note) by delivery of a Request for Release substantially in the form attached
hereto as Exhibit F requesting delivery to it of the Mortgage Note. 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.
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(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 Note)
requesting that possession of the Mortgage Note 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 Note) or the Custodian shall deliver the Mortgage
Note to the Servicer. The Servicer shall cause each Mortgage Note 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 Note 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 Note 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 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 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
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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) and (v) 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 3.01, 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.
(a) Within 15 days after each Distribution Date, the Trustee shall prepare
and file in accordance with industry standards with the Securities and Exchange
Commission (the "Commission") via the Electronic Data Gathering and Retrieval
System ("XXXXX"), and the Servicer shall execute, 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, 2005, the Trustee shall prepare and file in
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accordance with industry standards, and the Servicer shall execute, a Form 15
Suspension Notification with respect to the Trust Fund, if applicable, with the
Commission via XXXXX. Prior to March 31, 2005 and prior to March 31st of each
succeeding year until the earlier of (i) a Form 15 Suspension Notification has
been filed with respect to the Trust Fund or (ii) the year following the
termination of the Trust Fund pursuant to the terms hereof, the Trustee shall
prepare and file, and the Servicer shall execute, a Form 10-K, in substance
conforming to industry standards with respect to the Trust Fund with the
Commission via XXXXX. The Company hereby grants a limited power of attorney to
execute and file each such document on behalf of the Company to the Servicer and
the Trustee, respectively. Each such power of attorney shall continue until
either the earlier of (i) receipt by the Trustee or the Servicer, as applicable,
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 each of
the Trustee and the Servicer, 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 or the Servicer, as
applicable, reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Servicer shall have no responsibility to file
any items other than those specified in this section.
(b) Any Form 10-K filed with the Commission in connection with this Section
shall include a certification, signed by the senior officer in charge of the
servicing functions of the Servicer, in the form attached as Exhibit O-1 hereto
or such other form as may be required or permitted by the Commission (the "Form
10-K Certification"), in compliance with Rule 13a-14 and 15d-14 under the
Exchange Act and any additional directives of the Commission. In connection with
the Form 10-K Certification, the Trustee shall provide the Servicer with (x) a
back-up certification substantially in the form attached hereto as Exhibit O-2;
and (y) (I) a list of Certificateholders as shown on the Certificate Register as
of the end of each calendar year, (II) copies of all pleadings, other legal
process and any other documents relating to any claims, charges or complaints
involving the Trustee, as trustee, or the Trust Fund that are received by the
Trustee, (III) notice of all matters that, to the actual knowledge of a
Responsible Officer of the Trustee, have been submitted to a vote of the
Certificateholders, other than those matters that have been submitted to a vote
of the Certificateholders at the request of the Depositor or the Servicer, and
(IV) notice of any failure of the Trustee to make any distribution to the
Certificateholders as required pursuant to this Agreement. Neither the Servicer
nor the Trustee shall have any liability with respect to the Trustee's failure
to properly prepare or file, or the Servicer's failure to execute, such periodic
reports resulting from or relating to the Servicer's or the Trustee's, as the
case may be, inability or failure to obtain any information not resulting from
the negligence or willful misconduct of such party.
Section 3.18. Annual Statement as to Compliance.
The Servicer shall deliver to the Depositor, 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, 2004, 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
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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 2004 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 Depositor 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 Depositor 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 Depositor 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
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
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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.
Section 3.22. Advance Facility.
The Servicer is hereby authorized to enter into any facility (an "Advance
Facility") with any Person (any such Person, an "Advance Facility
Counterparty"), without the consent of any party to this Agreement or the
Insurer, which provides that the Servicer may pledge or sell its rights (the
"Advance Reimbursement Rights") to receive reimbursement of any advances made by
the Servicer in respect of Advances pursuant to this Agreement, Servicing
Advances pursuant to this Agreement, or amounts in respect of taxes and premiums
advanced pursuant to Section 3.08(c) ("Tax/Premium Amounts") pursuant to credit
facilities, repurchase facilities, or similar facilities providing liquidity for
the funding of Advances, Servicing Advances or Tax/Premium Amounts, as
applicable. Notwithstanding the existence of any Advance Facility, the Servicer
shall remain obligated pursuant to this Agreement to make Advances, Servicing
Advances and Tax/Premium Amounts pursuant to and as required by this Agreement,
and shall not be relieved of such obligations by virtue of such Advance
Facility.
If the Servicer enters into an Advance Facility, the Servicer shall
promptly give written notice to the Trustee, which shall include the identity of
the Advance Facility Counterparty, and for so long as an Advance Facility
Counterparty remains entitled to receive reimbursement for any Advances,
including Nonrecoverable Advances related thereto ("Monthly Advance
Reimbursement Amounts"), Servicing Advances, including Nonrecoverable Advances
related thereto ("Servicing Advance Reimbursement Amounts") and/or Tax/Premium
Amounts ("Tax/Premium Reimbursement Amounts" and, together with Monthly Advance
Reimbursement Amounts and Servicing Advance Reimbursement Amounts, "Advance
Reimbursement Amounts") (in each case to the extent that such type of Advance
Reimbursement Amount is included in the Advance Facility), as applicable, then
the Servicer shall identify such Advance Reimbursement Amounts as received,
consistently with the reimbursement rights set forth in Section 3.10, and shall
remit such Advance Reimbursement Amounts in accordance with the documentation
establishing the Advance Facility to such Advance Facility Counterparty or to a
trustee, agent or custodian (an "Advance Facility Trustee") designated by such
Advance Facility Counterparty.
Notwithstanding the foregoing, if so required pursuant to the terms of the
Advance Facility, the Servicer may withdraw from the Custodial Account or direct
the Trustee, as applicable, and the Servicer and the Trustee, if so directed, is
hereby authorized to and shall pay to the Advance Facility Counterparty or the
Advance Facility Trustee the Advance Reimbursement Amounts identified pursuant
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to the preceding sentence. The Trustee shall have no obligation with respect to
the calculation or payment of any Advance Reimbursement Amount nor, as a result
of the existence of any Advance Facility shall the Trustee have any obligation
to track, monitor or administer such Advance Facility.
Advance Reimbursement Amounts shall consist solely of amounts in respect
of Advances, Servicing Advances and/or Tax/Premium Amounts made with respect to
the Mortgage Loans for which the Servicer would be permitted to reimburse itself
in accordance with this Agreement. Advance Reimbursement Amounts that the
Servicer is entitled to be paid shall not be included in Available Distribution
Amounts or distributed to Certificateholders. An Advance Facility Counterparty
whose obligations are limited to the making of Advances, Servicing Advances
and/or Tax/Premium Amounts will not be deemed to be a Subservicer under this
Agreement or be required to meet the criteria for qualification as a Subservicer
under this Agreement.
Advance Reimbursement Amounts allocated to reimburse Advances, Servicing
Advances or Tax/Premium Amounts made with respect to any particular Mortgage
Loan shall be allocated to the reimbursement of the unreimbursed Advances,
Servicing Advances or Tax/Premium Amounts, as the case may be, made with respect
to that Mortgage Loan on a "first-in, first out" ("FIFO") basis, such that the
Advance Reimbursement Amounts shall be applied to reimburse the Advance,
Servicing Advance or Tax/Premium Amount, as the case may be, for that Mortgage
Loan that was disbursed earliest in time first, and to reimburse the Advance,
Servicing Advance or Tax/Premium Amount, as the case may be, for that Mortgage
Loan that was disbursed latest in time last. Liquidation Proceeds with respect
to a Mortgage Loan shall be applied in the following order: first, to reimburse
Servicing Advances outstanding with respect to that Mortgage Loan, second, to
reimburse Advances outstanding with respect to that Mortgage Loan and third, to
reimburse Tax/Premium Amounts outstanding with respect to that Mortgage Loan.
The Servicer shall provide to the related Advancing Facility Counterparty or
Advance Facility Trustee loan-level information with respect to each Advance,
Servicing Advance or Tax/Premium Amount remitted to such Advance Facility
Counterparty or Advance Facility Trustee, to enable the Advance Facility
Counterparty or Advance Facility Trustee to make the FIFO allocation of each
such Advance, Servicing Advance or Tax/Premium Amount with respect to each
Mortgage Loan.
Upon request of the Servicer, the Trustee agrees to execute such
acknowledgments, certificates, and other documents recognizing the interests of
any Advance Facility Counterparty in such Advance Reimbursement Rights as the
Servicer may cause to be made subject to Advance Facilities pursuant to this
Section 3.22.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Payment Account.
(a) The Trustee shall establish and maintain a Payment Account for the
benefit of the Certificateholders 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
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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 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 (net of the amounts payable above):
(i) to the Senior Certificates (other than the Class PO Certificates, and
prior to the Credit Support Depletion Date, the Accrual Certificates
to the extent of the Accrual Distribution Amount) 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), in each case in respect of interest on such
Class; and
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(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 Accretion Directed Certificates and the Class A-8 Certificates,
the Accrual Distribution Amount in the priority set forth in Section
4.02(b)(ii), and to the Senior Certificates (other than the Class PO
Certificates), in the priorities and amounts set forth in Section
4.02(b) through (e), 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
Principal Prepayment in Full, during the related Prepayment
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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;
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(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;
(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;
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(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;
(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-I 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
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outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date shall 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 shall 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 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
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(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; and
(ii) second, an amount equal to the Accrual Distribution Amount shall be
distributed to the Accretion Directed Certificates and the Class A-8
Certificates in the order of priority set forth in Section
4.02(b)(v)(B)(ii) below;
(iii)third, the Senior Principal Distribution Amount shall be distributed
to the Class R-I Certificates and Class R-II Certificates, pro rata,
according to their Certificate Principal Balances, in each case until
the Certificate Principal Balance thereof has been reduced to zero;
(iv) fourth, an amount equal to the balance of the Senior Principal
Distribution Amount remaining after the distributions, if any,
described in clause (iii) of this Section 4.02(b) shall be distributed
to the Class A-10 Certificates in reduction of the Certificate
Principal Balance thereof, in an amount equal to the Lockout
Percentage of the Class A-10 Lockout Certificate Share of the
aggregate of the collections described in clauses (ii)(Y)(A), (B), (C)
and (E) (to the extent clause (E) relates to clause (A), (B) or (C))
of Section 4.02(a), without application of the Senior Percentage or
the Senior Accelerated Distribution Percentage; provided that, if the
aggregate of the amounts set forth in clauses (ii)(Y)(A), (B), (C) and
(E) (to the extent clause (E) relates to clause (A), (B) or (C)) of
Section 4.02(a), without application of the Senior Percentage or the
Senior Accelerated Distribution Percentage, is more than the portion
of the Senior Principal Distribution Amount available for distribution
under this clause (iv) of this Section 4.02(b), the amount paid to the
Class A-10 Certificates pursuant to this clause (iv) shall be reduced
by an amount equal to the Class A-10 Certificates' share, based on the
Certificate Principal Balance thereof relative to the aggregate
Certificate Principal Balance of the Senior Certificates (other than
the Class PO and Class R Certificates), of such difference;
(v) fifth, an amount equal to the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clause (iv) of
this Section 4.02(b) shall be distributed concurrently as follows:
(A) 40.8478642945% of the amount available for distribution under
clause (b)(v) of this Section 4.02 shall be distributed sequentially as
follows:
(i) first, to the Class A-5 Certificates in reduction of the
Certificate Principal Balance thereof, in an amount equal to the
Lockout Percentage of the Class A-5 Lockout Certificate Share of the
aggregate of the collections described in clauses (ii)(Y)(A), (B), (C)
and (E) (to the extent clause (E) relates to clause (A), (B) or (C))
of Section 4.02(a), without application of the Senior Percentage or
the Senior Accelerated Distribution Percentage; provided that, if the
aggregate of the amounts set forth in clauses (ii)(Y)(A), (B), (C) and
(E) (to the extent clause (E) relates to clause (A), (B) or (C)) of
Section 4.02(a), without application of the Senior Percentage or the
Senior Accelerated Distribution Percentage, is more than the portion
of the Senior Principal Distribution Amount available for distribution
under this clause (v)(A)(i) of this Section 4.02(b), the amount paid
to the Class A-5 Certificates pursuant to this clause (v)(A)(i) shall
be reduced by an amount equal to the Class A-5 Certificates' share,
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based on the Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of the Senior Certificates
(other than the Class PO and Class R Certificates), of such
difference;
(ii) second, to the Class A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) third, to the Class A-2 and Class A-3 Certificates, pro
rata, according to their Certificate Principal Balances, until the
Certificate Principal Balances thereof have been reduced to zero;
(iv) fourth, to the Class A-4 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(v) fifth, to the Class A-5 Certificates, without regard to the
Class A-5 Certificate Lockout Share, until the Certificate Principal
Balance thereof has been reduced to zero; and
(B) 59.1521357055% of the amount available for distribution under
clause (b)(v) of this Section 4.02 shall be distributed sequentially as
follows:
(i) first, to the Class A-9 Certificates in reduction of the
Certificate Principal Balance thereof, in an amount equal to the
Lockout Percentage of the Class A-9 Lockout Certificate Share of the
aggregate of the collections described in clauses (ii)(Y)(A), (B), (C)
and (E) (to the extent clause (E) relates to clause (A), (B) or (C))
of Section 4.02(a), without application of the Senior Percentage or
the Senior Accelerated Distribution Percentage; provided that, if the
aggregate of the amounts set forth in clauses (ii)(Y)(A), (B), (C) and
(E) (to the extent clause (E) relates to clause (A), (B) or (C)) of
Section 4.02(a), without application of the Senior Percentage or the
Senior Accelerated Distribution Percentage, is more than the portion
of the Senior Principal Distribution Amount available for distribution
under this clause (v)(B)(i) of this Section 4.02(b), the amount paid
to the Class A-9 Certificates pursuant to this clause (v)(B)(i) shall
be reduced by an amount equal to the Class A-9 Certificates' share,
based on the Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of the Senior Certificates
(other than the Class PO and Class R Certificates), of such
difference;
(ii) second, to the Class A-6, Class A-7 and Class A-8
Certificates, in that order, in each case until the Certificate
Principal Balance thereof has been reduced to zero; and
(iii) third, to the Class A-9 Certificates, without regard to the
Class A-9 Certificate Lockout Share, until the Certificate Principal
Balance thereof has been reduced to zero; and
(vi) sixth, an amount equal to the Senior Principal Distribution
Amount remaining after the distributions, if any, described in clause (v)
of this
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Section 4.02(b) shall be distributed to the Class A-10 Certificates,
without regard to the Class A-10 Certificate Lockout Share, 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) shall 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 Senior Certificates (other than
the Class PO and Class IO 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) shall 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 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 distributed 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
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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 not reduce the Certificate Principal Balance of such Certificates
and 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.
(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. None of the Trustee, the Certificate Registrar, the Company or the
Servicer shall have any responsibility for the allocation of such distributions
among Depository Participants, brokerage firms and Certificate Owners.
(g) Except as otherwise provided in Section 9.01, if the Servicer
anticipates that a final distribution with respect to any Class of Certificates
shall 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 shall 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 Servicer shall provide to the
Trustee and 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
"xxxxxxxx.xxx/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
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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
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 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
distributions described in Section 4.02, as set forth in written specifications
or guidelines issued by the Servicer 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
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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
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.
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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 shall 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
shall 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; provided that for purposes of
determining "pro rata," the Certificate Principal Balance of the Accrual
Certificates shall be deemed to be the lesser of (a) the related Certificate
Principal Balance thereof as of the Closing Date or (b) the related Certificate
Principal Balance thereof as of such date of determination. 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
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outstanding with the Lowest 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 shall 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
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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 or such
authority 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 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.
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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
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 shall 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
shall 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
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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 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 or paragraph three of Exhibit J
(with respect to any Class B Certificate) or paragraph sixteen 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 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 and hold such
Certificate (or interest therein) is an "insurance company general account" (as
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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 these subsections (i)
through (iii) of this clause (b), a "Complying Insurance Company").
(ii) Any Transferee of a Senior Certificate (other than a Class R
Certificate) or a Class M Certificate shall 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), PTE 2000-58, 65 Fed. Reg. 67765 (November 13,
2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the
"Issuer Exemption"), and that (i) 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 and (ii) it is an "accredited investor" as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of
1933, as amended, or (c) such Transferee is a Complying Insurance
Company.
(iii)(A) If any Senior Certificate (other than a Class R Certificate) or
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 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 Senior Certificate or 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
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
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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 shall 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 shall 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
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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 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, shall 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 or 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
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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 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 applicable REMIC to
cease to qualify as a REMIC and will not cause (x) any portion of
the applicable 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
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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
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 shall 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
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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 15 days' prior
written notice of the Distribution Date on which the Servicer
anticipates that it shall 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 of the month next
preceding the month of such final distribution and not later than the
Determination Date relating to 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 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
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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 shall be deemed to have been purchased and the Holder as of
such date shall 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 shall each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and shall 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 Xxx 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
assignment or delegation shall be a Person which is qualified to service
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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
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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
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
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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.
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, and the delivery to the Trustee
of the Mortgage Files, and the recordation of Assignments of Mortgages to the
Trustee if MERS is not the mortgagee of a Mortgage Loan or otherwise in
accordance with Section 7.02(b). 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.
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Notwithstanding any termination of the activities of GMACM in its
capacity as Servicer hereunder, GMACM 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 GMACM's rights and obligations as Servicer hereunder and
received after such notice, that portion to which GMACM 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 GMACM 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 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 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 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
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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.
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.
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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 that is in the Trustee's possession or control
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 applicable 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.
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(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
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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.
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
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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.
(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 applicable 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, Mortgage File 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.
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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
(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
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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
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.
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(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.
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
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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
Notes 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
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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 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 shall maintain an office or agency in Chicago, Illinois where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices located at 000 Xxxx Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attn: Institutional Trust Services/Global Debt -
GMACM 2004-J3 for the purposes of keeping the Certificate Register. The Trustee
shall 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.
Section 8.13. Representations and Warranties of the Trustee.
The Trustee hereby represents and warrants to the Trust for the benefit of
the Certificateholders, the Company, the Seller and the Servicer that:
(i) The Trustee is a banking corporation duly organized, validly existing
and in good standing under the laws of the State of New York;
(ii) The Trustee has full power, authority and legal right to execute,
deliver and perform its obligations under this Agreement and the
Custodial Agreement and to execute, authenticate and deliver the
Certificates, and has taken all necessary action to authorize the
execution, delivery and performance by it of this Agreement and the
Custodial Agreement;
(iii)The execution, delivery and performance by the Trustee of this
Agreement and the Custodial Agreement will not (i) violate any
provision of any law or regulation governing the banking and trust
powers of the Trustee or any order, writ, judgment or decree of any
court, arbitrator, or governmental authority applicable to the Trustee
or any of its assets, (ii) violate any provision of the corporate
charter or by-laws of the Trustee, or (iii) violate any provision of,
or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any
properties included in the Trust Fund pursuant to the provisions of
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any mortgage, indenture, contract, agreement or other undertaking to
which it is a party, which violation, default or lien could reasonably
be expected to have a materially adverse effect on the Trustee's
performance or ability to perform its duties under this Agreement or
the Custodial Agreement or on the transactions contemplated hereby or
thereby;
(iv) The execution, delivery and performance by the Trustee of this
Agreement and the Custodial Agreement will not require the
authorization, consent or approval of, the giving of notice to, the
filing or registration with, or the taking of any other action in
respect of, any governmental authority or agency regulating the
banking and corporate trust activities of the Trustee;
(v) Each of this Agreement and the Custodial Agreement has been duly
executed and delivered on behalf of the Trustee and constitutes the
legal, valid and binding agreement of the Trustee, enforceable in
accordance with its terms;
(vi) The Certificates have been duly executed, authenticated and delivered
on behalf of the Trustee in accordance with the provisions of this
Agreement; and
(vii)There are no legal or governmental actions, investigations or
proceedings pending in which the Trustee is a party, including actions
pursuant to the Federal Deposit Insurance Act, (a) asserting the
invalidity of this Agreement or the Custodial Agreement or (b) which,
if decided adversely to the Trustee, would materially and adversely
affect the enforceability of this Agreement or the Custodial Agreement
against the Trustee or the rights of the Certificateholders
thereunder.
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
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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 either 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
respect to the Mortgage Loans. In addition, the Servicer, shall provide to the
Trustee and the Custodian a Request for Release substantially in the form
attached hereto as Exhibit F 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 15 days' prior
written 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 of the month next preceding the month of such final distribution
and not later than the Determination Date relating to 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 shall 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
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) Each 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 either 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
either 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 such
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 such 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
as two REMICs under the Code and, if necessary, under applicable state law. The
assets of each REMIC are set forth in this Agreement. Such election shall 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 each REMIC shall be set forth in Section
10.03. The REMIC Administrator and the Trustee shall not permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in each 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) GMACM shall hold a Class R Certificate representing a 0.02% Percentage
Interest in each Class of the Class R Certificates and shall be designated as
"the tax matters person" with respect to each 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 each 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
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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 each 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 each REMIC.
(f) The Servicer and the REMIC Administrator shall take such actions and
shall cause each 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 each 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 either REMIC as a REMIC or (ii) result in
the imposition of a tax upon either 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 each REMIC
created hereunder, endanger such status or, unless the Servicer, the REMIC
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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 such a tax. 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
either REMIC created hereunder or any related assets thereof, or causing either
REMIC to take any action, which is not expressly permitted under the terms of
this Agreement, the Trustee shall 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
either REMIC, and the Trustee shall not take any such action or cause either
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 shall
to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of each 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
either REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of either REMIC as defined in Section
860G(c) of the Code, on any contributions to either 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 each 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 either 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 such REMIC will
not cause either REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject either REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
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(j) Neither the Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which either REMIC created hereunder
will receive a fee or other compensation for services nor permit either REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 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" for each REMIC II Regular
Interest shall be its Maturity Date, and the "latest possible maturity date" for
each REMIC I Regular Interest shall be its latest possible maturity date as set
forth in the preliminary statement.
(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 each 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 either REMIC created hereunder,
(iii) the termination of the applicable 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 either REMIC, nor sell or dispose of
any investments in the Custodial Account or the Payment Account for gain nor
accept any contributions to either 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 either REMIC as a REMIC
or (b) unless the Servicer has determined in its sole discretion to indemnify
the Trust Fund against such tax, cause either REMIC to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.
(n) The Trustee shall 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,
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that such liability shall 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) shall 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.
Section 10.03. Designation of REMIC(s).
The REMIC Administrator shall 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 ("REMIC I") and
shall make an election to treat the pool of assets comprised of the
uncertificated REMIC I Regular Interests as a REMIC ("REMIC II") for federal
income tax purposes.
The REMIC I Regular Interests will be "regular interests" in REMIC I and
the Class R-I Certificates will be the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions (as defined herein) under the
federal income tax law.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, 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 REMIC II, and the Class R-II 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. Distributions on Uncertificated REMIC I Regular Interests
and REMIC II Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute to
itself, as the holder of the REMIC I Regular Interests, the following amounts in
the following order of priority to the extent of the Available Distribution
Amount reduced by distributions made to the Class R-I Certificates pursuant to
Section 4.02(a):
(i) Uncertificated Interest on the REMIC I Regular Interests for such
Distribution Date, plus any Uncertificated Interest thereon remaining
unpaid from any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 10.04(b), an
amount equal to the sum of the amounts in respect of principal
distributable on each Class of Certificates (other than the Class R-I
Certificates) under Section 4.02(a), as allocated thereto pursuant to
Section 4.02(b).
(b) The amount described in Section 10.04(a)(ii) shall be deemed
distributed with respect to REMIC I Regular Interests in accordance with the
priority assigned to each Related Class of Certificates (other than the Class
R-I Certificates), respectively, under Section 4.02(b) until the Uncertificated
Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated Interest amounts described in Section
10.04(a)(i) shall be deemed distributed by REMIC I to REMIC II in accordance
with the priority assigned to the REMIC II Certificates relative to that
assigned to the REMIC I Certificates under Section 4.02(a).
(d) In determining from time to time the amounts distributable on the REMIC
I Regular Interests Realized Losses allocated to the REMIC II Regular Interests
shall be deemed allocated to the REMIC I Regular Interests in accordance with
the priority assigned to each Related Class of Certificates (other than the
Class R-I Certificates) respectively under Section 4.05.
(e) On each Distribution Date the Trustee shall be deemed to distribute
from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the
Holders of each Class of Certificates (other than the Class R-I Certificates)
the amounts distributable thereon from the amounts deemed to have been received
by REMIC II from REMIC I under this Section 10.04.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC I
Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.05. 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,
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(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
either REMIC created hereunder 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,
(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 either 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
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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 either 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.
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.
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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.
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
Pooling and Servicing Agreement
-120-
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 000 Xxxx Xxxxxx Xxxxxx,
00xx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000
Attn: Institutional Trust Services/Global Debt -
GMACM 2004-J3
Standard & Poor's 00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fitch One State Street Plaza
Residential Mortgage-Backed Securities
00xx Xxxxx
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) or (h) 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,
Pooling and Servicing Agreement
-121-
(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.
Pooling and Servicing Agreement
-122-
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 either REMIC created
hereunder as a REMIC or (subject to Section 10.01(f)) result in the imposition
of a tax upon the Trust Fund or either REMIC created hereunder (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 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, 0.5% of
all Voting Rights shall be allocated among the Holders of the Class R-I
Certificates, in accordance with their respective Percentage Interests, and 0.5%
of all Voting Rights shall be allocated among the Holders of the Class R-II
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.
Pooling and Servicing Agreement
-123-
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, as of the day and year first above written.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By: ____________________________
Name:
Title:
GMAC MORTGAGE CORPORATION
By: ____________________________
Name:
Title:
JPMORGAN CHASE BANK,
AS TRUSTEE
By: ____________________________
Name:
Title:
Pooling and Servicing Agreement
S-1
STATE OF )
) ss.:
COUNTY OF )
On the _____ day of __________, 200__ before me, a notary public in and
for said State, personally appeared __________, known to me to be
_______________ 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]
Pooling and Servicing Agreement
STATE OF )
) ss.:
COUNTY OF )
On the ___ day of __________, 200__ before me, a notary public in and
for said State, personally appeared _______________, known to me to be
________________ 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]
Pooling and Servicing Agreement
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the ___ day of __________, 200__ before me, a notary public in and
for said State, personally appeared ______________, known to me to be a[n]
______________ of JPMorgan Chase Bank, a New York State banking corporation,
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]
Pooling and Servicing Agreement
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, AS AMENDED (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 EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF
THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR
PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY SUCH 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), PTE 2000-58,
65 FED. REG. 67765 (NOVEMBER 13, 2000) AND PTE 2002-41, 67 FED. REG. 54487
(AUGUST 22, 2002) (THE "ISSUER EXEMPTION"), AND THAT (I) 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 THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR MOODY'S AND
(Ii) IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1) OF REGULATION D
OF THE SECURITIES ACT OF 1933, AS AMENDED, or (C) (I) THE TRANSFEREE IS AN
INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE AND
HOLD THE CERTIFICATE (OR INTEREST THEREIN) 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").
A-1-1
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 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 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 [[ ]% Pass-Through Rate][Based upon a
Notional Principal Balance]
Class A- Senior
Aggregate Initial Certificate Principal
Date of Pooling and Servicing Agreement : Balance of the Class A-
Certificates:
June 15, 2004
Initial [Certificate Principal Balance]
[Notational Amount] of this
Cut-off Date: Certificate:
$__________________________
June 1, 2004
First Distribution Date:
July 26, 2004 CUSIP _____ -_____
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
July 25, 2034
A-1-2
GMAC MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2004-J3
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 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 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- Certificates both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of 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
JPMorgan Chase Bank, 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
A-1-3
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] [Notional Amount] 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.]
As described above, in connection with any transfer of this
Certificate, 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.
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
A-1-4
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
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.
A-1-5
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-1-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: __________, 200__ JPMORGAN CHASE BANK,
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.
JPMORGAN CHASE BANK,
Not in its individual capacity but solely as
Certificate Registrar
By:
--------------------------------------------
Authorized Signatory
A-1-7
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, AS AMENDED (THE "CODE").
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 EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF
THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR
PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY SUCH 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), PTE 2000-58,
65 FED. REG. 67765 (NOVEMBER 13, 2000) AND PTE 2002-41, 67 FED. REG. 54487
(AUGUST 22, 2002) (THE "ISSUER EXEMPTION"), AND THAT (I) 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 THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & Poor's, Fitch or Xxxxx'x and
(iI) it is an "accredited investor" as defined in rule 501(a)(1) OF REGULATION D
OF THE SECURITIES ACT OF 1933, AS AMENDED, or (C) (I) the transferee is an
INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE AND
HOLD THE CERTIFICATE (OR INTEREST THEREIN) 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").
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 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 THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.
A-2-1
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 Variable Pass-Through Rate based on
a Notional Amount
Class IO Senior
[Percentage Interest ___%]
Date of Pooling and Servicing Agreement :
June 15, 2004 [ _______________] Initial Pass-Through
Rate based on a Notional Amount
Cut-off Date:
June 1, 2004
First Distribution Date:
July 26, 2004
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
July 25, 2034
A-2-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2004-J3
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 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 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 JPMorgan
Chase Bank, 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
A-2-3
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.
As described above, in connection with any transfer of this
Certificate 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.
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.
A-2-4
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
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-2-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: __________, 200__ JPMORGAN CHASE BANK,
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.
JPMORGAN CHASE BANK,
Not in its individual capacity but solely as
Certificate Registrar
By:
--------------------------------------------
Authorized Signatory
A-2-6
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.
X-0-0
XXXXXXX X-0
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, AS AMENDED (THE "CODE").
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 EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED OR SECTION 4975 OF THE CODE, OR ANY PERSON INCLUDING AN
INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN
ASSETS" OF ANY SUCH 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), PTE 2000-58, 65 FED. REG. 67765 (NOVEMBER 13, 2000) AND PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE "ISSUER EXEMPTION"), AND THAT
(II) 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 THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH
OR XXXXX'X AND (I) IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1)
OF REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED, OR (C) (I) THE
TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO
PURCHASE AND HOLD THE CERTIFICATE (OR INTEREST THEREIN) 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).
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 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 THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH
PRECEDING TRANSFEREE.
A-3-1
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 0.00% Pass-Through Rate
Class PO Senior Aggregate Initial Certificate Principal
Balance of the Class PO Certificates $[ ]
Date of Pooling and Servicing Agreement :
June 15, 2004 Initial Certificate Principal
Balance of this Certificate:
$_____________
Cut-off Date:
June 1, 2004 CUSIP ___-___
First Distribution Date:
July 26, 2004
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
July 25, 2034
A-3-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2004-J3
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 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 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
JPMorgan Chase Bank, 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,
A-3-3
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.
As described above, in connection with any transfer of this
Certificate 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.
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.
A-3-4
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
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.
A-3-5
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-3-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: _________, 200__ JPMORGAN CHASE BANK,
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.
JPMORGAN CHASE BANK,
Not in its individual capacity but solely as
Certificate Registrar
By:
--------------------------------------------
Authorized Signatory
A-3-7
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-3-8
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 EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF
THE CODE, OR ANY PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY SUCH PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR
PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY SUCH 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), PTE 2000-58,
65 FED. REG. 67765 (NOVEMBER 13, 2000) AND PTE 2002-41, 67 FED. REG. 54487
(AUGUST 22, 2002) (THE "ISSUER EXEMPTION"), AND THAT (I) 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 THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR XXXXX'X AND
(II) IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1) OF REGULATION D
OF THE SECURITIES ACT OF 1933, AS AMENDED, or (C) (I) THE TRANSFEREE IS AN
INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE AND
HOLD THE CERTIFICATE (OR INTEREST THEREIN) 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 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 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 [ ]% Pass-Through Rate
Class M- Subordinate
Aggregate Certificate Principal Balance
Date of Pooling and Servicing Agreement : of the Class M-[ ] Certificates:
June 15, 2004 $ ]
Cut-off Date: Initial Certificate Principal Balance
of this Certificate:
June 1, 2004 $____________________
First Distribution Date: CUSIP __________ -____
July 26, 2004
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
July 25, 2034
B-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2004-J3
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 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 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 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 JPMorgan Chase Bank, 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.
B-3
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, in connection with any transfer of this
Certificate 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.
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
B-4
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
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.
B-5
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-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: __________, 200__ JPMORGAN CHASE BANK,
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.
JPMORGAN CHASE BANK,
Not in its individual capacity but solely as
Certificate Registrar
By:
--------------------------------------------
Authorized Signatory
B-7
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-8
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
INTERNAL REVENUE CODE OF 1986, AS AMENDED, 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 [[ ]% Pass-Through Rate][Based upon a
Notional Principal Balance]
Class B- Subordinate
Aggregate Certificate Principal Balance of the
Date of Pooling and Servicing Agreement : Class B- Certificates as of the Cut-off
Date::
June 15, 2004 $ ______________]
Cut-off Date: Initial Certificate Principal Balance of
June 1, 2004 this Certificate:
$______________
First Distribution Date:
July 26, 2004
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
July 25, 2034
C-1
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2004-J3
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 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 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
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 JPMorgan Chase Bank, 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,
C-2
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, sale, pledge or other disposition of this Class B
Certificate will 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 such a transfer is to be made, either (i)
(A) the Trustee shall require an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the 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 (B) the Trustee
shall require the transferee to execute a representation letter in the form
described by the Agreement, and the Trustee shall require the transferor to
execute a representation letter in the form described by the Agreement, 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
shall not be required in connection with any transfer of this Class B
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 this Class B
Certificate shall be required to provide the Trustee, the Company and the
Servicer with an investment letter substantially in the form described in the
Agreement (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 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
C-3
of 1986, as amended (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
plan or other plan subject to 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 (or interest therein) 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
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.
C-4
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-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: __________, 200__ JPMORGAN CHASE BANK,
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.
JPMORGAN CHASE BANK,
Not in its individual capacity but solely as
Certificate Registrar
By:
-----------------------------------------
Authorized Signatory
C-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.
C-7
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, AS AMENDED (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 (AS
DEFINED BELOW) 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
D-1
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) THE PROPOSED TRANSFEREE WILL
NOT CAUSE INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE (WITHIN THE MEANING OF AN APPLICABLE INCOME TAX
TREATY) OF THE TRANSFEREE OR ANOTHER U.S. TAXPAYER, AND (4) ANY TRANSFER OF AN
OWNERSHIP INTEREST IN THIS CERTIFICATE WILL SATISFY EITHER THE "ASSET TEST" AS
SET FORTH IN SECTION 1.860E-1(C)(5) OF THE TREASURY REGULATIONS OR THE "FORMULA
TEST" SET FORTH IN SECTION 1.860E-1(C)(7) OF THE TREASURY REGULATIONS.
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.
Certificate No. 1 [ ]% Pass-Through Rate]
Class R- Senior Aggregate Initial Certificate Principal
Balance
of the Class R- Certificates: $50.00
Date of Pooling and Servicing Agreement :
June 15, 2004 Initial Certificate Principal Balance of
this Certificate:
$________________
Cut-off Date:
June 1, 2004 [Percentage Interest: [ ]%]
First Distribution Date: CUSIP
July 26, 2004
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
July 25, 2034
D-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2004-J3
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 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 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 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
JPMorgan Chase Bank, 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 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
D-3
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 transfer of any
Ownership Interest in this Certificate will satisfy either the "asset test" as
set forth in Section 1.860E-1(C)(5) of the Treasury regulations or the "formula
test" as set forth in Section 1.860E-1(C)(7) of the Treasury regulations, (iv)
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 (v) 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 of 1986, as amended (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 and will not subject the
depositor, the trustee or the servicer to any obligation or liability in
addition to those undertaken in the Agreement 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 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").
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
D-4
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
D-5
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.
D-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: __________, 200__ JPMORGAN CHASE BANK,
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.
JPMORGAN CHASE BANK,
Not in its individual capacity but solely as
Certificate Registrar
By:
-------------------------------------------
Authorized Signatory
D-7
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-8
EXHIBIT E
MORTGAGE LOAN SCHEDULE
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0101029216 $515,000.00 $2,883.86 REFINANCE
90503 02/22/2004 $513,260.97 05/01/2004
CA 04/01/2004 5.375 STANDARD
67.59 SINGLE FAMILY- PRIMARY RESIDENCE N
0101029990 $465,000.00 $2,603.87 REFINANCE
91775 03/25/2004 $463,869.99 05/01/2004
CA 05/01/2004 5.375 STANDARD
69.92 SINGLE FAMILY- PRIMARY RESIDENCE N
0101030913 $483,000.00 $2,704.67 REFINANCE
92807 03/25/2004 $481,915.11 05/01/2004
CA 05/01/2004 5.375 STANDARD
70 PUD-DETACHED PRIMARY RESIDENCE N
0101031337 $424,000.00 $2,374.28 REFINANCE
92887 04/12/2004 $423,524.89 05/01/2004
CA 06/01/2004 5.375 STANDARD
38.55 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $400,000.00 $2,271.16 REFINANCE
92688 04/07/2004 $399,562.17 05/01/2004
CA 06/01/2004 5.5 STANDARD
58.82 PUD-DETACHED PRIMARY RESIDENCE N
0101032165 $354,000.00 $2,037.83 REFINANCE
91001 04/03/2004 $353,621.55 05/01/2004
CA 06/01/2004 5.625 STANDARD
50.57 SINGLE FAMILY- PRIMARY RESIDENCE N
0101032324 $520,000.00 $2,952.51 PURCHASE
92881 04/23/2004 $519,430.82 05/01/2004
CA 06/01/2004 5.5 STANDARD
78.2 PUD-DETACHED PRIMARY RESIDENCE N
0101032433 $456,000.00 $2,589.12 REFINANCE
94066 04/26/2004 $455,500.88 05/01/2004
CA 06/01/2004 5.5 STANDARD
69.62 SINGLE FAMILY- PRIMARY RESIDENCE N
0553551409 $376,950.00 $2,199.78 PURCHASE
02790 04/26/2004 $376,556.44 05/01/2004
MA 06/01/2004 5.75 STANDARD
79.97 SINGLE FAMILY- PRIMARY RESIDENCE N
0555268309 $357,700.00 $2,030.99 PURCHASE
19468 04/22/2004 $357,308.47 05/01/2004
PA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0555568302 $326,200.00 $1,852.13 REFINANCE
98335 04/01/2004 $325,842.95 05/01/2004
WA 06/01/2004 5.5 STATED INCOME
79.99 PUD-DETACHED PRIMARY RESIDENCE N
0556314805 $649,000.00 $3,583.81 PURCHASE
92677 03/30/2004 $645,333.43 06/01/2004
CA 05/01/2004 5.25 RELOCATION
79.15 SINGLE FAMILY- PRIMARY RESIDENCE Y
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0557055100 $484,000.00 $2,710.27 PURCHASE
94583 09/10/2003 $479,592.55 05/01/2004
CA 11/01/2003 5.375 RELOCATION
80 PUD-DETACHED PRIMARY RESIDENCE Y
0557175809 $413,700.00 $2,348.95 PURCHASE
76016 04/16/2004 $413,247.18 05/01/2004
TX 06/01/2004 5.5 SELECT
79.88 SINGLE FAMILY- PRIMARY RESIDENCE N
0557819703 $553,200.00 $3,097.77 PURCHASE
91381 03/12/2004 $551,957.44 06/01/2004
CA 05/01/2004 5.375 RELOCATION
74.76 PUD-DETACHED PRIMARY RESIDENCE N
0560040701 $400,000.00 $2,239.89 PURCHASE
93536 04/26/2004 $399,302.09 05/01/2004
CA 06/01/2004 5.375 STANDARD
91.93 PUD-DETACHED PRIMARY RESIDENCE N
0560188302 $700,000.00 $3,757.76 PURCHASE
07901 04/15/2004 $699,158.91 05/01/2004
NJ 06/01/2004 5 RELOCATION
77.35 SINGLE FAMILY- PRIMARY RESIDENCE N
0561001108 $435,000.00 $2,402.09 PURCHASE
33027 02/12/2004 $433,496.55 05/01/2004
FL 04/01/2004 5.25 RELOCATION
73.11 PUD-DETACHED PRIMARY RESIDENCE N
0561040502 $400,000.00 $2,271.16 PURCHASE
03110 04/06/2004 $399,533.33 06/01/2004
NH 06/01/2004 5.5 STANDARD
50.63 SINGLE FAMILY- PRIMARY RESIDENCE N
0561077405 $344,000.00 $1,926.31 PURCHASE
48098 02/17/2004 $342,838.38 05/01/2004
MI 04/01/2004 5.375 SELECT
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0561268806 $355,300.00 $2,101.74 REFINANCE
98223 05/06/2004 $355,300.00 06/01/2004
WA 07/01/2004 5.875 STANDARD
78.96 SINGLE FAMILY- PRIMARY RESIDENCE N
0561382201 $719,200.00 $3,806.07 PURCHASE
90278 04/01/2004 $718,315.68 05/01/2004
CA 06/01/2004 4.875 RELOCATION
80 CONDOMINIUM- PRIMARY RESIDENCE N
0561455601 $450,000.00 $2,450.20 PURCHASE
07869 03/15/2004 $448,941.10 05/01/2004
NJ 05/01/2004 5.125 RELOCATION
64.29 SINGLE FAMILY- PRIMARY RESIDENCE N
0561917006 $536,000.00 $2,959.82 PURCHASE
77005 03/09/2004 $534,767.67 05/01/2004
TX 05/01/2004 5.25 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0562027508 $147,150.00 $882.24 PURCHASE
19606 04/30/2004 $147,003.51 05/01/2004
PA 06/01/2004 6 STATED INCOME
75 SINGLE FAMILY- PRIMARY RESIDENCE N
0562153304 $376,000.00 $2,047.28 PURCHASE
07052 04/15/2004 $375,558.55 05/01/2004
NJ 06/01/2004 5.125 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE Y
0562155804 $466,500.00 $2,685.44 PURCHASE
06880 04/20/2004 $466,001.28 05/01/2004
CT 06/01/2004 5.625 STANDARD
75 SINGLE FAMILY- PRIMARY RESIDENCE N
0562236307 $510,000.00 $2,855.86 PURCHASE
10590 03/29/2004 $508,853.82 05/01/2004
NY 05/01/2004 5.375 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0562241208 $403,000.00 $2,351.80 REFINANCE
20124 02/18/2004 $401,731.67 05/01/2004
VA 04/01/2004 5.75 STREAMLINE
79.04 SINGLE FAMILY- PRIMARY RESIDENCE N
0562281709 $440,000.00 $2,463.88 PURCHASE
08691 03/22/2004 $439,011.69 05/01/2004
NJ 05/01/2004 5.375 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0562474700 $559,200.00 $3,131.36 PURCHASE
08226 03/29/2004 $557,943.97 05/01/2004
NJ 05/01/2004 5.375 SELECT
80 CONDOMINIUM- SECOND HOME N
0562488304 $472,000.00 $2,606.41 PURCHASE
48306 02/27/2004 $470,368.65 05/01/2004
MI 04/01/2004 5.25 RELOCATION
79.96 SINGLE FAMILY- PRIMARY RESIDENCE N
0562561308 $775,000.00 $4,339.78 PURCHASE
60022 03/15/2004 $773,259.25 05/01/2004
IL 05/01/2004 5.375 RELOCATION
69.98 SINGLE FAMILY- PRIMARY RESIDENCE N
0562575001 $597,900.00 $3,348.07 PURCHASE
07446 03/17/2004 $596,557.03 05/01/2004
NJ 05/01/2004 5.375 RELOCATION
68.11 SINGLE FAMILY- PRIMARY RESIDENCE Y
0562713602 $368,000.00 $2,032.11 REFINANCE
78248 02/27/2004 $365,793.84 05/01/2004
TX 04/01/2004 5.25 STANDARD
78.8 PUD-DETACHED PRIMARY RESIDENCE N
0562859306 $345,000.00 $1,878.49 PURCHASE
32903 02/20/2004 $343,759.15 05/01/2004
FL 04/01/2004 5.125 RELOCATION
66.35 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0562867606 $393,200.00 $2,232.55 PURCHASE
60060 04/01/2004 $392,769.62 05/01/2004
IL 06/01/2004 5.5 RELOCATION
56.97 SINGLE FAMILY- PRIMARY RESIDENCE N
0562931105 $515,472.00 $2,886.50 PURCHASE
92373 04/21/2004 $514,894.39 05/01/2004
CA 06/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0562937607 $334,300.00 $1,950.89 PURCHASE
85253 04/28/2004 $333,950.96 05/01/2004
AZ 06/01/2004 5.75 STATED INCOME
61 PUD-DETACHED PRIMARY RESIDENCE N
0563082908 $500,000.00 $2,761.02 PURCHASE
94550 04/09/2004 $499,426.48 05/01/2004
CA 06/01/2004 5.25 RELOCATION
70.52 SINGLE FAMILY- PRIMARY RESIDENCE N
0563088707 $465,000.00 $2,567.75 PURCHASE
07920 03/23/2004 $463,930.92 05/01/2004
NJ 05/01/2004 5.25 STANDARD
69.92 PUD-DETACHED PRIMARY RESIDENCE N
0563155001 $503,200.00 $2,896.71 PURCHASE
08550 04/26/2004 $502,662.04 05/01/2004
NJ 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0563172709 $517,600.00 $2,898.42 PURCHASE
20148 03/12/2004 $516,437.31 05/01/2004
VA 05/01/2004 5.375 RELOCATION
79.89 PUD-DETACHED PRIMARY RESIDENCE Y
0563228907 $480,000.00 $2,687.87 PURCHASE
11786 04/22/2004 $479,462.13 05/01/2004
NY 06/01/2004 5.375 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0563292408 $888,000.00 $5,111.83 REFINANCE
48094 04/26/2004 $887,050.67 05/01/2004
MI 06/01/2004 5.625 STANDARD
74 SINGLE FAMILY- PRIMARY RESIDENCE N
0563351501 $498,376.00 $2,829.73 REFINANCE
48306 03/19/2004 $497,282.48 05/01/2004
MI 05/01/2004 5.5 STANDARD
75.51 SINGLE FAMILY- PRIMARY RESIDENCE N
0563377001 $665,000.00 $3,880.76 REFINANCE
96825 05/06/2004 $665,000.00 06/01/2004
HI 07/01/2004 5.75 STANDARD
69.27 SINGLE FAMILY- PRIMARY RESIDENCE N
0563409101 $420,000.00 $2,451.01 PURCHASE
80442 05/03/2004 $420,000.00 06/01/2004
CO 07/01/2004 5.75 STANDARD
80 SINGLE FAMILY- SECOND HOME N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0563418904 $420,000.00 $2,484.46 PURCHASE
10314 05/04/2004 $420,000.00 06/01/2004
NY 07/01/2004 5.875 STATED INCOME
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0563452408 $360,000.00 $2,044.05 PURCHASE
89012 04/15/2004 $359,605.95 05/01/2004
NV 06/01/2004 5.5 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0563494004 $348,000.00 $1,868.14 PURCHASE
87111 04/21/2004 $347,581.86 05/01/2004
NM 06/01/2004 5 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0563586205 $501,600.00 $2,967.16 PURCHASE
02818 04/26/2004 $501,088.59 05/01/2004
RI 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0563594506 $700,000.00 $4,029.60 PURCHASE
08889 04/26/2004 $699,251.65 05/01/2004
NJ 06/01/2004 5.625 STANDARD
77.78 PUD-DETACHED PRIMARY RESIDENCE N
0563604008 $344,000.00 $1,980.26 PURCHASE
01944 04/29/2004 $343,632.24 05/01/2004
MA 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0563644608 $738,480.00 $4,487.09 PURCHASE
32312 04/28/2004 $737,762.24 05/01/2004
FL 06/01/2004 6.125 SELECT
75 PUD-DETACHED PRIMARY RESIDENCE N
0563654706 $395,000.00 $2,305.12 REFINANCE
11021 03/26/2004 $394,173.20 05/01/2004
NY 05/01/2004 5.75 EXPRESS
64.23 SINGLE FAMILY- PRIMARY RESIDENCE N
0563747906 $400,000.00 $2,239.89 PURCHASE
19348 04/26/2004 $399,551.78 05/01/2004
PA 06/01/2004 5.375 RELOCATION
58.39 PUD-DETACHED PRIMARY RESIDENCE N
0563817808 $440,000.00 $2,532.89 PURCHASE
01890 04/29/2004 $439,529.61 05/01/2004
MA 06/01/2004 5.625 STANDARD
56.77 SINGLE FAMILY- PRIMARY RESIDENCE N
0563852201 $385,000.00 $2,185.99 PURCHASE
01545 05/05/2004 $385,000.00 06/01/2004
MA 07/01/2004 5.5 STANDARD
77.39 SINGLE FAMILY- PRIMARY RESIDENCE N
0563967900 $408,000.00 $2,380.98 PURCHASE
11040 04/28/2004 $407,574.02 05/01/2004
NY 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0564116309 $456,009.00 $2,661.15 REFINANCE
90066 04/26/2004 $455,532.89 05/01/2004
CA 06/01/2004 5.75 STANDARD
64.23 SINGLE FAMILY- PRIMARY RESIDENCE N
0564117802 $357,600.00 $2,086.86 PURCHASE
07936 05/04/2004 $357,600.00 06/01/2004
NJ 07/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0564193308 $348,000.00 $1,948.70 PURCHASE
94565 03/22/2004 $347,218.35 05/01/2004
CA 05/01/2004 5.375 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0564239507 $385,000.00 $2,185.99 PURCHASE
33037 04/08/2004 $384,578.59 05/01/2004
FL 06/01/2004 5.5 STANDARD
70 CONDOMINIUM- PRIMARY RESIDENCE N
0564247807 $377,600.00 $2,027.04 PURCHASE
77030 03/23/2004 $376,690.69 05/01/2004
TX 05/01/2004 5 RELOCATION
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0564271203 $350,000.00 $2,042.51 PURCHASE
48357 04/30/2004 $349,634.57 05/01/2004
MI 06/01/2004 5.75 SELECT
62.61 SINGLE FAMILY- PRIMARY RESIDENCE N
0564309904 $822,250.00 $4,668.65 PURCHASE
02135 04/29/2004 $821,350.00 05/01/2004
MA 06/01/2004 5.5 STANDARD
65 2-4 FAMILY-DETACHED PRIMARY RESIDENCE N
0564319903 $458,617.00 $2,603.98 REFINANCE
78606 04/23/2004 $458,115.01 05/01/2004
TX 06/01/2004 5.5 STANDARD
63.7 SINGLE FAMILY- PRIMARY RESIDENCE N
0564375103 $600,000.00 $3,453.94 REFINANCE
06830 04/28/2004 $599,358.56 05/01/2004
CT 06/01/2004 5.625 STANDARD
25 SINGLE FAMILY- PRIMARY RESIDENCE N
0564386506 $372,750.00 $2,116.44 REFINANCE
48360 04/21/2004 $372,342.00 05/01/2004
MI 06/01/2004 5.5 SELECT
52.13 SINGLE FAMILY- PRIMARY RESIDENCE N
0564406304 $337,250.00 $1,994.97 PURCHASE
10930 05/13/2004 $337,250.00 06/01/2004
NY 07/01/2004 5.875 STANDARD
95 SINGLE FAMILY- PRIMARY RESIDENCE N
0564406908 $383,000.00 $2,114.95 PURCHASE
94103 04/27/2004 $382,560.68 05/01/2004
CA 06/01/2004 5.25 RELOCATION
79.92 CONDOMINIUM- PRIMARY RESIDENCE Y
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0564464907 $450,000.00 $2,555.06 PURCHASE
48306 04/29/2004 $449,507.44 06/01/2004
MI 06/01/2004 5.5 SELECT
70.48 SINGLE FAMILY- PRIMARY RESIDENCE N
0564540706 $423,693.00 $2,372.56 REFINANCE
48306 04/21/2004 $423,218.23 05/01/2004
MI 06/01/2004 5.375 STANDARD
63.71 SINGLE FAMILY- PRIMARY RESIDENCE N
0564553303 $409,500.00 $2,325.10 REFINANCE
07079 04/26/2004 $409,051.78 05/01/2004
NJ 06/01/2004 5.5 STANDARD
44.27 SINGLE FAMILY- PRIMARY RESIDENCE N
0564562106 $370,000.00 $2,043.16 REFINANCE
07652 04/02/2004 $369,575.59 05/01/2004
NJ 06/01/2004 5.25 STATED INCOME
56.92 SINGLE FAMILY- PRIMARY RESIDENCE N
0564566701 $364,400.00 $2,040.54 PURCHASE
18977 04/29/2004 $363,991.67 05/01/2004
PA 06/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0564597508 $420,000.00 $2,384.72 REFINANCE
48363 05/06/2004 $420,000.00 06/01/2004
MI 07/01/2004 5.5 STANDARD
63.16 SINGLE FAMILY- PRIMARY RESIDENCE N
0564608305 $432,000.00 $2,452.85 REFINANCE
48306 04/26/2004 $431,527.15 05/01/2004
MI 06/01/2004 5.5 SELECT
79.83 SINGLE FAMILY- PRIMARY RESIDENCE N
0564649002 $350,000.00 $1,905.71 PURCHASE
34202 04/30/2004 $349,589.08 05/01/2004
FL 06/01/2004 5.125 RELOCATION
52.63 PUD-DETACHED PRIMARY RESIDENCE N
0564657609 $342,000.00 $1,835.93 PURCHASE
19080 03/31/2004 $341,176.43 05/01/2004
PA 05/01/2004 5 RELOCATION
67.06 SINGLE FAMILY- PRIMARY RESIDENCE N
0564665701 $407,550.00 $2,282.17 REFINANCE
93446 04/07/2004 $406,634.58 05/01/2004
CA 05/01/2004 5.375 STANDARD
78.38 SINGLE FAMILY- PRIMARY RESIDENCE N
0564682607 $472,800.00 $2,684.51 REFINANCE
48230 04/23/2004 $472,282.49 05/01/2004
MI 06/01/2004 5.5 STREAMLINE
69.53 SINGLE FAMILY- PRIMARY RESIDENCE N
0564686509 $371,621.00 $2,080.98 REFINANCE
01867 03/25/2004 $370,786.28 05/01/2004
MA 05/01/2004 5.375 STANDARD
72.87 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0564691509 $375,000.00 $2,099.90 REFINANCE
19807 04/26/2004 $374,579.79 05/01/2004
DE 06/01/2004 5.375 STANDARD
50.68 PUD-DETACHED PRIMARY RESIDENCE N
0564725505 $445,000.00 $2,526.67 REFINANCE
02482 04/08/2004 $444,512.91 05/01/2004
MA 06/01/2004 5.5 STANDARD
41.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0564732204 $378,000.00 $2,146.25 REFINANCE
90230 04/15/2004 $377,586.25 05/01/2004
CA 06/01/2004 5.5 STANDARD
65.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0564756708 $433,000.00 $2,526.88 REFINANCE
48167 04/23/2004 $432,547.91 05/01/2004
MI 06/01/2004 5.75 STREAMLINE
79.3 SINGLE FAMILY- PRIMARY RESIDENCE N
0564789402 $402,500.00 $2,253.89 REFINANCE
07924 04/09/2004 $402,048.97 05/01/2004
NJ 06/01/2004 5.375 SELECT
36.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0564800407 $397,100.00 $2,254.70 REFINANCE
92887 04/28/2004 $396,665.34 05/01/2004
CA 06/01/2004 5.5 SELECT
66.18 SINGLE FAMILY- PRIMARY RESIDENCE N
0564809606 $423,500.00 $2,371.48 REFINANCE
08844 04/16/2004 $423,025.45 05/01/2004
NJ 06/01/2004 5.375 STREAMLINE
77.71 SINGLE FAMILY- PRIMARY RESIDENCE N
0564817609 $379,085.00 $2,152.41 REFINANCE
90505 04/21/2004 $378,670.06 05/01/2004
CA 06/01/2004 5.5 STANDARD
63.71 SINGLE FAMILY- PRIMARY RESIDENCE N
0564838506 $440,000.00 $2,463.88 PURCHASE
08243 03/30/2004 $439,011.69 05/01/2004
NJ 05/01/2004 5.375 STANDARD
80 CONDOMINIUM- SECOND HOME N
0564858009 $396,000.00 $2,186.73 REFINANCE
93030 04/14/2004 $395,545.77 05/01/2004
CA 06/01/2004 5.25 STREAMLINE
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0564863504 $399,000.00 $2,265.48 REFINANCE
06825 04/07/2004 $398,563.27 05/01/2004
CT 06/01/2004 5.5 STREAMLINE
74.51 SINGLE FAMILY- PRIMARY RESIDENCE N
0564877504 $353,376.13 $2,034.24 REFINANCE
12571 04/23/2004 $352,998.34 05/01/2004
NY 06/01/2004 5.625 STANDARD
64.25 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0564877801 $455,000.00 $2,583.44 REFINANCE
07866 04/24/2004 $454,501.98 05/01/2004
NJ 06/01/2004 5.5 STANDARD
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0564879500 $1,000,000.00 $5,677.89 PURCHASE
06830 04/30/2004 $998,905.44 05/01/2004
CT 06/01/2004 5.5 STANDARD
52.63 SINGLE FAMILY- PRIMARY RESIDENCE N
0564884807 $496,000.00 $2,816.24 REFINANCE
60093 04/16/2004 $495,457.09 05/01/2004
IL 06/01/2004 5.5 STANDARD
66.13 SINGLE FAMILY- PRIMARY RESIDENCE N
0564891703 $394,900.00 $2,242.20 REFINANCE
63367 04/19/2004 $394,467.76 05/01/2004
MO 06/01/2004 5.5 STANDARD
56.41 PUD-DETACHED PRIMARY RESIDENCE N
0564895704 $487,500.00 $2,767.98 REFINANCE
63005 04/16/2004 $486,966.40 05/01/2004
MO 06/01/2004 5.5 STREAMLINE
78.25 SINGLE FAMILY- PRIMARY RESIDENCE N
0564900306 $457,400.00 $2,633.06 REFINANCE
48316 04/19/2004 $456,911.00 05/01/2004
MI 06/01/2004 5.625 SELECT
74.98 SINGLE FAMILY- PRIMARY RESIDENCE N
0564913705 $384,000.00 $2,180.31 REFINANCE
10956 04/16/2004 $383,579.69 05/01/2004
NY 06/01/2004 5.5 STREAMLINE
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0564927804 $448,475.00 $2,511.34 REFINANCE
48306 04/27/2004 $447,972.45 06/01/2004
MI 06/01/2004 5.375 SELECT
78 CONDOMINIUM- PRIMARY RESIDENCE N
0564996403 $491,300.00 $2,828.20 REFINANCE
92867 04/29/2004 $490,774.77 05/01/2004
CA 06/01/2004 5.625 SELECT
73.33 SINGLE FAMILY- PRIMARY RESIDENCE N
0564997807 $417,150.00 $2,401.36 REFINANCE
48236 04/23/2004 $416,704.03 05/01/2004
MI 06/01/2004 5.625 STREAMLINE
66.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0565016904 $393,600.00 $2,204.05 REFINANCE
01775 04/09/2004 $393,158.95 05/01/2004
MA 06/01/2004 5.375 STANDARD
72.89 SINGLE FAMILY- PRIMARY RESIDENCE N
0565036902 $401,700.00 $2,344.22 REFINANCE
93065 04/27/2004 $401,280.59 05/01/2004
CA 06/01/2004 5.75 STANDARD
69.26 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0565043106 $385,000.00 $2,155.89 REFINANCE
33334 04/09/2004 $384,568.59 05/01/2004
FL 06/01/2004 5.375 STANDARD
72.64 SINGLE FAMILY- PRIMARY RESIDENCE N
0565072204 $616,000.00 $3,497.59 REFINANCE
02025 04/22/2004 $585,795.82 05/01/2004
MA 06/01/2004 5.5 STANDARD
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0565072303 $350,242.00 $1,988.64 REFINANCE
60093 04/23/2004 $349,858.64 05/01/2004
IL 06/01/2004 5.5 STANDARD
53.88 SINGLE FAMILY- PRIMARY RESIDENCE N
0565079605 $387,000.00 $2,197.35 REFINANCE
60045 04/19/2004 $386,576.40 05/01/2004
IL 06/01/2004 5.5 STREAMLINE
29.77 SINGLE FAMILY- PRIMARY RESIDENCE N
0565089802 $475,426.00 $2,625.32 REFINANCE
95135 04/21/2004 $474,880.67 05/01/2004
CA 06/01/2004 5.25 STANDARD
50.58 SINGLE FAMILY- PRIMARY RESIDENCE N
0565093606 $199,769.00 $1,134.27 REFINANCE
19711 04/20/2004 $199,550.34 05/01/2004
DE 06/01/2004 5.5 STATED INCOME
44.28 PUD-DETACHED PRIMARY RESIDENCE N
0565110202 $519,000.00 $2,946.83 REFINANCE
60532 05/05/2004 $518,431.92 05/01/2004
IL 06/01/2004 5.5 STANDARD
74.14 SINGLE FAMILY- PRIMARY RESIDENCE N
0565132800 $375,920.00 $2,134.44 PURCHASE
20169 04/30/2004 $375,508.53 05/01/2004
VA 06/01/2004 5.5 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0565135407 $447,850.00 $2,542.85 REFINANCE
49315 05/03/2004 $447,359.80 05/01/2004
MI 06/01/2004 5.5 SELECT
70.53 SINGLE FAMILY- PRIMARY RESIDENCE N
0565135704 $535,000.00 $3,037.68 REFINANCE
92833 05/03/2004 $534,414.40 05/01/2004
CA 06/01/2004 5.5 STANDARD
61.14 PUD-DETACHED PRIMARY RESIDENCE N
0565137809 $398,000.00 $2,259.81 REFINANCE
90503 04/27/2004 $397,564.36 05/01/2004
CA 06/01/2004 5.5 STREAMLINE
78.04 SINGLE FAMILY- PRIMARY RESIDENCE N
0565138005 $426,000.00 $2,418.79 REFINANCE
90503 04/29/2004 $425,533.71 05/01/2004
CA 06/01/2004 5.5 STREAMLINE
78.17 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0565146602 $380,000.00 $2,098.38 PURCHASE
07076 05/13/2004 $380,000.00 06/01/2004
NJ 07/01/2004 5.25 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0565148202 $553,600.00 $3,057.00 PURCHASE
22310 05/14/2004 $553,600.00 06/01/2004
VA 07/01/2004 5.25 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0565161403 $540,000.00 $3,066.07 REFINANCE
91390 05/10/2004 $540,000.00 06/01/2004
CA 07/01/2004 5.5 STANDARD
69.68 SINGLE FAMILY- PRIMARY RESIDENCE N
0565166600 $367,150.00 $2,084.64 REFINANCE
91360 04/19/2004 $366,748.13 05/01/2004
CA 06/01/2004 5.5 STREAMLINE
40.79 SINGLE FAMILY- PRIMARY RESIDENCE N
0565168507 $516,000.00 $2,889.46 PURCHASE
92886 04/12/2004 $515,421.79 05/01/2004
CA 06/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0565223500 $400,000.00 $2,271.16 REFINANCE
27513 04/19/2004 $399,562.17 05/01/2004
NC 06/01/2004 5.5 STREAMLINE
69.87 SINGLE FAMILY- PRIMARY RESIDENCE N
0565251303 $700,000.00 $3,974.53 PURCHASE
60015 04/23/2004 $699,233.80 05/01/2004
IL 06/01/2004 5.5 STANDARD
73.68 SINGLE FAMILY- PRIMARY RESIDENCE N
0565273604 $375,000.00 $2,129.21 REFINANCE
02562 04/07/2004 $374,589.54 05/01/2004
MA 06/01/2004 5.5 STANDARD
74.26 SINGLE FAMILY- PRIMARY RESIDENCE N
0565295607 $450,000.00 $2,555.06 PURCHASE
60657 04/26/2004 $449,507.44 05/01/2004
IL 06/01/2004 5.5 STANDARD
48.39 SINGLE FAMILY- PRIMARY RESIDENCE N
0565347408 $955,000.00 $5,573.13 REFINANCE
11733 04/30/2004 $954,002.91 05/01/2004
NY 06/01/2004 5.75 STANDARD
38.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0565358405 $379,950.00 $2,157.32 REFINANCE
48412 04/22/2004 $379,534.12 05/01/2004
MI 06/01/2004 5.5 STREAMLINE
70.36 SINGLE FAMILY- PRIMARY RESIDENCE N
0565366200 $420,000.00 $2,351.88 REFINANCE
08562 04/15/2004 $419,529.37 05/01/2004
NJ 06/01/2004 5.375 STANDARD
78.5 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0565410701 $339,424.00 $1,900.68 REFINANCE
06063 04/16/2004 $339,043.66 05/01/2004
CT 06/01/2004 5.375 STANDARD
78.94 SINGLE FAMILY- PRIMARY RESIDENCE N
0565425907 $375,200.00 $2,101.02 PURCHASE
33629 04/27/2004 $374,779.56 06/01/2004
FL 06/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0565426103 $359,000.00 $2,010.30 REFINANCE
19320 04/23/2004 $358,597.72 05/01/2004
PA 06/01/2004 5.375 STREAMLINE
67.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0565430204 $700,000.00 $4,029.60 REFINANCE
48167 04/23/2004 $699,251.65 05/01/2004
MI 06/01/2004 5.625 STANDARD
53.85 SINGLE FAMILY- PRIMARY RESIDENCE N
0565431004 $446,000.00 $2,497.48 REFINANCE
07446 04/26/2004 $445,500.23 05/01/2004
NJ 06/01/2004 5.375 STANDARD
62.38 SINGLE FAMILY- PRIMARY RESIDENCE N
0565442704 $399,385.00 $2,299.09 REFINANCE
48334 04/23/2004 $398,958.03 05/01/2004
MI 06/01/2004 5.625 STANDARD
65.63 SINGLE FAMILY- PRIMARY RESIDENCE N
0565445202 $405,000.00 $2,331.41 REFINANCE
48105 04/22/2004 $404,567.03 05/01/2004
MI 06/01/2004 5.625 STANDARD
66.39 SINGLE FAMILY- PRIMARY RESIDENCE N
0565448008 $499,000.00 $2,872.53 REFINANCE
49727 04/22/2004 $498,466.53 05/01/2004
MI 06/01/2004 5.625 SELECT
44.36 CONDOMINIUM- SECOND HOME N
0565459500 $450,000.00 $2,555.06 REFINANCE
18930 04/09/2004 $449,507.44 05/01/2004
PA 06/01/2004 5.5 STANDARD
66.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0565463106 $536,000.00 $3,043.35 PURCHASE
02649 04/22/2004 $535,413.32 05/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0565520905 $388,183.00 $2,173.72 REFINANCE
92646 04/29/2004 $387,748.02 05/01/2004
CA 06/01/2004 5.375 STANDARD
64.7 SINGLE FAMILY- PRIMARY RESIDENCE N
0565524709 $374,946.00 $2,188.09 REFINANCE
37922 04/23/2004 $374,554.53 05/01/2004
TN 06/01/2004 5.75 STANDARD
46.87 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0565533502 $374,000.00 $2,094.30 REFINANCE
93907 05/03/2004 $373,580.91 05/01/2004
CA 06/01/2004 5.375 STANDARD
73.33 SINGLE FAMILY- PRIMARY RESIDENCE N
0565542503 $453,600.00 $2,540.03 PURCHASE
94536 04/12/2004 $453,091.72 05/01/2004
CA 06/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0565550100 $602,434.00 $3,373.46 REFINANCE
80104 04/05/2004 $601,080.86 05/01/2004
CO 05/01/2004 5.375 STANDARD
70.87 PUD-DETACHED PRIMARY RESIDENCE N
0565560307 $514,300.00 $2,960.61 REFINANCE
94952 04/29/2004 $513,750.17 05/01/2004
CA 06/01/2004 5.625 STANDARD
62.34 SINGLE FAMILY- PRIMARY RESIDENCE N
0565573201 $450,000.00 $2,555.06 REFINANCE
06430 04/26/2004 $449,507.44 05/01/2004
CT 06/01/2004 5.5 STANDARD
60.32 SINGLE FAMILY- PRIMARY RESIDENCE N
0565619202 $455,949.00 $2,588.83 REFINANCE
20191 04/14/2004 $455,449.94 05/01/2004
VA 06/01/2004 5.5 STANDARD
72.95 PUD-ATTACHED PRIMARY RESIDENCE N
0565644002 $218,400.00 $1,274.53 PURCHASE
92211 05/04/2004 $218,171.97 05/01/2004
CA 06/01/2004 5.75 STATED INCOME
58.32 PUD-DETACHED PRIMARY RESIDENCE N
0565682200 $617,000.00 $3,407.10 PURCHASE
30067 04/28/2004 $616,292.28 05/01/2004
GA 06/01/2004 5.25 RELOCATION
79.98 SINGLE FAMILY- PRIMARY RESIDENCE N
0565689007 $384,000.00 $2,180.31 PURCHASE
78209 04/15/2004 $383,579.69 05/01/2004
TX 06/01/2004 5.5 STANDARD
79.34 CONDOMINIUM- PRIMARY RESIDENCE N
0565701901 $415,000.00 $2,323.89 REFINANCE
07040 05/05/2004 $415,000.00 06/01/2004
NJ 07/01/2004 5.375 SELECT
56.463 SINGLE FAMILY- PRIMARY RESIDENCE N
0565748506 $460,000.00 $2,611.83 PURCHASE
98024 04/19/2004 $459,496.50 05/01/2004
WA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0565774700 $620,000.00 $3,520.30 REFINANCE
08402 05/04/2004 $620,000.00 06/01/2004
NJ 07/01/2004 5.5 EXPRESS
68.89 SINGLE FAMILY- SECOND HOME N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0565838703 $399,000.00 $2,265.48 PURCHASE
02474 04/29/2004 $398,563.27 05/01/2004
MA 06/01/2004 5.5 STANDARD
79.96 CONDOMINIUM- PRIMARY RESIDENCE N
0565971603 $112,000.00 $689.61 PURCHASE
83467 05/11/2004 $112,000.00 06/01/2004
ID 07/01/2004 6.25 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0565991700 $425,000.00 $2,413.11 REFINANCE
07932 04/24/2004 $424,534.81 05/01/2004
NJ 06/01/2004 5.5 SELECT
62.96 SINGLE FAMILY- PRIMARY RESIDENCE N
0566015301 $453,542.00 $2,610.85 REFINANCE
91737 04/28/2004 $452,867.09 06/01/2004
CA 06/01/2004 5.625 STANDARD
64.65 SINGLE FAMILY- PRIMARY RESIDENCE N
0566087300 $371,960.00 $2,082.87 PURCHASE
22901 04/29/2004 $371,543.20 05/01/2004
VA 06/01/2004 5.375 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0566145702 $500,000.00 $2,799.86 PURCHASE
48323 04/15/2004 $499,439.72 05/01/2004
MI 06/01/2004 5.375 STANDARD
76.92 SINGLE FAMILY- PRIMARY RESIDENCE N
0566168803 $540,200.00 $3,024.97 REFINANCE
80521 04/22/2004 $539,594.68 05/01/2004
CO 06/01/2004 5.375 STREAMLINE
52.96 SINGLE FAMILY- PRIMARY RESIDENCE N
0566232609 $451,435.00 $2,670.41 REFINANCE
91789 05/12/2004 $451,435.00 06/01/2004
CA 07/01/2004 5.875 STANDARD
65.62 SINGLE FAMILY- PRIMARY RESIDENCE N
0566317103 $436,800.00 $2,480.11 PURCHASE
02467 04/29/2004 $436,321.89 06/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0566411302 $158,400.00 $937.00 PURCHASE
45385 04/28/2004 $158,238.50 05/01/2004
OH 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0566443305 $428,000.00 $2,430.14 PURCHASE
08057 04/26/2004 $427,531.53 05/01/2004
NJ 06/01/2004 5.5 STANDARD
80 CONDOMINIUM- PRIMARY RESIDENCE N
0566446308 $462,000.00 $2,623.19 PURCHASE
84092 04/08/2004 $461,494.31 05/01/2004
UT 06/01/2004 5.5 STANDARD
80 CONDOMINIUM- SECOND HOME N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0566450201 $540,000.00 $3,108.55 REFINANCE
08226 05/08/2004 $540,000.00 06/01/2004
NJ 07/01/2004 5.625 STANDARD
45 CONDOMINIUM- SECOND HOME N
0566455705 $410,253.00 $2,329.38 REFINANCE
01969 04/26/2004 $409,803.95 05/01/2004
MA 06/01/2004 5.5 SELECT
74.32 SINGLE FAMILY- PRIMARY RESIDENCE N
0566470704 $397,084.00 $2,223.56 PURCHASE
91381 04/14/2004 $396,639.05 05/01/2004
CA 06/01/2004 5.375 STANDARD
80 CONDOMINIUM- PRIMARY RESIDENCE N
0566558607 $380,250.00 $2,070.42 PURCHASE
92630 05/06/2004 $379,803.56 05/01/2004
CA 06/01/2004 5.125 STANDARD
65 PUD-DETACHED PRIMARY RESIDENCE N
0566600300 $159,200.00 $941.73 PURCHASE
98310 04/26/2004 $159,037.69 05/01/2004
WA 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0566620308 $359,920.00 $2,129.07 PURCHASE
07051 04/30/2004 $359,553.04 05/01/2004
NJ 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0566637609 $159,920.00 $945.99 PURCHASE
98374 04/22/2004 $159,756.95 06/01/2004
WA 06/01/2004 5.875 STATED INCOME
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0566642906 $484,000.00 $2,824.50 PURCHASE
91006 04/29/2004 $483,494.67 05/01/2004
CA 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0566646907 $350,000.00 $1,959.90 PURCHASE
48362 04/26/2004 $349,607.81 05/01/2004
MI 06/01/2004 5.375 SELECT
78.65 SINGLE FAMILY- PRIMARY RESIDENCE N
0566669503 $416,000.00 $2,427.67 PURCHASE
30506 04/30/2004 $415,565.66 05/01/2004
GA 06/01/2004 5.75 SELECT
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0566989307 $365,600.00 $2,221.43 PURCHASE
39047 05/11/2004 $365,600.00 06/01/2004
MS 07/01/2004 6.125 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0567001201 $668,100.00 $3,845.97 PURCHASE
98116 05/06/2004 $668,100.00 06/01/2004
WA 07/01/2004 5.625 SELECT
75.11 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0567128103 $699,930.00 $4,481.73 PURCHASE
77479 04/28/2004 $699,312.47 05/01/2004
TX 06/01/2004 6.625 STANDARD
70 PUD-DETACHED PRIMARY RESIDENCE N
0567233903 $355,725.00 $2,104.25 REFINANCE
77057 05/07/2004 $355,725.00 06/01/2004
TX 07/01/2004 5.875 STANDARD
73.35 PUD-DETACHED PRIMARY RESIDENCE N
0567396502 $125,600.00 $753.04 PURCHASE
45387 04/30/2004 $125,474.96 05/01/2004
OH 06/01/2004 6 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0567733803 $384,000.00 $2,271.51 PURCHASE
54828 05/14/2004 $384,000.00 06/01/2004
WI 07/01/2004 5.875 SELECT
80 SINGLE FAMILY- SECOND HOME N
0600603186 $392,000.00 $2,287.61 REFINANCE
01844 04/30/2004 $391,590.72 05/01/2004
MA 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600616525 $548,000.00 $3,111.48 REFINANCE
02482 04/21/2004 $547,400.19 05/01/2004
MA 06/01/2004 5.5 STANDARD
49.82 SINGLE FAMILY- PRIMARY RESIDENCE N
0600782494 $375,000.00 $2,129.21 REFINANCE
90277 04/06/2004 $374,589.54 05/01/2004
CA 06/01/2004 5.5 STANDARD
51.72 SINGLE FAMILY- PRIMARY RESIDENCE N
0600867160 $540,000.00 $3,108.55 PURCHASE
92657 04/01/2004 $539,422.70 05/01/2004
CA 06/01/2004 5.625 STANDARD
79.84 CONDOMINIUM- SECOND HOME N
0600888001 $399,000.00 $2,456.71 REFINANCE
90043 02/06/2004 $397,858.32 05/01/2004
CA 04/01/2004 6.25 STANDARD
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0600893150 $400,000.00 $2,271.16 REFINANCE
60091 04/07/2004 $399,562.17 05/01/2004
IL 06/01/2004 5.5 STANDARD
67.8 SINGLE FAMILY- PRIMARY RESIDENCE N
0600897299 $520,000.00 $2,993.41 REFINANCE
53150 04/26/2004 $519,444.09 05/01/2004
WI 06/01/2004 5.625 STANDARD
76.47 SINGLE FAMILY- PRIMARY RESIDENCE N
0600900631 $535,000.00 $3,122.11 PURCHASE
08226 03/31/2004 $532,373.00 05/01/2004
NJ 05/01/2004 5.75 STANDARD
49.58 SINGLE FAMILY- SECOND HOME N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600910163 $410,000.00 $2,327.93 REFINANCE
93401 02/01/2004 $405,486.81 05/01/2004
CA 04/01/2004 5.5 STANDARD
74.55 SINGLE FAMILY- PRIMARY RESIDENCE N
0600910499 $422,500.00 $2,398.91 PURCHASE
08736 01/14/2004 $420,637.44 05/01/2004
NJ 03/01/2004 5.5 STANDARD
73.8 SINGLE FAMILY- PRIMARY RESIDENCE N
0600914144 $400,000.00 $2,271.16 REFINANCE
01960 03/31/2004 $399,122.34 05/01/2004
MA 05/01/2004 5.5 STANDARD
89.89 SINGLE FAMILY- PRIMARY RESIDENCE N
0600921522 $384,800.00 $2,095.19 REFINANCE
02368 03/26/2004 $383,894.53 05/01/2004
MA 05/01/2004 5.125 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600929325 $386,000.00 $2,252.60 REFINANCE
08824 03/24/2004 $385,192.03 05/01/2004
NJ 05/01/2004 5.75 STANDARD
70.18 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $730,000.00 $4,260.08 REFINANCE
02837 05/04/2004 $729,237.84 05/01/2004
RI 06/01/2004 5.75 STANDARD
35.84 SINGLE FAMILY- SECOND HOME N
0000000000 $480,000.00 $2,801.15 PURCHASE
19382 03/22/2004 $478,995.30 05/01/2004
PA 05/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600934723 $470,500.00 $2,745.71 REFINANCE
85028 03/03/2004 $469,314.23 05/01/2004
AZ 05/01/2004 5.75 STANDARD
68.69 PUD-DETACHED PRIMARY RESIDENCE N
0600937167 $395,000.00 $2,305.11 PURCHASE
20198 03/05/2004 $394,173.22 05/01/2004
VA 05/01/2004 5.75 STANDARD
50.61 PUD-DETACHED PRIMARY RESIDENCE N
0600939547 $499,100.00 $2,952.36 REFINANCE
53029 04/21/2004 $498,591.15 05/01/2004
WI 06/01/2004 5.875 STANDARD
38.1 SINGLE FAMILY- PRIMARY RESIDENCE N
0600939812 $412,000.00 $2,437.14 PURCHASE
08212 04/02/2004 $411,157.83 05/01/2004
NJ 05/01/2004 5.875 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0600940421 $596,000.00 $3,430.91 REFINANCE
06831 04/12/2004 $595,362.84 05/01/2004
CT 06/01/2004 5.625 STATED INCOME
44.15 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600940923 $376,000.00 $2,224.18 PURCHASE
02054 04/28/2004 $375,616.65 05/01/2004
MA 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $383,200.00 $2,236.26 PURCHASE
01908 04/02/2004 $382,799.91 05/01/2004
MA 06/01/2004 5.75 STANDARD
72.3 SINGLE FAMILY- PRIMARY RESIDENCE N
0600941475 $750,000.00 $4,436.53 REFINANCE
02458 04/30/2004 $749,235.35 05/01/2004
MA 06/01/2004 5.875 STANDARD
68.18 SINGLE FAMILY- PRIMARY RESIDENCE N
0600942473 $391,000.00 $2,312.91 REFINANCE
20905 03/29/2004 $390,200.77 05/01/2004
MD 05/01/2004 5.875 STANDARD
87.87 SINGLE FAMILY- PRIMARY RESIDENCE N
0600943307 $500,000.00 $2,917.86 REFINANCE
21037 04/08/2004 $499,477.97 05/01/2004
MD 06/01/2004 5.75 STANDARD
60.61 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $365,000.00 $2,159.11 REFINANCE
21029 04/02/2004 $364,253.92 05/01/2004
MD 05/01/2004 5.875 STANDARD
51.41 SINGLE FAMILY- PRIMARY RESIDENCE N
0600943730 $459,000.00 $2,642.27 REFINANCE
27513 04/23/2004 $458,509.29 05/01/2004
NC 06/01/2004 5.625 STANDARD
67.5 PUD-DETACHED PRIMARY RESIDENCE N
0600943784 $533,000.00 $3,110.44 PURCHASE
55439 04/30/2004 $532,443.52 05/01/2004
MN 06/01/2004 5.75 STANDARD
79.99 SINGLE FAMILY- PRIMARY RESIDENCE N
0600944277 $474,000.00 $2,691.32 REFINANCE
60306 04/07/2004 $473,481.18 05/01/2004
IL 06/01/2004 5.5 STANDARD
47.4 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $600,000.00 $3,406.73 REFINANCE
20854 04/01/2004 $599,343.27 05/01/2004
MD 06/01/2004 5.5 STANDARD
65.86 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $485,000.00 $2,753.78 REFINANCE
02633 05/04/2004 $484,469.14 05/01/2004
MA 06/01/2004 5.5 STANDARD
38.8 SINGLE FAMILY- SECOND HOME N
0000000000 $365,999.95 $2,165.03 REFINANCE
98274 04/01/2004 $365,242.84 05/01/2004
WA 05/01/2004 5.875 STANDARD
91.5 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600944713 $371,000.00 $2,106.50 REFINANCE
46055 03/30/2004 $370,185.98 05/01/2004
IN 05/01/2004 5.5 STANDARD
74.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0600945099 $393,000.00 $2,262.33 REFINANCE
60187 04/29/2004 $392,579.86 05/01/2004
IL 06/01/2004 5.625 STANDARD
60.46 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $429,500.00 $2,438.65 REFINANCE
01776 04/13/2004 $429,029.89 05/01/2004
MA 06/01/2004 5.5 STANDARD
47.04 SINGLE FAMILY- PRIMARY RESIDENCE N
0600946330 $567,650.00 $3,267.71 REFINANCE
92649 04/19/2004 $567,043.15 05/01/2004
CA 06/01/2004 5.625 STANDARD
65.25 SINGLE FAMILY- PRIMARY RESIDENCE N
0600946338 $400,000.00 $2,271.16 REFINANCE
60190 04/14/2004 $399,562.17 05/01/2004
IL 06/01/2004 5.5 STANDARD
74.07 PUD-DETACHED PRIMARY RESIDENCE N
0600946451 $698,000.00 $4,018.08 REFINANCE
96734 04/15/2004 $697,253.80 05/01/2004
HI 06/01/2004 5.625 STREAMLINE
75.62 SINGLE FAMILY- PRIMARY RESIDENCE N
0600946694 $450,000.00 $2,590.45 REFINANCE
33181 04/21/2004 $449,518.93 05/01/2004
FL 06/01/2004 5.625 STANDARD
53.57 SINGLE FAMILY- PRIMARY RESIDENCE N
0600947179 $480,000.00 $2,687.86 REFINANCE
20815 03/31/2004 $478,921.87 05/01/2004
MD 05/01/2004 5.375 STANDARD
53.33 SINGLE FAMILY- PRIMARY RESIDENCE N
0600947265 $442,000.00 $2,509.63 REFINANCE
01810 04/07/2004 $441,516.20 05/01/2004
MA 06/01/2004 5.5 STANDARD
52.62 SINGLE FAMILY- PRIMARY RESIDENCE N
0600947336 $360,000.00 $2,044.04 REFINANCE
60093 04/14/2004 $359,605.96 05/01/2004
IL 06/01/2004 5.5 STREAMLINE
69 SINGLE FAMILY- PRIMARY RESIDENCE N
0600947392 $460,000.00 $2,648.02 REFINANCE
01940 04/22/2004 $459,508.23 05/01/2004
MA 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600947484 $650,000.00 $3,741.77 REFINANCE
02865 03/12/2004 $648,606.96 05/01/2004
RI 05/01/2004 5.625 STANDARD
68.42 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600947660 $374,000.00 $2,123.53 REFINANCE
03054 04/07/2004 $373,590.64 06/01/2004
NH 06/01/2004 5.5 STANDARD
78.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0600947733 $642,500.00 $3,648.04 REFINANCE
60093 04/19/2004 $641,796.75 05/01/2004
IL 06/01/2004 5.5 STANDARD
34.73 SINGLE FAMILY- PRIMARY RESIDENCE N
0600947924 $371,920.00 $2,111.73 PURCHASE
32937 03/23/2004 $371,103.94 05/01/2004
FL 05/01/2004 5.5 STANDARD
80 CONDOMINIUM- PRIMARY RESIDENCE N
0600947969 $417,900.00 $2,340.12 REFINANCE
02056 04/12/2004 $417,431.72 05/01/2004
MA 06/01/2004 5.375 STANDARD
78.7 SINGLE FAMILY- PRIMARY RESIDENCE N
0600948220 $402,000.00 $2,345.96 REFINANCE
01545 04/16/2004 $401,580.29 05/01/2004
MA 06/01/2004 5.75 STANDARD
68.72 SINGLE FAMILY- PRIMARY RESIDENCE N
0600948365 $390,000.00 $2,214.38 REFINANCE
22153 04/21/2004 $389,573.12 05/01/2004
VA 06/01/2004 5.5 STANDARD
60 SINGLE FAMILY- PRIMARY RESIDENCE N
0600948367 $472,100.00 $2,680.53 REFINANCE
60614 04/13/2004 $471,583.26 05/01/2004
IL 06/01/2004 5.5 STANDARD
62.12 SINGLE FAMILY- PRIMARY RESIDENCE N
0600948483 $600,000.00 $3,406.73 REFINANCE
02481 04/29/2004 $599,343.27 05/01/2004
MA 06/01/2004 5.5 STANDARD
48 SINGLE FAMILY- PRIMARY RESIDENCE N
0600948636 $425,000.00 $2,446.54 REFINANCE
06092 04/29/2004 $424,545.65 05/01/2004
CT 06/01/2004 5.625 STANDARD
47.22 SINGLE FAMILY- PRIMARY RESIDENCE N
0600948941 $439,900.00 $2,497.70 REFINANCE
60062 04/20/2004 $439,418.51 05/01/2004
IL 06/01/2004 5.5 STANDARD
58.65 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949077 $370,000.00 $2,100.82 REFINANCE
92887 04/02/2004 $369,595.01 05/01/2004
CA 06/01/2004 5.5 STANDARD
46.25 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949177 $400,000.00 $2,271.16 REFINANCE
60564 04/02/2004 $399,122.34 05/01/2004
IL 05/01/2004 5.5 STANDARD
71.43 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600949292 $427,000.00 $2,424.46 REFINANCE
02458 04/16/2004 $426,532.62 05/01/2004
MA 06/01/2004 5.5 STANDARD
34.16 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949298 $643,000.00 $3,701.48 REFINANCE
33140 04/07/2004 $642,312.58 05/01/2004
FL 06/01/2004 5.625 STREAMLINE
65 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949304 $471,000.00 $2,674.29 REFINANCE
02129 04/28/2004 $470,484.46 05/01/2004
MA 06/01/2004 5.5 STANDARD
47.1 CONDOMINIUM- PRIMARY RESIDENCE N
0000000000 $623,200.00 $3,489.74 REFINANCE
60010 04/12/2004 $622,501.68 05/01/2004
IL 06/01/2004 5.375 STANDARD
77.9 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949427 $497,000.00 $2,821.91 REFINANCE
60045 04/19/2004 $496,456.01 05/01/2004
IL 06/01/2004 5.5 STANDARD
49.7 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949603 $499,999.00 $2,838.94 REFINANCE
21087 04/29/2004 $499,451.72 05/01/2004
MD 06/01/2004 5.5 STANDARD
78.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949631 $693,000.00 $3,934.78 REFINANCE
60010 04/30/2004 $692,241.47 05/01/2004
IL 06/01/2004 5.5 STANDARD
53.51 SINGLE FAMILY- PRIMARY RESIDENCE N
0600949760 $436,000.00 $2,509.86 REFINANCE
20850 04/19/2004 $435,533.89 05/01/2004
MD 06/01/2004 5.625 STANDARD
80 PUD-ATTACHED PRIMARY RESIDENCE N
0600949816 $457,000.00 $2,630.75 REFINANCE
01519 04/29/2004 $456,511.44 05/01/2004
MA 06/01/2004 5.625 STANDARD
79.34 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950138 $500,000.00 $2,878.28 PURCHASE
95472 04/21/2004 $499,465.47 05/01/2004
CA 06/01/2004 5.625 STANDARD
46.51 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950160 $400,000.00 $2,271.16 PURCHASE
22511 04/02/2004 $399,562.17 05/01/2004
VA 06/01/2004 5.5 STANDARD
48.19 SINGLE FAMILY- SECOND HOME N
0000000000 $425,000.00 $2,413.10 REFINANCE
02043 04/14/2004 $424,534.82 05/01/2004
MA 06/01/2004 5.5 STANDARD
46.35 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600950219 $415,000.00 $2,356.32 REFINANCE
60062 04/16/2004 $414,545.76 05/01/2004
IL 06/01/2004 5.5 STANDARD
69.17 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950226 $422,000.00 $2,396.07 REFINANCE
01845 04/08/2004 $421,538.10 05/01/2004
MA 06/01/2004 5.5 STANDARD
71.16 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $380,000.00 $2,187.49 REFINANCE
60173 04/19/2004 $379,593.76 05/01/2004
IL 06/01/2004 5.625 STANDARD
79.83 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950266 $372,200.00 $2,113.31 REFINANCE
60201 04/08/2004 $371,792.61 05/01/2004
IL 06/01/2004 5.5 STANDARD
77.54 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950283 $585,000.00 $3,275.83 REFINANCE
60047 04/12/2004 $584,344.48 05/01/2004
IL 06/01/2004 5.375 STANDARD
73.13 PUD-DETACHED PRIMARY RESIDENCE N
0600950367 $485,000.00 $2,753.78 PURCHASE
60068 04/30/2004 $484,469.14 05/01/2004
IL 06/01/2004 5.5 STANDARD
71.85 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950455 $375,000.00 $2,129.21 REFINANCE
02359 04/23/2004 $374,589.54 05/01/2004
MA 06/01/2004 5.5 STANDARD
70.09 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950518 $415,000.00 $2,388.97 REFINANCE
60048 04/22/2004 $414,556.34 05/01/2004
IL 06/01/2004 5.625 STANDARD
74.11 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950542 $540,000.00 $3,066.06 REFINANCE
60068 04/23/2004 $539,408.94 05/01/2004
IL 06/01/2004 5.5 STREAMLINE
73.47 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950609 $498,000.00 $2,827.59 REFINANCE
60035 04/14/2004 $497,454.91 05/01/2004
IL 06/01/2004 5.5 STANDARD
55.96 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950610 $422,000.00 $2,396.07 REFINANCE
60067 04/19/2004 $421,538.10 05/01/2004
IL 06/01/2004 5.5 STREAMLINE
65.63 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950621 $700,000.00 $4,029.59 PURCHASE
06897 04/29/2004 $699,251.66 05/01/2004
CT 06/01/2004 5.625 STANDARD
76.92 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600950644 $341,000.00 $1,936.16 REFINANCE
21401 03/31/2004 $340,626.76 06/01/2004
MD 06/01/2004 5.5 STANDARD
35.23 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950688 $565,000.00 $3,163.84 REFINANCE
02116 04/01/2004 $563,730.94 05/01/2004
MA 05/01/2004 5.375 STANDARD
38.18 CONDOMINIUM- PRIMARY RESIDENCE N
0000000000 $650,000.00 $3,690.63 PURCHASE
01748 04/09/2004 $649,288.54 05/01/2004
MA 06/01/2004 5.5 STANDARD
73.86 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950693 $500,000.00 $2,838.95 REFINANCE
60202 04/19/2004 $499,452.72 05/01/2004
IL 06/01/2004 5.5 STANDARD
54.05 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950706 $350,000.00 $1,987.26 REFINANCE
60004 04/07/2004 $349,616.91 05/01/2004
IL 06/01/2004 5.5 STANDARD
73.68 PUD-DETACHED PRIMARY RESIDENCE N
0600950740 $566,000.00 $3,213.69 REFINANCE
60564 04/23/2004 $565,380.48 05/01/2004
IL 06/01/2004 5.5 STANDARD
56.88 PUD-DETACHED PRIMARY RESIDENCE N
0600950773 $794,500.00 $4,699.77 REFINANCE
80433 04/16/2004 $793,689.97 05/01/2004
CO 06/01/2004 5.875 STANDARD
61.12 PUD-DETACHED SECOND HOME N
0600950789 $390,000.00 $2,401.30 REFINANCE
07932 03/26/2004 $389,257.97 05/01/2004
NJ 05/01/2004 6.25 STANDARD
76.47 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950898 $488,000.00 $2,770.81 PURCHASE
06019 04/08/2004 $486,929.27 05/01/2004
CT 05/01/2004 5.5 STANDARD
77.24 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $380,000.00 $2,187.49 REFINANCE
90277 04/12/2004 $379,593.76 05/01/2004
CA 06/01/2004 5.625 STANDARD
40.43 SINGLE FAMILY- PRIMARY RESIDENCE N
0600950937 $424,000.00 $2,374.28 REFINANCE
91387 03/31/2004 $423,047.65 05/01/2004
CA 05/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951017 $517,000.00 $2,935.47 REFINANCE
21738 03/30/2004 $516,434.11 05/01/2004
MD 06/01/2004 5.5 STANDARD
64.63 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600951042 $650,000.00 $3,690.63 REFINANCE
91302 04/05/2004 $649,288.54 05/01/2004
CA 06/01/2004 5.5 STANDARD
40 PUD-DETACHED PRIMARY RESIDENCE N
0600951057 $565,000.00 $3,208.01 REFINANCE
91208 04/22/2004 $564,381.57 05/01/2004
CA 06/01/2004 5.5 STANDARD
68.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951078 $373,000.00 $2,117.85 REFINANCE
60035 04/06/2004 $372,591.73 05/01/2004
IL 06/01/2004 5.5 STANDARD
47.52 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951163 $473,300.00 $2,650.34 REFINANCE
07928 03/27/2004 $471,997.81 05/01/2004
NJ 05/01/2004 5.375 STANDARD
49.05 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951173 $479,990.00 $2,725.33 PURCHASE
20176 04/23/2004 $479,464.62 05/01/2004
VA 06/01/2004 5.5 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0600951179 $466,500.00 $2,648.74 REFINANCE
04107 04/09/2004 $465,989.39 05/01/2004
ME 06/01/2004 5.5 STANDARD
68.6 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951183 $389,000.00 $2,208.70 REFINANCE
01569 04/16/2004 $388,574.22 05/01/2004
MA 06/01/2004 5.5 STANDARD
79.88 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951187 $616,000.00 $3,497.58 REFINANCE
02465 04/30/2004 $616,000.00 06/01/2004
MA 07/01/2004 5.5 STANDARD
65.81 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951328 $595,000.00 $3,378.34 REFINANCE
06405 05/05/2004 $595,000.00 06/01/2004
CT 07/01/2004 5.5 STANDARD
78.29 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $448,000.00 $2,543.69 REFINANCE
01949 04/12/2004 $447,509.64 05/01/2004
MA 06/01/2004 5.5 STANDARD
73.44 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951351 $393,700.00 $2,235.39 REFINANCE
60126 03/29/2004 $393,269.07 05/01/2004
IL 06/01/2004 5.5 STANDARD
57.47 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951364 $452,000.00 $2,566.41 REFINANCE
02446 04/21/2004 $451,505.26 05/01/2004
MA 06/01/2004 5.5 STANDARD
79.3 CONDOMINIUM- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600951393 $440,000.00 $2,498.27 PURCHASE
08540 04/14/2004 $439,518.40 05/01/2004
NJ 06/01/2004 5.5 STANDARD
88 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951478 $497,000.00 $2,821.91 REFINANCE
02445 04/16/2004 $496,456.01 05/01/2004
MA 06/01/2004 5.5 STANDARD
54.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951556 $402,200.00 $2,283.65 REFINANCE
60423 04/23/2004 $401,759.77 05/01/2004
IL 06/01/2004 5.5 STANDARD
77.35 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951628 $359,000.00 $2,066.61 REFINANCE
60015 04/05/2004 $358,230.60 05/01/2004
IL 05/01/2004 5.625 STANDARD
78.04 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951631 $625,000.00 $3,548.68 REFINANCE
02459 04/02/2004 $623,628.67 05/01/2004
MA 05/01/2004 5.5 STREAMLINE
72.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951668 $399,900.00 $2,239.32 PURCHASE
60614 03/16/2004 $399,001.79 05/01/2004
IL 05/01/2004 5.375 STANDARD
80 CONDOMINIUM- PRIMARY RESIDENCE N
0600951729 $360,000.00 $2,044.04 REFINANCE
60013 04/21/2004 $359,605.96 05/01/2004
IL 06/01/2004 5.5 STANDARD
67.29 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $414,000.00 $2,350.65 REFINANCE
87111 03/24/2004 $412,927.91 05/01/2004
NM 05/01/2004 5.5 STANDARD
69 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951795 $625,000.00 $3,597.85 REFINANCE
01773 05/03/2004 $625,000.00 06/01/2004
MA 07/01/2004 5.625 STANDARD
62.5 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951799 $404,000.00 $2,293.87 REFINANCE
60010 04/09/2004 $403,557.80 05/01/2004
IL 06/01/2004 5.5 STANDARD
53.16 PUD-DETACHED PRIMARY RESIDENCE N
0600951812 $455,000.00 $2,583.44 REFINANCE
01748 04/14/2004 $454,501.98 05/01/2004
MA 06/01/2004 5.5 STANDARD
57.59 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951819 $525,000.00 $3,022.20 REFINANCE
02043 04/30/2004 $524,438.74 05/01/2004
MA 06/01/2004 5.625 STANDARD
69.81 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0000000000 $576,000.00 $3,225.43 REFINANCE
07458 03/25/2004 $574,706.25 05/01/2004
NJ 05/01/2004 5.375 STANDARD
74.32 PUD-DETACHED PRIMARY RESIDENCE N
0600951838 $488,000.00 $2,770.81 REFINANCE
60641 04/09/2004 $487,465.86 05/01/2004
IL 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600951860 $478,000.00 $2,714.03 REFINANCE
60625 04/09/2004 $477,476.80 05/01/2004
IL 06/01/2004 5.5 STANDARD
79.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952007 $425,000.00 $2,413.10 REFINANCE
03082 04/16/2004 $424,534.82 05/01/2004
NH 06/01/2004 5.5 STANDARD
77.27 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952042 $470,000.00 $2,668.61 REFINANCE
48236 04/03/2004 $469,485.56 05/01/2004
MI 06/01/2004 5.5 STANDARD
62.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952052 $450,000.00 $2,555.05 REFINANCE
60657 04/02/2004 $449,507.45 05/01/2004
IL 06/01/2004 5.5 STANDARD
68.18 CONDOMINIUM- PRIMARY RESIDENCE N
0600952053 $423,000.00 $2,401.75 REFINANCE
02146 04/02/2004 $417,514.08 05/01/2004
MA 06/01/2004 5.5 STANDARD
69.57 CONDOMINIUM- PRIMARY RESIDENCE N
0600952063 $550,000.00 $3,166.11 REFINANCE
21093 03/26/2004 $548,821.28 05/01/2004
MD 05/01/2004 5.625 STANDARD
42.31 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952066 $397,500.00 $2,319.70 REFINANCE
60610 04/12/2004 $397,084.99 05/01/2004
IL 06/01/2004 5.75 STANDARD
77.94 PUD-ATTACHED PRIMARY RESIDENCE N
0600952071 $386,000.00 $2,222.03 REFINANCE
02360 04/08/2004 $385,587.35 05/01/2004
MA 06/01/2004 5.625 STANDARD
69.55 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952075 $443,800.00 $2,519.85 REFINANCE
60047 05/03/2004 $443,314.23 05/01/2004
IL 06/01/2004 5.5 STANDARD
72.75 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952104 $400,000.00 $2,177.95 REFINANCE
92869 04/14/2004 $399,530.38 05/01/2004
CA 06/01/2004 5.125 STANDARD
77.67 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600952190 $610,000.00 $3,463.51 REFINANCE
01741 04/21/2004 $609,332.32 05/01/2004
MA 06/01/2004 5.5 STANDARD
73.14 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952220 $425,000.00 $2,413.10 PURCHASE
02465 04/12/2004 $424,534.82 05/01/2004
MA 06/01/2004 5.5 STANDARD
68 CONDOMINIUM- PRIMARY RESIDENCE N
0600952258 $485,000.00 $2,753.78 REFINANCE
02467 04/08/2004 $484,469.14 05/01/2004
MA 06/01/2004 5.5 STANDARD
45.75 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $368,000.00 $2,089.46 REFINANCE
46060 04/16/2004 $367,597.21 05/01/2004
IN 06/01/2004 5.5 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0600952354 $358,500.00 $2,035.52 REFINANCE
53122 04/15/2004 $358,107.61 05/01/2004
WI 06/01/2004 5.5 STANDARD
46.26 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952432 $650,000.00 $3,741.77 REFINANCE
19087 04/05/2004 $649,305.11 05/01/2004
PA 06/01/2004 5.625 STANDARD
73.03 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952495 $385,000.00 $2,185.99 REFINANCE
60048 04/22/2004 $384,578.59 05/01/2004
IL 06/01/2004 5.5 STANDARD
75.49 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952547 $520,000.00 $2,993.42 REFINANCE
23452 04/19/2004 $519,444.08 05/01/2004
VA 06/01/2004 5.625 STANDARD
78.79 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952660 $350,000.00 $2,014.80 REFINANCE
90505 04/06/2004 $349,625.83 05/01/2004
CA 06/01/2004 5.625 STANDARD
59.83 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952701 $697,750.00 $3,961.75 REFINANCE
02465 04/23/2004 $696,986.27 05/01/2004
MA 06/01/2004 5.5 STANDARD
45.02 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952702 $425,000.00 $2,413.10 PURCHASE
94588 04/01/2004 $424,534.82 05/01/2004
CA 06/01/2004 5.5 STANDARD
55.19 PUD-DETACHED PRIMARY RESIDENCE N
0600952738 $970,000.00 $5,507.55 REFINANCE
60025 04/23/2004 $968,938.28 05/01/2004
IL 06/01/2004 5.5 STANDARD
55.43 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0000000000 $416,000.00 $2,362.00 REFINANCE
01938 04/21/2004 $415,544.67 05/01/2004
MA 06/01/2004 5.5 STANDARD
79.24 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952825 $500,000.00 $2,838.95 PURCHASE
02492 04/30/2004 $499,452.72 05/01/2004
MA 06/01/2004 5.5 STANDARD
45.45 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952869 $495,000.00 $2,810.56 REFINANCE
02043 04/16/2004 $494,458.19 05/01/2004
MA 06/01/2004 5.5 STANDARD
60.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952877 $465,000.00 $2,640.22 REFINANCE
94526 04/08/2004 $464,491.03 05/01/2004
CA 06/01/2004 5.5 STANDARD
52.96 PUD-DETACHED PRIMARY RESIDENCE N
0600952884 $639,700.00 $3,632.15 REFINANCE
90266 04/05/2004 $638,999.81 05/01/2004
CA 06/01/2004 5.5 STANDARD
50.17 SINGLE FAMILY- PRIMARY RESIDENCE N
0600952913 $598,000.00 $3,395.38 REFINANCE
02421 04/26/2004 $597,345.45 05/01/2004
MA 06/01/2004 5.5 STANDARD
69.53 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953009 $368,000.00 $2,118.42 PURCHASE
27104 04/13/2004 $367,606.58 05/01/2004
NC 06/01/2004 5.625 STANDARD
72.16 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953011 $550,000.00 $3,122.84 REFINANCE
85260 04/19/2004 $549,397.99 05/01/2004
AZ 06/01/2004 5.5 STANDARD
44 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953102 $350,000.00 $1,987.26 REFINANCE
02186 04/09/2004 $349,616.91 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
54.26 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953241 $396,000.00 $2,279.60 REFINANCE
01568 04/29/2004 $395,576.65 05/01/2004
MA 06/01/2004 5.625 STANDARD
62.86 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953284 $450,000.00 $2,555.05 REFINANCE
48367 04/07/2004 $449,507.45 05/01/2004
MI 06/01/2004 5.5 STANDARD
49.56 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $483,000.00 $2,742.42 REFINANCE
02043 04/16/2004 $482,471.33 05/01/2004
MA 06/01/2004 5.5 STANDARD
54.51 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600953353 $442,500.00 $2,512.47 REFINANCE
01532 04/15/2004 $442,015.66 05/01/2004
MA 06/01/2004 5.5 STANDARD
60.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953368 $455,000.00 $2,583.44 REFINANCE
06073 04/13/2004 $454,501.98 05/01/2004
CT 06/01/2004 5.5 STANDARD
67.41 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953373 $496,000.00 $2,816.23 REFINANCE
01940 04/13/2004 $495,457.10 05/01/2004
MA 06/01/2004 5.5 STANDARD
72.41 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $436,500.00 $2,478.40 REFINANCE
01949 04/16/2004 $436,022.23 05/01/2004
MA 06/01/2004 5.5 STANDARD
71.56 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953527 $476,250.00 $2,704.10 REFINANCE
08844 04/15/2004 $475,728.71 05/01/2004
NJ 06/01/2004 5.5 STANDARD
75 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953581 $348,000.00 $1,948.70 REFINANCE
93012 03/17/2004 $347,186.34 05/01/2004
CA 05/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953608 $650,000.00 $3,690.63 REFINANCE
02043 05/05/2004 $650,000.00 06/01/2004
MA 07/01/2004 5.5 STANDARD
59.14 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953611 $525,000.00 $2,980.89 REFINANCE
60608 04/23/2004 $524,425.36 05/01/2004
IL 06/01/2004 5.5 STANDARD
76.64 TOWNHOUSE- PRIMARY RESIDENCE N
0000000000 $399,000.00 $2,265.48 REFINANCE
06026 05/04/2004 $399,000.00 06/01/2004
CT 07/01/2004 5.5 STANDARD
79.8 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953621 $475,000.00 $2,697.00 REFINANCE
02420 04/21/2004 $474,480.08 06/01/2004
MA 06/01/2004 5.5 STANDARD
63.76 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953715 $625,000.00 $3,548.68 REFINANCE
02459 04/27/2004 $624,315.90 05/01/2004
MA 06/01/2004 5.5 STANDARD
40.98 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953725 $381,000.00 $2,163.28 REFINANCE
03909 04/21/2004 $380,582.97 05/01/2004
ME 06/01/2004 5.5 STANDARD
76.97 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600953843 $432,800.00 $2,457.39 PURCHASE
08520 03/29/2004 $431,850.39 05/01/2004
NJ 05/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953892 $440,000.00 $2,498.27 REFINANCE
01810 04/01/2004 $439,518.40 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
75.99 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953911 $363,000.00 $2,061.07 REFINANCE
60061 04/16/2004 $362,602.68 05/01/2004
IL 06/01/2004 5.5 STANDARD
64.82 SINGLE FAMILY- PRIMARY RESIDENCE N
0600953978 $581,370.00 $3,300.95 REFINANCE
60022 04/19/2004 $580,733.66 05/01/2004
IL 06/01/2004 5.5 STREAMLINE
68.4 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954020 $493,000.00 $2,760.66 REFINANCE
29902 04/01/2004 $492,447.57 05/01/2004
SC 06/01/2004 5.375 STANDARD
47.4 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954026 $348,000.00 $1,948.70 REFINANCE
07932 03/30/2004 $346,917.01 05/01/2004
NJ 05/01/2004 5.375 STANDARD
77.33 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954054 $377,000.00 $2,140.56 REFINANCE
60640 04/05/2004 $376,587.36 05/01/2004
IL 06/01/2004 5.5 STANDARD
59.84 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954119 $444,000.00 $2,520.98 REFINANCE
02184 03/30/2004 $443,025.81 05/01/2004
MA 05/01/2004 5.5 STREAMLINE
77.89 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954122 $435,000.00 $2,469.88 REFINANCE
60540 04/05/2004 $434,523.87 05/01/2004
IL 06/01/2004 5.5 STANDARD
71.31 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954136 $999,000.00 $5,594.11 PURCHASE
08403 04/12/2004 $997,880.58 05/01/2004
NJ 06/01/2004 5.375 STANDARD
62.44 SINGLE FAMILY- SECOND HOME N
0600954141 $500,000.00 $2,917.86 PURCHASE
04043 04/16/2004 $499,477.97 05/01/2004
ME 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0000000000 $451,000.00 $2,631.91 REFINANCE
90277 04/27/2004 $450,529.13 05/01/2004
CA 06/01/2004 5.75 STANDARD
64.43 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600954250 $655,000.00 $3,719.02 REFINANCE
02420 04/21/2004 $654,283.06 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
79.88 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954286 $384,000.00 $2,180.31 REFINANCE
55305 04/14/2004 $383,579.69 05/01/2004
MN 06/01/2004 5.5 STANDARD
65.64 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954357 $700,000.00 $3,974.52 PURCHASE
02445 04/20/2004 $699,233.81 06/01/2004
MA 06/01/2004 5.5 STANDARD
76.92 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954433 $530,000.00 $3,009.28 REFINANCE
02186 04/23/2004 $529,419.89 05/01/2004
MA 06/01/2004 5.5 STANDARD
60.23 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954443 $493,000.00 $2,799.20 REFINANCE
81657 04/26/2004 $492,460.38 05/01/2004
CO 06/01/2004 5.5 STANDARD
45.86 CONDOMINIUM- SECOND HOME N
0000000000 $490,000.00 $2,782.17 REFINANCE
02045 04/26/2004 $489,463.66 05/01/2004
MA 06/01/2004 5.5 STANDARD
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954492 $420,000.00 $2,484.46 REFINANCE
65714 05/03/2004 $419,571.79 05/01/2004
MO 06/01/2004 5.875 STANDARD
66.99 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954675 $600,000.00 $3,359.83 REFINANCE
80126 04/05/2004 $599,327.67 05/01/2004
CO 06/01/2004 5.375 STANDARD
53.72 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $500,000.00 $2,957.69 REFINANCE
60074 04/26/2004 $499,490.23 05/01/2004
IL 06/01/2004 5.875 STANDARD
62.11 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954774 $895,000.00 $5,222.98 REFINANCE
02481 04/29/2004 $894,065.56 05/01/2004
MA 06/01/2004 5.75 STANDARD
63.93 SINGLE FAMILY- PRIMARY RESIDENCE N
0600954934 $349,800.00 $1,986.13 REFINANCE
60047 04/13/2004 $349,417.12 05/01/2004
IL 06/01/2004 5.5 STANDARD
66.63 PUD-DETACHED PRIMARY RESIDENCE N
0600954955 $353,000.00 $2,004.30 REFINANCE
60625 03/30/2004 $352,225.47 05/01/2004
IL 05/01/2004 5.5 STANDARD
77.07 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600955000 $386,881.00 $2,196.67 REFINANCE
46236 04/10/2004 $386,457.53 05/01/2004
IN 06/01/2004 5.5 STANDARD
62.91 PUD-DETACHED PRIMARY RESIDENCE N
0600955010 $440,000.00 $2,532.89 PURCHASE
02882 04/23/2004 $439,529.61 05/01/2004
RI 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0600955074 $397,000.00 $2,254.12 REFINANCE
02131 04/19/2004 $396,565.46 05/01/2004
MA 06/01/2004 5.5 STANDARD
72.18 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955075 $489,500.00 $2,779.33 REFINANCE
48439 04/20/2004 $488,964.21 05/01/2004
MI 06/01/2004 5.5 STANDARD
42.57 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $395,000.00 $2,273.84 REFINANCE
01545 04/27/2004 $394,577.72 05/01/2004
MA 06/01/2004 5.625 STANDARD
47.59 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955115 $353,000.00 $2,004.30 REFINANCE
02906 04/20/2004 $352,613.62 05/01/2004
RI 06/01/2004 5.5 STANDARD
64.18 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955150 $543,400.00 $3,085.37 REFINANCE
48439 04/20/2004 $542,805.21 05/01/2004
MI 06/01/2004 5.5 STANDARD
51.75 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955155 $452,800.00 $2,570.95 REFINANCE
60510 04/02/2004 $452,304.38 05/01/2004
IL 06/01/2004 5.5 STANDARD
70.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955191 $360,000.00 $2,015.90 REFINANCE
22026 04/09/2004 $359,596.60 05/01/2004
VA 06/01/2004 5.375 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0600955223 $450,000.00 $2,590.45 REFINANCE
94112 04/28/2004 $449,518.93 05/01/2004
CA 06/01/2004 5.625 STANDARD
68.7 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955253 $391,000.00 $2,220.05 REFINANCE
60010 04/05/2004 $390,572.03 06/01/2004
IL 06/01/2004 5.5 STANDARD
39.1 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955287 $386,900.00 $2,196.78 REFINANCE
02155 04/15/2004 $386,476.51 05/01/2004
MA 06/01/2004 5.5 STANDARD
70.99 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600955353 $612,000.00 $3,474.87 PURCHASE
60093 04/16/2004 $611,330.13 05/01/2004
IL 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955437 $699,000.00 $3,968.85 REFINANCE
01742 05/03/2004 $699,000.00 06/01/2004
MA 07/01/2004 5.5 STANDARD
66.57 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955481 $529,000.00 $2,962.25 REFINANCE
02129 04/06/2004 $528,407.23 05/01/2004
MA 06/01/2004 5.375 STREAMLINE
46.81 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955571 $432,000.00 $2,521.03 REFINANCE
01921 04/12/2004 $431,548.97 06/01/2004
MA 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955581 $750,000.00 $4,258.42 REFINANCE
91011 04/22/2004 $749,179.08 05/01/2004
CA 06/01/2004 5.5 STANDARD
61.73 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955610 $372,000.00 $2,170.89 PURCHASE
28469 03/24/2004 $371,221.36 05/01/2004
NC 05/01/2004 5.75 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0600955705 $446,500.00 $2,500.27 REFINANCE
87544 04/07/2004 $445,999.68 05/01/2004
NM 06/01/2004 5.375 STANDARD
77.79 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $368,000.00 $2,089.46 REFINANCE
02180 04/23/2004 $367,597.21 05/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955804 $459,000.00 $2,534.61 REFINANCE
14534 04/06/2004 $458,473.52 05/01/2004
NY 06/01/2004 5.25 STANDARD
61.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0600955945 $672,000.00 $3,815.54 PURCHASE
02116 04/26/2004 $671,264.46 05/01/2004
MA 06/01/2004 5.5 STANDARD
80 CONDOMINIUM- PRIMARY RESIDENCE N
0600956015 $409,000.00 $2,322.26 REFINANCE
02481 04/09/2004 $408,552.32 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
54.53 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956019 $410,000.00 $2,327.93 REFINANCE
02067 04/27/2004 $409,551.24 05/01/2004
MA 06/01/2004 5.5 STANDARD
74.55 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600956043 $375,000.00 $2,129.21 REFINANCE
60302 04/05/2004 $374,589.54 05/01/2004
IL 06/01/2004 5.5 STANDARD
46.58 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956087 $1,000,000.00 $5,756.56 PURCHASE
60068 05/07/2004 $998,930.94 05/01/2004
IL 06/01/2004 5.625 STANDARD
62.5 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956273 $650,000.00 $3,589.33 PURCHASE
19333 04/29/2004 $649,254.42 05/01/2004
PA 06/01/2004 5.25 STANDARD
73.45 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956372 $555,000.00 $3,151.23 REFINANCE
02465 04/20/2004 $554,392.52 05/01/2004
MA 06/01/2004 5.5 STANDARD
38.01 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956401 $476,000.00 $2,702.68 REFINANCE
02493 04/21/2004 $475,478.99 05/01/2004
MA 06/01/2004 5.5 STANDARD
54.4 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956517 $700,000.00 $3,974.52 PURCHASE
55305 04/02/2004 $699,233.81 05/01/2004
MN 06/01/2004 5.5 STANDARD
78.21 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956740 $399,000.00 $2,328.46 REFINANCE
60563 04/20/2004 $398,583.42 05/01/2004
IL 06/01/2004 5.75 STANDARD
59.11 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956759 $430,000.00 $2,509.36 REFINANCE
92009 04/01/2004 $429,551.06 05/01/2004
CA 06/01/2004 5.75 STANDARD
50.59 PUD-DETACHED PRIMARY RESIDENCE N
0600956868 $428,000.00 $2,430.14 REFINANCE
60048 04/07/2004 $427,531.53 05/01/2004
IL 06/01/2004 5.5 STANDARD
57.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0600956939 $728,000.00 $4,190.78 REFINANCE
02492 04/21/2004 $727,221.72 05/01/2004
MA 06/01/2004 5.625 STANDARD
65 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957021 $385,000.00 $2,185.99 REFINANCE
60067 04/13/2004 $384,578.59 05/01/2004
IL 06/01/2004 5.5 STANDARD
64.17 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957192 $618,000.00 $3,508.94 REFINANCE
90077 04/15/2004 $617,323.56 05/01/2004
CA 06/01/2004 5.5 STANDARD
67.17 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600957252 $510,400.00 $2,898.00 REFINANCE
60025 04/09/2004 $509,841.33 05/01/2004
IL 06/01/2004 5.5 STANDARD
51.04 PUD-DETACHED PRIMARY RESIDENCE N
0600957299 $516,000.00 $2,929.79 REFINANCE
01742 04/28/2004 $515,435.21 05/01/2004
MA 06/01/2004 5.5 STANDARD
58.97 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $600,000.00 $3,453.94 REFINANCE
29732 04/14/2004 $599,358.56 05/01/2004
SC 06/01/2004 5.625 STREAMLINE
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957325 $126,000.00 $695.78 REFINANCE
02631 04/21/2004 $125,855.47 05/01/2004
MA 06/01/2004 5.25 STATED INCOME
45 CONDOMINIUM- PRIMARY RESIDENCE N
0600957366 $440,000.00 $2,498.27 REFINANCE
02492 04/07/2004 $439,518.40 05/01/2004
MA 06/01/2004 5.5 STANDARD
67.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957405 $360,000.00 $2,044.04 PURCHASE
46112 05/07/2004 $360,000.00 06/01/2004
IN 07/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957420 $609,000.00 $3,457.84 REFINANCE
06410 05/05/2004 $609,000.00 06/01/2004
CT 07/01/2004 5.5 STANDARD
60.9 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957553 $680,000.00 $3,754.99 REFINANCE
02667 04/23/2004 $679,220.01 05/01/2004
MA 06/01/2004 5.25 STANDARD
45.33 SINGLE FAMILY- SECOND HOME N
0600957554 $708,000.00 $3,909.60 REFINANCE
02481 04/23/2004 $707,187.90 05/01/2004
MA 06/01/2004 5.25 STANDARD
47.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957557 $508,000.00 $2,884.37 REFINANCE
19063 04/09/2004 $507,443.96 05/01/2004
PA 06/01/2004 5.5 STANDARD
79.38 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957578 $549,000.00 $3,160.35 PURCHASE
60002 04/29/2004 $548,413.09 06/01/2004
IL 06/01/2004 5.625 STANDARD
64.97 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957637 $350,000.00 $1,987.26 REFINANCE
22043 04/15/2004 $349,616.91 05/01/2004
VA 06/01/2004 5.5 STANDARD
60.03 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600957684 $499,000.00 $2,833.27 REFINANCE
01776 04/13/2004 $498,453.81 05/01/2004
MA 06/01/2004 5.5 STANDARD
70.28 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957888 $374,000.00 $2,123.53 REFINANCE
85737 04/02/2004 $373,590.64 05/01/2004
AZ 06/01/2004 5.5 STANDARD
74.06 SINGLE FAMILY- PRIMARY RESIDENCE N
0600957920 $630,000.00 $3,577.07 REFINANCE
81435 04/27/2004 $629,310.43 05/01/2004
CO 06/01/2004 5.5 STANDARD
75 CONDOMINIUM- SECOND HOME N
0600957949 $423,500.00 $2,404.59 REFINANCE
02494 04/22/2004 $423,036.45 05/01/2004
MA 06/01/2004 5.5 STANDARD
76.44 CONDOMINIUM- PRIMARY RESIDENCE N
0600958098 $375,000.00 $2,129.21 REFINANCE
02478 04/08/2004 $374,589.54 05/01/2004
MA 06/01/2004 5.5 STANDARD
52.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958204 $500,000.00 $2,838.95 REFINANCE
02139 04/14/2004 $499,452.72 05/01/2004
MA 06/01/2004 5.5 STANDARD
56.82 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958233 $565,000.00 $3,208.01 REFINANCE
60047 04/30/2004 $564,381.57 05/01/2004
IL 06/01/2004 5.5 STANDARD
79.58 PUD-DETACHED PRIMARY RESIDENCE N
0600958277 $411,000.00 $2,365.95 REFINANCE
60091 04/20/2004 $410,560.61 05/01/2004
IL 06/01/2004 5.625 STANDARD
48.3 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958297 $396,000.00 $2,217.49 PURCHASE
28216 03/23/2004 $395,110.53 05/01/2004
NC 05/01/2004 5.375 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0600958368 $445,000.00 $2,526.66 REFINANCE
01982 04/23/2004 $444,512.92 05/01/2004
MA 06/01/2004 5.5 STANDARD
60.54 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958369 $447,500.00 $2,505.87 REFINANCE
60047 04/01/2004 $446,998.56 06/01/2004
IL 06/01/2004 5.375 STANDARD
72.76 PUD-DETACHED PRIMARY RESIDENCE N
0600958400 $455,900.00 $2,588.55 PURCHASE
01701 04/12/2004 $455,400.99 06/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600958473 $522,000.00 $2,923.05 REFINANCE
01776 04/08/2004 $521,415.08 05/01/2004
MA 06/01/2004 5.375 STANDARD
48.56 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958519 $616,000.00 $3,497.58 REFINANCE
02459 04/20/2004 $615,325.75 05/01/2004
MA 06/01/2004 5.5 STANDARD
64.84 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958640 $564,000.00 $3,291.35 REFINANCE
60302 04/22/2004 $563,411.15 05/01/2004
IL 06/01/2004 5.75 STANDARD
73.63 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958656 $462,450.00 $2,625.74 REFINANCE
01886 04/30/2004 $461,943.82 05/01/2004
MA 06/01/2004 5.5 STANDARD
79.46 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958670 $625,000.00 $3,548.68 REFINANCE
02052 04/22/2004 $624,315.90 05/01/2004
MA 06/01/2004 5.5 STANDARD
55.31 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958737 $522,000.00 $2,963.86 REFINANCE
28036 04/13/2004 $521,428.64 05/01/2004
NC 06/01/2004 5.5 STANDARD
71.21 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958774 $354,000.00 $2,009.97 REFINANCE
60048 04/23/2004 $353,612.53 05/01/2004
IL 06/01/2004 5.5 STANDARD
64.36 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958812 $381,000.00 $2,163.28 REFINANCE
01880 04/21/2004 $380,582.97 05/01/2004
MA 06/01/2004 5.5 STANDARD
64.36 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958856 $400,000.00 $2,334.29 PURCHASE
19317 04/15/2004 $399,582.38 06/01/2004
PA 06/01/2004 5.75 STANDARD
78.43 SINGLE FAMILY- PRIMARY RESIDENCE N
0600958954 $502,500.00 $2,853.14 REFINANCE
01773 04/28/2004 $501,949.99 05/01/2004
MA 06/01/2004 5.5 STANDARD
67 SINGLE FAMILY- PRIMARY RESIDENCE N
0600959022 $633,000.00 $3,594.10 REFINANCE
02465 05/03/2004 $632,307.15 05/01/2004
MA 06/01/2004 5.5 STANDARD
53.02 SINGLE FAMILY- PRIMARY RESIDENCE N
0600959068 $390,000.00 $2,214.38 REFINANCE
02494 04/13/2004 $389,573.12 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
70.91 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600959100 $452,000.00 $2,566.41 REFINANCE
60015 04/23/2004 $451,505.26 05/01/2004
IL 06/01/2004 5.5 STANDARD
51.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0600959274 $388,000.00 $2,203.02 REFINANCE
55439 04/09/2004 $387,575.31 05/01/2004
MN 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600959418 $484,500.00 $2,750.94 REFINANCE
60558 04/21/2004 $483,969.69 05/01/2004
IL 06/01/2004 5.5 STANDARD
67.76 SINGLE FAMILY- PRIMARY RESIDENCE N
0600959624 $398,000.00 $2,291.11 REFINANCE
60630 04/15/2004 $397,574.52 05/01/2004
IL 06/01/2004 5.625 STANDARD
65.25 SINGLE FAMILY- PRIMARY RESIDENCE N
0600959766 $450,000.00 $2,555.06 REFINANCE
21015 04/07/2004 $449,507.44 05/01/2004
MD 06/01/2004 5.5 STANDARD
78.67 PUD-DETACHED PRIMARY RESIDENCE N
0600959794 $395,700.00 $2,246.74 REFINANCE
66224 04/06/2004 $395,266.89 05/01/2004
KS 06/01/2004 5.5 STANDARD
68.22 PUD-DETACHED PRIMARY RESIDENCE N
0600959815 $465,000.00 $2,787.91 PURCHASE
55045 04/15/2004 $464,537.09 05/01/2004
MN 06/01/2004 6 STANDARD
79.49 SINGLE FAMILY- PRIMARY RESIDENCE N
0600959861 $535,000.00 $3,037.67 PURCHASE
60175 04/14/2004 $534,414.41 05/01/2004
IL 06/01/2004 5.5 STANDARD
74.32 PUD-DETACHED PRIMARY RESIDENCE N
0600959897 $447,500.00 $2,540.86 REFINANCE
60119 04/19/2004 $447,010.18 05/01/2004
IL 06/01/2004 5.5 STANDARD
67.29 SINGLE FAMILY- PRIMARY RESIDENCE N
0600960289 $361,500.00 $2,052.56 REFINANCE
02021 05/06/2004 $361,500.00 06/01/2004
MA 07/01/2004 5.5 STANDARD
66.7 SINGLE FAMILY- PRIMARY RESIDENCE N
0600960441 $382,000.00 $2,199.01 REFINANCE
60175 04/09/2004 $381,591.62 05/01/2004
IL 06/01/2004 5.625 STANDARD
64.75 PUD-DETACHED PRIMARY RESIDENCE N
0600960453 $693,000.00 $3,934.78 PURCHASE
02467 04/28/2004 $692,241.47 05/01/2004
MA 06/01/2004 5.5 STANDARD
65.08 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600960483 $850,000.00 $4,893.08 REFINANCE
02493 04/26/2004 $849,091.30 05/01/2004
MA 06/01/2004 5.625 STANDARD
69.11 SINGLE FAMILY- PRIMARY RESIDENCE N
0600960665 $528,000.00 $3,039.47 PURCHASE
02631 05/07/2004 $527,435.53 05/01/2004
MA 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0600960735 $625,000.00 $3,597.85 REFINANCE
81632 04/15/2004 $624,331.84 05/01/2004
CO 06/01/2004 5.625 STANDARD
74.85 CONDOMINIUM- SECOND HOME N
0600960737 $358,150.00 $2,033.54 REFINANCE
60467 04/08/2004 $357,757.98 05/01/2004
IL 06/01/2004 5.5 STANDARD
72.35 SINGLE FAMILY- PRIMARY RESIDENCE N
0600960991 $395,000.00 $2,242.77 REFINANCE
03768 04/20/2004 $394,567.65 05/01/2004
NH 06/01/2004 5.5 STANDARD
50.64 SINGLE FAMILY- PRIMARY RESIDENCE N
0600960993 $386,500.00 $2,224.91 REFINANCE
02061 04/16/2004 $386,086.81 05/01/2004
MA 06/01/2004 5.625 STANDARD
73.62 SINGLE FAMILY- PRIMARY RESIDENCE N
0600960998 $420,000.00 $2,384.71 REFINANCE
94531 04/16/2004 $419,540.29 05/01/2004
CA 06/01/2004 5.5 STANDARD
77.06 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $500,000.00 $2,838.95 REFINANCE
27106 04/12/2004 $499,452.72 05/01/2004
NC 06/01/2004 5.5 STANDARD
60.31 CONDOMINIUM- PRIMARY RESIDENCE N
0600961279 $525,000.00 $2,980.89 REFINANCE
02420 04/27/2004 $524,425.36 05/01/2004
MA 06/01/2004 5.5 STANDARD
40.38 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961289 $450,000.00 $2,555.05 REFINANCE
22307 04/08/2004 $449,507.45 05/01/2004
VA 06/01/2004 5.5 STANDARD
72.58 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961347 $370,000.00 $2,100.82 REFINANCE
01588 04/26/2004 $369,595.01 05/01/2004
MA 06/01/2004 5.5 STANDARD
67.89 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961397 $443,000.00 $2,515.31 REFINANCE
20009 04/09/2004 $442,515.11 05/01/2004
DC 06/01/2004 5.5 STANDARD
47.13 TOWNHOUSE- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600961522 $462,500.00 $2,626.02 REFINANCE
54914 04/12/2004 $461,993.77 05/01/2004
WI 06/01/2004 5.5 STANDARD
64.69 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961529 $386,000.00 $2,191.67 REFINANCE
45440 04/12/2004 $385,577.50 05/01/2004
OH 06/01/2004 5.5 STANDARD
76.59 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961679 $592,000.00 $3,315.03 REFINANCE
80220 04/07/2004 $591,336.64 06/01/2004
CO 06/01/2004 5.375 STANDARD
77.89 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961701 $352,000.00 $1,998.62 REFINANCE
80220 04/09/2004 $351,614.71 05/01/2004
CO 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961860 $443,700.00 $2,624.65 REFINANCE
90742 04/21/2004 $443,247.63 05/01/2004
CA 06/01/2004 5.875 STANDARD
64.3 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961873 $420,000.00 $2,384.71 REFINANCE
02461 04/30/2004 $419,540.29 05/01/2004
MA 06/01/2004 5.5 STANDARD
35.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961943 $333,800.00 $1,895.28 REFINANCE
46202 04/19/2004 $330,026.28 05/01/2004
IN 06/01/2004 5.5 STANDARD
72.1 SINGLE FAMILY- PRIMARY RESIDENCE N
0600961969 $475,000.00 $2,659.86 REFINANCE
27614 04/12/2004 $474,467.74 05/01/2004
NC 06/01/2004 5.375 STANDARD
76 PUD-DETACHED PRIMARY RESIDENCE N
0600961985 $424,000.00 $2,407.43 REFINANCE
22205 04/08/2004 $423,535.90 05/01/2004
VA 06/01/2004 5.5 STANDARD
45.11 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962006 $387,000.00 $2,227.79 REFINANCE
01742 04/12/2004 $386,586.27 05/01/2004
MA 06/01/2004 5.625 STANDARD
57.68 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962028 $482,000.00 $2,736.74 REFINANCE
01810 04/23/2004 $481,472.43 05/01/2004
MA 06/01/2004 5.5 STANDARD
66.48 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962046 $465,000.00 $2,640.22 REFINANCE
02143 04/22/2004 $464,491.03 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
66.43 CONDOMINIUM- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0000000000 $367,000.00 $2,083.79 REFINANCE
02054 04/14/2004 $366,598.29 05/01/2004
MA 06/01/2004 5.5 STANDARD
70.58 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $425,000.00 $2,446.54 REFINANCE
80220 04/08/2004 $424,545.65 05/01/2004
CO 06/01/2004 5.625 STANDARD
70.25 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962177 $399,500.00 $2,268.32 PURCHASE
40513 04/12/2004 $399,062.72 05/01/2004
KY 06/01/2004 5.5 STANDARD
79.98 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962199 $490,000.00 $2,782.17 REFINANCE
01867 04/12/2004 $489,463.66 05/01/2004
MA 06/01/2004 5.5 STANDARD
79.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962212 $378,000.00 $2,146.24 REFINANCE
94904 04/29/2004 $377,586.26 05/01/2004
CA 06/01/2004 5.5 STANDARD
45.54 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962321 $364,700.00 $2,070.73 REFINANCE
29926 04/19/2004 $364,300.81 05/01/2004
SC 06/01/2004 5.5 STANDARD
69.47 CONDOMINIUM- SECOND HOME N
0600962516 $647,000.00 $3,673.59 REFINANCE
55356 04/14/2004 $646,291.83 05/01/2004
MN 06/01/2004 5.5 STANDARD
64.7 PUD-DETACHED PRIMARY RESIDENCE N
0600962569 $450,000.00 $2,590.45 REFINANCE
01775 04/26/2004 $449,518.93 05/01/2004
MA 06/01/2004 5.625 STANDARD
75.5 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962576 $450,000.00 $2,484.92 REFINANCE
10803 04/09/2004 $449,483.83 05/01/2004
NY 06/01/2004 5.25 STANDARD
51.43 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962646 $567,200.00 $3,176.16 PURCHASE
66223 04/16/2004 $566,564.42 05/01/2004
KS 06/01/2004 5.375 STANDARD
79.99 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $495,500.00 $2,813.39 REFINANCE
60203 04/14/2004 $494,957.65 05/01/2004
IL 06/01/2004 5.5 STANDARD
69.3 SINGLE FAMILY- PRIMARY RESIDENCE N
0600962653 $451,450.00 $2,563.28 REFINANCE
60646 04/26/2004 $450,955.87 05/01/2004
IL 06/01/2004 5.5 STANDARD
75.24 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600962668 $474,300.00 $2,693.02 REFINANCE
80301 04/13/2004 $473,780.86 05/01/2004
CO 06/01/2004 5.5 STANDARD
76.5 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $600,000.00 $3,406.73 REFINANCE
02481 04/16/2004 $599,343.27 05/01/2004
MA 06/01/2004 5.5 STANDARD
62.83 SINGLE FAMILY- PRIMARY RESIDENCE N
0600963008 $460,000.00 $2,575.87 PURCHASE
29672 04/22/2004 $459,484.55 05/01/2004
SC 06/01/2004 5.375 STANDARD
69.7 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $595,000.00 $3,378.34 REFINANCE
02458 04/26/2004 $594,348.74 05/01/2004
MA 06/01/2004 5.5 STANDARD
44.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0600963195 $420,000.00 $2,384.71 REFINANCE
01772 04/24/2004 $419,540.29 05/01/2004
MA 06/01/2004 5.5 STANDARD
73.04 CONDOMINIUM- PRIMARY RESIDENCE N
0600963307 $372,000.00 $2,112.18 REFINANCE
60025 04/14/2004 $371,592.82 05/01/2004
IL 06/01/2004 5.5 STANDARD
62.52 SINGLE FAMILY- PRIMARY RESIDENCE N
0600963378 $420,000.00 $2,384.71 REFINANCE
01720 04/21/2004 $419,540.29 05/01/2004
MA 06/01/2004 5.5 STANDARD
72.41 SINGLE FAMILY- PRIMARY RESIDENCE N
0600963525 $383,000.00 $2,204.76 REFINANCE
01867 05/03/2004 $382,590.55 05/01/2004
MA 06/01/2004 5.625 STANDARD
63.83 SINGLE FAMILY- PRIMARY RESIDENCE N
0600963532 $496,528.00 $2,819.23 REFINANCE
20817 04/14/2004 $495,984.52 05/01/2004
MD 06/01/2004 5.5 STANDARD
30.18 PUD-DETACHED PRIMARY RESIDENCE N
0600963591 $560,000.00 $3,135.84 REFINANCE
27502 04/16/2004 $559,372.49 05/01/2004
NC 06/01/2004 5.375 STANDARD
60.22 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $510,000.00 $2,935.85 REFINANCE
92688 04/14/2004 $509,454.78 05/01/2004
CA 06/01/2004 5.625 STANDARD
68.92 PUD-DETACHED PRIMARY RESIDENCE N
0600963816 $696,000.00 $4,006.57 REFINANCE
29607 04/21/2004 $695,255.93 05/01/2004
SC 06/01/2004 5.625 STANDARD
77.33 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600963856 $392,000.00 $2,225.73 PURCHASE
02148 04/26/2004 $391,570.94 05/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600964115 $470,200.00 $2,669.74 REFINANCE
60074 04/16/2004 $469,685.34 05/01/2004
IL 06/01/2004 5.5 STANDARD
73.47 PUD-DETACHED PRIMARY RESIDENCE N
0600964198 $504,000.00 $2,861.66 REFINANCE
21742 04/12/2004 $503,448.34 05/01/2004
MD 06/01/2004 5.5 STANDARD
68.57 SINGLE FAMILY- PRIMARY RESIDENCE N
0600964532 $350,000.00 $2,070.38 REFINANCE
01826 04/20/2004 $349,643.16 05/01/2004
MA 06/01/2004 5.875 STANDARD
73.53 SINGLE FAMILY- PRIMARY RESIDENCE N
0600964747 $474,200.00 $2,692.46 REFINANCE
60607 04/20/2004 $473,680.96 05/01/2004
IL 06/01/2004 5.5 STANDARD
73.41 PUD-ATTACHED PRIMARY RESIDENCE N
0600964857 $430,000.00 $2,475.32 REFINANCE
01776 04/14/2004 $429,540.31 05/01/2004
MA 06/01/2004 5.625 STANDARD
45.15 SINGLE FAMILY- PRIMARY RESIDENCE N
0600964977 $750,000.00 $4,258.42 REFINANCE
60022 04/23/2004 $749,179.08 05/01/2004
IL 06/01/2004 5.5 STANDARD
68.18 SINGLE FAMILY- PRIMARY RESIDENCE N
0600965041 $425,000.00 $2,413.10 REFINANCE
02465 04/13/2004 $424,534.82 05/01/2004
MA 06/01/2004 5.5 STANDARD
62.96 SINGLE FAMILY- PRIMARY RESIDENCE N
0600965091 $340,000.00 $1,957.24 REFINANCE
21012 03/30/2004 $339,271.32 05/01/2004
MD 05/01/2004 5.625 STANDARD
75.56 SINGLE FAMILY- PRIMARY RESIDENCE N
0600965120 $428,000.00 $2,430.14 PURCHASE
02536 04/19/2004 $427,531.53 05/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0600965370 $601,450.00 $3,414.97 PURCHASE
46748 05/07/2004 $601,450.00 06/01/2004
IN 07/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600965484 $364,000.00 $2,066.75 PURCHASE
08260 04/29/2004 $363,601.58 05/01/2004
NJ 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- SECOND HOME N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0000000000 $348,000.00 $2,003.28 REFINANCE
49101 04/23/2004 $347,627.97 05/01/2004
MI 06/01/2004 5.625 STANDARD
79.09 SINGLE FAMILY- PRIMARY RESIDENCE N
0600965571 $452,500.00 $2,569.25 REFINANCE
20816 05/03/2004 $452,004.71 05/01/2004
MD 06/01/2004 5.5 STANDARD
65.11 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $588,650.00 $3,250.55 PURCHASE
27949 04/21/2004 $587,974.79 05/01/2004
NC 06/01/2004 5.25 STANDARD
74.99 PUD-DETACHED SECOND HOME N
0600965755 $450,000.00 $2,590.45 PURCHASE
06437 04/26/2004 $449,518.93 05/01/2004
CT 06/01/2004 5.625 STANDARD
70.75 SINGLE FAMILY- PRIMARY RESIDENCE N
0600965907 $565,000.00 $3,208.01 REFINANCE
01940 04/30/2004 $564,381.57 05/01/2004
MA 06/01/2004 5.5 STANDARD
76.35 SINGLE FAMILY- PRIMARY RESIDENCE N
0600965983 $448,000.00 $2,508.67 REFINANCE
60025 03/26/2004 $446,893.30 05/01/2004
IL 05/01/2004 5.375 STREAMLINE
68.92 SINGLE FAMILY- PRIMARY RESIDENCE N
0600966281 $367,000.00 $2,112.66 REFINANCE
60045 04/27/2004 $366,607.65 05/01/2004
IL 06/01/2004 5.625 STANDARD
56.46 PUD-ATTACHED PRIMARY RESIDENCE N
0600966301 $644,500.00 $3,659.40 REFINANCE
02146 04/29/2004 $643,794.56 05/01/2004
MA 06/01/2004 5.5 STANDARD
64.45 SINGLE FAMILY- PRIMARY RESIDENCE N
0600966361 $438,000.00 $2,486.92 REFINANCE
60203 04/13/2004 $437,520.58 05/01/2004
IL 06/01/2004 5.5 STANDARD
62.57 SINGLE FAMILY- PRIMARY RESIDENCE N
0600966493 $518,000.00 $2,981.90 REFINANCE
01773 04/29/2004 $517,446.23 05/01/2004
MA 06/01/2004 5.625 STANDARD
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0600966576 $580,000.00 $3,293.18 REFINANCE
02445 04/22/2004 $579,365.15 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
42.96 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $384,200.00 $2,181.45 REFINANCE
22201 04/21/2004 $383,779.47 05/01/2004
VA 06/01/2004 5.5 STANDARD
64.03 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600966723 $672,000.00 $3,868.41 REFINANCE
22207 04/22/2004 $671,281.59 05/01/2004
VA 06/01/2004 5.625 STANDARD
68.85 SINGLE FAMILY- PRIMARY RESIDENCE N
0600966793 $408,000.00 $2,348.68 PURCHASE
85020 04/15/2004 $407,563.82 05/01/2004
AZ 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600966898 $383,000.00 $2,174.63 REFINANCE
94062 05/03/2004 $382,580.79 05/01/2004
CA 06/01/2004 5.5 STANDARD
45.06 SINGLE FAMILY- PRIMARY RESIDENCE N
0600967002 $423,566.00 $2,404.96 REFINANCE
02921 04/19/2004 $423,102.38 05/01/2004
RI 06/01/2004 5.5 STANDARD
88.52 SINGLE FAMILY- PRIMARY RESIDENCE N
0600967007 $400,000.00 $2,271.16 REFINANCE
01915 04/17/2004 $399,562.17 05/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600967288 $400,000.00 $2,334.29 REFINANCE
02043 04/20/2004 $399,582.38 05/01/2004
MA 06/01/2004 5.75 STANDARD
65.68 SINGLE FAMILY- PRIMARY RESIDENCE N
0600967674 $611,500.00 $3,472.03 REFINANCE
60048 04/19/2004 $610,830.68 05/01/2004
IL 06/01/2004 5.5 STANDARD
74.12 SINGLE FAMILY- PRIMARY RESIDENCE N
0600967829 $380,000.00 $2,187.49 REFINANCE
02138 05/03/2004 $379,593.76 05/01/2004
MA 06/01/2004 5.625 STANDARD
80 CONDOMINIUM- PRIMARY RESIDENCE N
0600967903 $555,000.00 $3,151.23 REFINANCE
02138 04/16/2004 $554,392.52 05/01/2004
MA 06/01/2004 5.5 STANDARD
57.68 CONDOMINIUM- PRIMARY RESIDENCE N
0600967924 $569,500.00 $3,233.56 REFINANCE
53018 05/05/2004 $569,500.00 06/01/2004
WI 07/01/2004 5.5 STANDARD
62.58 SINGLE FAMILY- PRIMARY RESIDENCE N
0600967942 $450,000.00 $2,661.92 REFINANCE
08816 04/23/2004 $449,541.21 05/01/2004
NJ 06/01/2004 5.875 STANDARD
60 SINGLE FAMILY- PRIMARY RESIDENCE N
0600968249 $600,000.00 $3,406.73 REFINANCE
02132 04/29/2004 $599,343.27 05/01/2004
MA 06/01/2004 5.5 STANDARD
78.95 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600968253 $384,000.00 $2,180.31 REFINANCE
07090 04/19/2004 $383,579.69 05/01/2004
NJ 06/01/2004 5.5 STANDARD
57.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0600968336 $468,000.00 $2,694.07 REFINANCE
20165 04/26/2004 $467,499.68 05/01/2004
VA 06/01/2004 5.625 STANDARD
67.34 PUD-DETACHED PRIMARY RESIDENCE N
0600968509 $570,000.00 $3,326.37 REFINANCE
94117 04/27/2004 $569,404.88 05/01/2004
CA 06/01/2004 5.75 STANDARD
79.72 CONDOMINIUM- PRIMARY RESIDENCE N
0600968567 $404,000.00 $2,293.87 REFINANCE
60302 04/23/2004 $403,557.80 05/01/2004
IL 06/01/2004 5.5 STANDARD
73.45 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $430,000.00 $2,441.49 REFINANCE
02461 04/13/2004 $427,229.34 06/01/2004
MA 06/01/2004 5.5 STREAMLINE
77.34 CONDOMINIUM- PRIMARY RESIDENCE N
0600968623 $446,000.00 $2,532.34 REFINANCE
20878 04/22/2004 $445,511.83 05/01/2004
MD 06/01/2004 5.5 STANDARD
76.9 PUD-DETACHED PRIMARY RESIDENCE N
0600968627 $432,000.00 $2,452.85 REFINANCE
07733 04/19/2004 $431,527.15 05/01/2004
NJ 06/01/2004 5.5 STANDARD
77.84 SINGLE FAMILY- PRIMARY RESIDENCE N
0600968872 $500,000.00 $2,838.95 PURCHASE
04537 04/30/2004 $499,452.72 05/01/2004
ME 06/01/2004 5.5 STANDARD
71.48 SINGLE FAMILY- SECOND HOME N
0600968947 $428,000.00 $2,430.14 REFINANCE
47725 04/30/2004 $427,531.53 05/01/2004
IN 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600968957 $400,000.00 $2,302.63 REFINANCE
87122 05/03/2004 $399,572.37 05/01/2004
NM 06/01/2004 5.625 STANDARD
75.76 PUD-ATTACHED PRIMARY RESIDENCE N
0600969267 $390,000.00 $2,214.37 REFINANCE
01940 04/23/2004 $389,573.13 05/01/2004
MA 06/01/2004 5.5 STANDARD
64.36 SINGLE FAMILY- PRIMARY RESIDENCE N
0600969405 $587,000.00 $3,332.93 REFINANCE
30342 04/19/2004 $586,357.49 05/01/2004
GA 06/01/2004 5.5 STANDARD
60.21 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600969572 $379,000.00 $2,151.92 REFINANCE
02445 04/20/2004 $378,585.16 05/01/2004
MA 06/01/2004 5.5 STANDARD
55.33 SINGLE FAMILY- PRIMARY RESIDENCE N
0600969757 $550,000.00 $3,122.84 PURCHASE
02139 04/29/2004 $549,397.99 05/01/2004
MA 06/01/2004 5.5 STANDARD
67.48 SINGLE FAMILY- PRIMARY RESIDENCE N
0600969816 $410,000.00 $2,327.93 REFINANCE
20854 04/19/2004 $409,551.24 05/01/2004
MD 06/01/2004 5.5 STANDARD
59.42 SINGLE FAMILY- PRIMARY RESIDENCE N
0600969950 $445,000.00 $2,561.67 REFINANCE
02467 04/28/2004 $444,524.27 05/01/2004
MA 06/01/2004 5.625 STREAMLINE
29.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0600969970 $440,000.00 $2,532.89 PURCHASE
08008 04/02/2004 $439,057.02 05/01/2004
NJ 05/01/2004 5.625 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0600970255 $448,000.00 $2,543.69 REFINANCE
80134 04/21/2004 $447,509.64 05/01/2004
CO 06/01/2004 5.5 STANDARD
59.73 PUD-DETACHED PRIMARY RESIDENCE N
0600970268 $360,000.00 $2,044.04 PURCHASE
19454 04/21/2004 $359,605.96 05/01/2004
PA 06/01/2004 5.5 STANDARD
75.54 SINGLE FAMILY- PRIMARY RESIDENCE N
0600970273 $398,800.00 $2,264.34 PURCHASE
02632 04/26/2004 $398,363.49 05/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- SECOND HOME N
0600970279 $450,000.00 $2,555.05 REFINANCE
19382 04/05/2004 $449,507.45 05/01/2004
PA 06/01/2004 5.5 STANDARD
75 SINGLE FAMILY- PRIMARY RESIDENCE N
0600970286 $419,000.00 $2,379.04 REFINANCE
80016 04/21/2004 $418,541.38 05/01/2004
CO 06/01/2004 5.5 STANDARD
70.42 SINGLE FAMILY- PRIMARY RESIDENCE N
0600970956 $94,000.00 $533.72 PURCHASE
85746 04/13/2004 $93,897.11 06/01/2004
AZ 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600971147 $567,000.00 $3,219.36 REFINANCE
01951 04/30/2004 $566,379.39 05/01/2004
MA 06/01/2004 5.5 STREAMLINE
56.7 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600971365 $420,000.00 $2,384.71 REFINANCE
02871 04/27/2004 $419,540.29 05/01/2004
RI 06/01/2004 5.5 STANDARD
58.09 SINGLE FAMILY- PRIMARY RESIDENCE N
0600973063 $520,000.00 $2,952.50 PURCHASE
01720 04/30/2004 $519,430.83 06/01/2004
MA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600973574 $433,000.00 $2,458.53 REFINANCE
22033 04/23/2004 $432,526.05 05/01/2004
VA 06/01/2004 5.5 STANDARD
67.66 PUD-DETACHED PRIMARY RESIDENCE N
0600973637 $413,000.00 $2,344.97 REFINANCE
20121 04/27/2004 $412,547.95 05/01/2004
VA 06/01/2004 5.5 STANDARD
71.83 PUD-DETACHED PRIMARY RESIDENCE N
0600973645 $512,000.00 $2,987.89 PURCHASE
01810 04/20/2004 $511,465.44 05/01/2004
MA 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600973692 $425,000.00 $2,446.54 REFINANCE
07058 04/28/2004 $424,545.65 05/01/2004
NJ 06/01/2004 5.625 STANDARD
68 SINGLE FAMILY- PRIMARY RESIDENCE N
0600973790 $604,000.00 $3,429.45 REFINANCE
33408 04/21/2004 $603,338.88 05/01/2004
FL 06/01/2004 5.5 STANDARD
40.27 PUD-DETACHED PRIMARY RESIDENCE N
0600973926 $540,000.00 $3,066.06 PURCHASE
02461 04/28/2004 $539,408.94 05/01/2004
MA 06/01/2004 5.5 STANDARD
74.48 SINGLE FAMILY- PRIMARY RESIDENCE N
0600974252 $500,000.00 $2,957.69 PURCHASE
02118 04/30/2004 $499,490.23 05/01/2004
MA 06/01/2004 5.875 STANDARD
71.53 CONDOMINIUM- PRIMARY RESIDENCE N
0600974517 $500,000.00 $2,838.95 REFINANCE
94611 04/19/2004 $499,452.72 05/01/2004
CA 06/01/2004 5.5 STANDARD
78.13 SINGLE FAMILY- PRIMARY RESIDENCE N
0600974623 $390,500.00 $2,278.85 REFINANCE
94973 05/03/2004 $390,092.30 05/01/2004
CA 06/01/2004 5.75 STANDARD
52.07 SINGLE FAMILY- PRIMARY RESIDENCE N
0600974989 $540,000.00 $3,194.30 PURCHASE
21057 04/30/2004 $539,449.45 05/01/2004
MD 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600975479 $490,000.00 $2,820.72 REFINANCE
20171 04/26/2004 $489,476.16 05/01/2004
VA 06/01/2004 5.625 STANDARD
36.98 SINGLE FAMILY- PRIMARY RESIDENCE N
0600976004 $400,000.00 $2,366.15 PURCHASE
06907 04/30/2004 $399,592.18 05/01/2004
CT 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600976158 $585,000.00 $3,367.59 PURCHASE
11530 04/29/2004 $584,374.60 05/01/2004
NY 06/01/2004 5.625 STANDARD
70.91 SINGLE FAMILY- PRIMARY RESIDENCE N
0600976792 $369,500.00 $2,156.30 REFINANCE
21054 04/19/2004 $369,114.22 05/01/2004
MD 06/01/2004 5.75 STANDARD
61.58 PUD-DETACHED PRIMARY RESIDENCE N
0600976802 $356,000.00 $2,105.87 REFINANCE
95361 04/15/2004 $355,637.05 05/01/2004
CA 06/01/2004 5.875 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600977535 $479,000.00 $2,795.31 PURCHASE
34209 04/15/2004 $478,499.90 05/01/2004
FL 06/01/2004 5.75 STANDARD
79.97 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $436,500.00 $2,617.04 REFINANCE
01757 04/16/2004 $436,065.46 05/01/2004
MA 06/01/2004 6 STANDARD
79.36 SINGLE FAMILY- PRIMARY RESIDENCE N
0600977639 $448,700.00 $2,582.97 REFINANCE
02056 05/03/2004 $448,220.31 05/01/2004
MA 06/01/2004 5.625 STANDARD
58.58 SINGLE FAMILY- PRIMARY RESIDENCE N
0600977780 $475,000.00 $2,771.98 REFINANCE
01772 04/30/2004 $474,504.06 05/01/2004
MA 06/01/2004 5.75 STANDARD
68.84 SINGLE FAMILY- PRIMARY RESIDENCE N
0600978025 $416,000.00 $2,427.66 REFINANCE
63122 04/08/2004 $415,565.67 05/01/2004
MO 06/01/2004 5.75 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0600978100 $508,000.00 $3,005.01 REFINANCE
85013 04/22/2004 $507,482.07 05/01/2004
AZ 06/01/2004 5.875 STANDARD
78.15 SINGLE FAMILY- PRIMARY RESIDENCE N
0600978501 $408,000.00 $2,446.17 PURCHASE
91913 04/16/2004 $407,593.83 05/01/2004
CA 06/01/2004 6 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600978535 $390,000.00 $2,369.68 REFINANCE
11209 04/16/2004 $389,620.95 05/01/2004
NY 06/01/2004 6.125 STANDARD
65 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $400,000.00 $2,366.15 REFINANCE
01776 05/10/2004 $400,000.00 06/01/2004
MA 07/01/2004 5.875 STANDARD
71.43 SINGLE FAMILY- PRIMARY RESIDENCE N
0600979189 $504,000.00 $3,021.74 PURCHASE
21791 04/30/2004 $503,498.26 05/01/2004
MD 06/01/2004 6 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600979244 $396,000.00 $2,279.60 REFINANCE
21042 04/26/2004 $395,576.65 05/01/2004
MD 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600979321 $441,000.00 $2,679.56 REFINANCE
48348 04/28/2004 $440,571.38 05/01/2004
MI 06/01/2004 6.125 STANDARD
70.45 SINGLE FAMILY- PRIMARY RESIDENCE N
0600979547 $450,000.00 $2,626.08 REFINANCE
01742 04/30/2004 $449,530.17 05/01/2004
MA 06/01/2004 5.75 STANDARD
70.31 SINGLE FAMILY- PRIMARY RESIDENCE N
0600979800 $440,000.00 $2,567.72 PURCHASE
33478 04/13/2004 $439,540.61 05/01/2004
FL 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600980158 $468,800.00 $2,735.79 PURCHASE
06419 04/23/2004 $468,310.54 05/01/2004
CT 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $528,000.00 $3,039.47 PURCHASE
33904 05/05/2004 $528,000.00 06/01/2004
FL 07/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $340,000.00 $2,011.23 REFINANCE
03862 04/26/2004 $339,653.35 05/01/2004
NH 06/01/2004 5.875 STANDARD
64.15 SINGLE FAMILY- PRIMARY RESIDENCE N
0600981097 $382,500.00 $2,262.63 REFINANCE
60174 04/15/2004 $382,110.03 05/01/2004
IL 06/01/2004 5.875 STANDARD
63.75 SINGLE FAMILY- PRIMARY RESIDENCE N
0600984189 $560,000.00 $3,402.62 PURCHASE
02478 04/30/2004 $559,455.71 05/01/2004
MA 06/01/2004 6.125 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600984556 $622,500.00 $3,682.33 PURCHASE
60305 05/03/2004 $622,500.00 06/01/2004
IL 07/01/2004 5.875 STANDARD
75 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $500,000.00 $3,284.64 REFINANCE
85718 04/26/2004 $499,579.94 05/01/2004
AZ 06/01/2004 6.875 STANDARD
75.76 PUD-DETACHED PRIMARY RESIDENCE N
0600985944 $505,500.00 $3,030.73 REFINANCE
66071 04/30/2004 $504,996.77 05/01/2004
KS 06/01/2004 6 STREAMLINE
69.72 SINGLE FAMILY- PRIMARY RESIDENCE N
0600985964 $415,000.00 $2,521.58 REFINANCE
01752 05/05/2004 $415,000.00 06/01/2004
MA 07/01/2004 6.125 STANDARD
78.3 SINGLE FAMILY- PRIMARY RESIDENCE N
0600987031 $349,250.00 $2,093.93 PURCHASE
55005 04/26/2004 $348,902.32 05/01/2004
MN 06/01/2004 6 STANDARD
79.99 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $371,450.00 $2,502.53 PURCHASE
48188 05/03/2004 $371,152.95 05/01/2004
MI 06/01/2004 7.125 STANDARD
95 SINGLE FAMILY- PRIMARY RESIDENCE N
0600987406 $452,700.00 $2,570.38 REFINANCE
80550 03/31/2004 $451,706.72 05/01/2004
CO 05/01/2004 5.5 STANDARD
73.61 PUD-DETACHED PRIMARY RESIDENCE N
0600987449 $400,000.00 $2,271.16 REFINANCE
48367 04/05/2004 $399,562.17 05/01/2004
MI 06/01/2004 5.5 STANDARD
69.57 SINGLE FAMILY- PRIMARY RESIDENCE N
0600987964 $364,000.00 $2,124.21 REFINANCE
92127 04/08/2004 $363,619.96 05/01/2004
CA 06/01/2004 5.75 STANDARD
70 PUD-DETACHED PRIMARY RESIDENCE N
0600988313 $470,000.00 $2,668.61 REFINANCE
85253 04/02/2004 $469,485.56 05/01/2004
AZ 06/01/2004 5.5 STANDARD
73.44 PUD-DETACHED PRIMARY RESIDENCE N
0600988783 $335,000.00 $1,902.09 REFINANCE
06878 04/05/2004 $334,633.33 05/01/2004
CT 06/01/2004 5.5 STANDARD
30.45 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989598 $400,000.00 $2,271.16 REFINANCE
92694 04/06/2004 $399,562.17 05/01/2004
CA 06/01/2004 5.5 STANDARD
76.92 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600989599 $375,000.00 $2,218.27 REFINANCE
20165 04/05/2004 $374,434.49 05/01/2004
VA 06/01/2004 5.875 STANDARD
68.18 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989600 $485,000.00 $2,868.96 REFINANCE
91360 04/02/2004 $484,505.52 05/01/2004
CA 06/01/2004 5.875 STANDARD
53.3 PUD-DETACHED PRIMARY RESIDENCE N
0600989601 $440,000.00 $2,498.27 PURCHASE
78730 04/06/2004 $439,518.40 06/01/2004
TX 06/01/2004 5.5 STANDARD
76.52 PUD-DETACHED PRIMARY RESIDENCE N
0600989602 $480,000.00 $2,687.86 REFINANCE
80403 04/05/2004 $478,921.87 05/01/2004
CO 05/01/2004 5.375 STANDARD
75.59 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989603 $485,000.00 $2,753.78 REFINANCE
80302 04/05/2004 $484,469.14 05/01/2004
CO 06/01/2004 5.5 STANDARD
30.31 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989606 $495,000.00 $2,928.11 REFINANCE
94506 04/05/2004 $494,495.33 05/01/2004
CA 06/01/2004 5.875 STANDARD
44 PUD-DETACHED PRIMARY RESIDENCE N
0600989607 $443,700.00 $2,589.31 PURCHASE
91803 04/07/2004 $443,236.75 06/01/2004
CA 06/01/2004 5.75 STANDARD
90 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $372,000.00 $2,112.18 PURCHASE
92129 04/05/2004 $371,592.82 05/01/2004
CA 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989609 $445,000.00 $2,422.97 PURCHASE
89145 04/13/2004 $444,477.55 05/01/2004
NV 06/01/2004 5.125 STANDARD
55.63 PUD-DETACHED PRIMARY RESIDENCE N
0600989611 $390,000.00 $2,245.06 REFINANCE
95377 04/01/2004 $389,583.07 05/01/2004
CA 06/01/2004 5.625 STANDARD
76.62 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989612 $400,000.00 $2,302.63 REFINANCE
91320 04/02/2004 $399,572.37 05/01/2004
CA 06/01/2004 5.625 STANDARD
71.43 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989613 $500,000.00 $2,878.28 REFINANCE
91302 04/05/2004 $499,465.47 05/01/2004
CA 06/01/2004 5.625 STANDARD
59.52 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600989614 $560,000.00 $3,135.84 PURCHASE
85023 04/13/2004 $559,372.49 05/01/2004
AZ 06/01/2004 5.375 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $650,000.00 $3,741.77 REFINANCE
60523 04/09/2004 $649,305.11 05/01/2004
IL 06/01/2004 5.625 STANDARD
59.09 PUD-DETACHED PRIMARY RESIDENCE N
0600989831 $369,600.00 $2,127.63 REFINANCE
60516 04/09/2004 $369,204.87 05/01/2004
IL 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989893 $570,000.00 $3,371.77 REFINANCE
85255 04/08/2004 $569,418.86 05/01/2004
AZ 06/01/2004 5.875 STANDARD
76 PUD-DETACHED PRIMARY RESIDENCE N
0600989895 $581,000.00 $3,344.56 REFINANCE
94022 04/08/2004 $580,378.88 05/01/2004
CA 06/01/2004 5.625 STANDARD
30.58 SINGLE FAMILY- PRIMARY RESIDENCE N
0600989896 $498,000.00 $2,866.77 REFINANCE
93103 04/07/2004 $497,467.61 05/01/2004
CA 06/01/2004 5.625 STANDARD
41.5 SINGLE FAMILY- PRIMARY RESIDENCE N
0600990707 $402,500.00 $2,445.63 PURCHASE
29928 05/10/2004 $402,500.00 06/01/2004
SC 07/01/2004 6.125 STANDARD
70 SINGLE FAMILY- SECOND HOME N
0600991867 $550,000.00 $3,166.11 REFINANCE
93108 04/05/2004 $549,412.02 05/01/2004
CA 06/01/2004 5.625 STANDARD
39.29 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $700,000.00 $4,029.59 REFINANCE
78624 04/07/2004 $699,251.66 05/01/2004
TX 06/01/2004 5.625 STANDARD
78.65 SINGLE FAMILY- PRIMARY RESIDENCE N
0600992802 $384,000.00 $2,210.52 REFINANCE
91913 04/06/2004 $383,589.48 05/01/2004
CA 06/01/2004 5.625 STANDARD
51.2 PUD-DETACHED PRIMARY RESIDENCE N
0600993481 $336,250.00 $1,935.64 REFINANCE
60042 04/09/2004 $335,890.53 05/01/2004
IL 06/01/2004 5.625 STANDARD
79.12 SINGLE FAMILY- PRIMARY RESIDENCE N
0600993513 $420,000.00 $2,384.71 REFINANCE
95130 04/08/2004 $419,540.29 05/01/2004
CA 06/01/2004 5.5 STANDARD
77.78 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600993904 $450,000.00 $2,590.45 REFINANCE
95037 04/08/2004 $449,518.93 05/01/2004
CA 06/01/2004 5.625 STANDARD
56.25 SINGLE FAMILY- PRIMARY RESIDENCE N
0600994105 $560,000.00 $3,268.01 PURCHASE
85737 04/14/2004 $559,415.32 05/01/2004
AZ 06/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0600994107 $520,000.00 $2,952.50 REFINANCE
48176 04/16/2004 $519,430.83 05/01/2004
MI 06/01/2004 5.5 STANDARD
73.24 SINGLE FAMILY- PRIMARY RESIDENCE N
0600994131 $450,000.00 $2,555.05 REFINANCE
94404 04/09/2004 $449,507.45 05/01/2004
CA 06/01/2004 5.5 STANDARD
54.55 SINGLE FAMILY- PRIMARY RESIDENCE N
0600994132 $435,000.00 $2,573.19 REFINANCE
91902 04/13/2004 $434,556.50 05/01/2004
CA 06/01/2004 5.875 STANDARD
61.27 PUD-DETACHED PRIMARY RESIDENCE N
0600994136 $480,000.00 $2,801.15 REFINANCE
85737 04/15/2004 $479,498.85 05/01/2004
AZ 06/01/2004 5.75 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0600995321 $378,000.00 $2,175.98 REFINANCE
60010 04/19/2004 $377,595.90 05/01/2004
IL 06/01/2004 5.625 STANDARD
63 SINGLE FAMILY- PRIMARY RESIDENCE N
0600995521 $370,400.00 $2,045.37 PURCHASE
74011 04/02/2004 $369,975.13 05/01/2004
OK 06/01/2004 5.25 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $600,000.00 $3,406.74 REFINANCE
94556 04/08/2004 $599,343.26 05/01/2004
CA 06/01/2004 5.5 STANDARD
65.93 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996061 $451,500.00 $2,563.57 REFINANCE
30327 04/15/2004 $451,005.81 05/01/2004
GA 06/01/2004 5.5 STANDARD
56.44 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996064 $445,000.00 $2,561.67 REFINANCE
90703 04/15/2004 $444,524.27 05/01/2004
CA 06/01/2004 5.625 STANDARD
66.42 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996166 $600,000.00 $3,406.74 REFINANCE
95819 04/01/2004 $599,343.26 05/01/2004
CA 06/01/2004 5.5 STANDARD
50 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600996944 $400,000.00 $2,334.30 REFINANCE
91354 03/31/2004 $399,582.37 05/01/2004
CA 06/01/2004 5.75 STANDARD
64 PUD-DETACHED PRIMARY RESIDENCE N
0600996946 $487,000.00 $2,765.14 REFINANCE
94550 03/30/2004 $485,931.44 05/01/2004
CA 05/01/2004 5.5 STANDARD
56.63 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996947 $451,500.00 $2,563.57 REFINANCE
20816 04/05/2004 $451,005.81 05/01/2004
MD 06/01/2004 5.5 STANDARD
50.73 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996948 $415,000.00 $2,388.98 REFINANCE
92649 04/02/2004 $414,556.33 05/01/2004
CA 06/01/2004 5.625 STANDARD
48.77 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996949 $545,000.00 $3,137.33 REFINANCE
94566 04/06/2004 $544,417.36 05/01/2004
CA 06/01/2004 5.625 STANDARD
54.5 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996950 $397,200.00 $2,255.26 REFINANCE
60302 04/01/2004 $396,765.24 05/01/2004
IL 06/01/2004 5.5 STANDARD
66.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996952 $340,000.00 $1,930.49 REFINANCE
94523 03/26/2004 $339,253.98 05/01/2004
CA 05/01/2004 5.5 STANDARD
50.75 SINGLE FAMILY- PRIMARY RESIDENCE N
0600996953 $515,000.00 $2,964.64 REFINANCE
89052 04/07/2004 $514,449.42 05/01/2004
NV 06/01/2004 5.625 STANDARD
60.59 PUD-DETACHED PRIMARY RESIDENCE N
0600997546 $407,000.00 $2,310.91 REFINANCE
10567 03/26/2004 $406,106.97 05/01/2004
NY 05/01/2004 5.5 STANDARD
67.27 SINGLE FAMILY- PRIMARY RESIDENCE N
0600997813 $452,000.00 $2,601.97 REFINANCE
08558 04/08/2004 $451,516.78 05/01/2004
NJ 06/01/2004 5.625 STANDARD
61.5 PUD-DETACHED PRIMARY RESIDENCE N
0600998156 $704,000.00 $4,164.43 REFINANCE
55331 04/06/2004 $703,282.24 05/01/2004
MN 06/01/2004 5.875 STANDARD
44 SINGLE FAMILY- PRIMARY RESIDENCE N
0600998192 $500,500.00 $2,920.78 REFINANCE
91106 04/14/2004 $499,977.45 05/01/2004
CA 06/01/2004 5.75 STANDARD
72.01 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0600999256 $610,000.00 $3,368.44 REFINANCE
55127 04/16/2004 $609,300.31 05/01/2004
MN 06/01/2004 5.25 STANDARD
55.45 SINGLE FAMILY- PRIMARY RESIDENCE N
0601000146 $440,000.00 $2,429.70 REFINANCE
90066 04/06/2004 $439,495.30 05/01/2004
CA 06/01/2004 5.25 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0654771015 $909,700.00 $5,094.06 REFINANCE
90275 03/13/2004 $907,170.54 05/01/2004
CA 05/01/2004 5.375 STANDARD
64.29 SINGLE FAMILY- PRIMARY RESIDENCE N
0654840884 $434,000.00 $2,430.28 PURCHASE
91784 03/18/2004 $433,025.18 05/01/2004
CA 05/01/2004 5.375 STANDARD
79.17 PUD-DETACHED PRIMARY RESIDENCE N
0654868694 $750,000.00 $4,258.42 PURCHASE
92648 04/05/2004 $749,179.08 05/01/2004
CA 06/01/2004 5.5 STANDARD
70.89 SINGLE FAMILY- PRIMARY RESIDENCE N
0654891325 $397,500.00 $2,195.01 PURCHASE
92845 05/04/2004 $397,500.00 06/01/2004
CA 07/01/2004 5.25 STANDARD
76.89 SINGLE FAMILY- PRIMARY RESIDENCE N
0654895287 $680,000.00 $3,807.81 PURCHASE
91773 03/26/2004 $678,472.63 05/01/2004
CA 05/01/2004 5.375 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0654906523 $370,000.00 $2,014.61 REFINANCE
04105 03/25/2004 $369,129.34 05/01/2004
ME 05/01/2004 5.125 STANDARD
31.36 SINGLE FAMILY- PRIMARY RESIDENCE N
0654912857 $375,000.00 $2,158.72 PURCHASE
92503 04/13/2004 $374,599.09 05/01/2004
CA 06/01/2004 5.625 STANDARD
78.13 PUD-DETACHED PRIMARY RESIDENCE N
0654916045 $423,700.00 $2,439.06 PURCHASE
90640 04/17/2004 $423,247.03 05/01/2004
CA 06/01/2004 5.625 STATED INCOME
74.99 PUD-DETACHED PRIMARY RESIDENCE N
0654924420 $333,800.00 $1,947.97 REFINANCE
19380 04/23/2004 $333,451.49 05/01/2004
PA 06/01/2004 5.75 STANDARD
73.69 PUD-DETACHED PRIMARY RESIDENCE N
0654926718 $420,000.00 $2,351.88 REFINANCE
92705 03/15/2004 $418,927.99 05/01/2004
CA 05/01/2004 5.375 STANDARD
54.19 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0654928024 $400,000.00 $2,239.89 REFINANCE
92692 03/15/2004 $399,041.17 05/01/2004
CA 05/01/2004 5.375 STANDARD
49.08 PUD-DETACHED PRIMARY RESIDENCE N
0654928399 $620,000.00 $3,618.16 PURCHASE
92887 04/20/2004 $619,352.67 05/01/2004
CA 06/01/2004 5.75 STANDARD
51.67 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $440,000.00 $2,602.77 REFINANCE
94583 04/10/2004 $439,551.40 05/01/2004
CA 06/01/2004 5.875 STANDARD
80 CONDOMINIUM- PRIMARY RESIDENCE N
0654933571 $470,400.00 $2,670.88 PURCHASE
06824 04/30/2004 $469,885.12 05/01/2004
CT 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0654935429 $345,000.00 $1,958.88 PURCHASE
30265 04/29/2004 $344,622.37 05/01/2004
GA 06/01/2004 5.5 STANDARD
63.3 PUD-DETACHED PRIMARY RESIDENCE N
0654936062 $443,600.00 $2,484.04 REFINANCE
94507 03/13/2004 $442,603.61 05/01/2004
CA 05/01/2004 5.375 STANDARD
35.49 SINGLE FAMILY- PRIMARY RESIDENCE N
0654936361 $590,000.00 $3,303.84 PURCHASE
92602 04/05/2004 $589,338.87 05/01/2004
CA 06/01/2004 5.375 STANDARD
60.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0654936671 $401,000.00 $2,245.49 REFINANCE
90703 03/26/2004 $400,099.30 05/01/2004
CA 05/01/2004 5.375 STANDARD
72.91 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $660,000.00 $3,695.82 REFINANCE
94402 03/26/2004 $657,207.53 06/01/2004
CA 05/01/2004 5.375 STANDARD
69.84 SINGLE FAMILY- PRIMARY RESIDENCE N
0654937614 $650,000.00 $3,589.33 PURCHASE
92504 04/12/2004 $649,254.42 06/01/2004
CA 06/01/2004 5.25 STANDARD
72.63 PUD-DETACHED PRIMARY RESIDENCE N
0654938011 $469,000.00 $2,626.27 REFINANCE
94019 04/03/2004 $468,474.46 05/01/2004
CA 06/01/2004 5.375 STANDARD
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0654938276 $389,000.00 $2,178.29 REFINANCE
91423 04/02/2004 $388,564.11 05/01/2004
CA 06/01/2004 5.375 STANDARD
57.21 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0000000000 $417,000.00 $2,335.09 REFINANCE
91311 04/10/2004 $416,532.72 05/01/2004
CA 06/01/2004 5.375 STANDARD
63.66 SINGLE FAMILY- PRIMARY RESIDENCE N
0654940633 $391,000.00 $2,189.49 REFINANCE
92130 03/18/2004 $390,121.76 05/01/2004
CA 05/01/2004 5.375 STANDARD
46.66 PUD-DETACHED PRIMARY RESIDENCE N
0654941005 $544,000.00 $3,046.25 REFINANCE
95350 03/20/2004 $542,778.11 05/01/2004
CA 05/01/2004 5.375 STANDARD
79.42 SINGLE FAMILY- PRIMARY RESIDENCE N
0654941394 $375,500.00 $2,102.70 REFINANCE
91104 03/20/2004 $374,357.94 05/01/2004
CA 05/01/2004 5.375 STANDARD
51.44 SINGLE FAMILY- PRIMARY RESIDENCE N
0654941650 $502,000.00 $2,811.06 REFINANCE
92602 03/22/2004 $500,872.44 05/01/2004
CA 05/01/2004 5.375 STANDARD
73.82 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $357,200.00 $2,028.15 REFINANCE
20148 04/05/2004 $356,809.02 05/01/2004
VA 06/01/2004 5.5 STANDARD
64.36 PUD-DETACHED PRIMARY RESIDENCE N
0654943197 $547,000.00 $3,063.05 REFINANCE
92679 03/22/2004 $545,771.36 05/01/2004
CA 05/01/2004 5.375 STANDARD
73.92 PUD-DETACHED PRIMARY RESIDENCE N
0654943222 $450,000.00 $2,519.88 REFINANCE
92867 04/01/2004 $449,495.75 05/01/2004
CA 06/01/2004 5.375 STANDARD
72 PUD-DETACHED PRIMARY RESIDENCE N
0654943270 $646,750.00 $3,672.18 PURCHASE
94923 04/21/2004 $646,042.09 05/01/2004
CA 06/01/2004 5.5 STANDARD
65 PUD-DETACHED SECOND HOME N
0654944513 $378,000.00 $2,058.17 REFINANCE
91362 03/25/2004 $377,110.52 05/01/2004
CA 05/01/2004 5.125 STANDARD
54 CONDOMINIUM- PRIMARY RESIDENCE N
0654946271 $415,000.00 $2,323.89 REFINANCE
92508 04/21/2004 $414,534.96 05/01/2004
CA 06/01/2004 5.375 STANDARD
69.51 PUD-DETACHED PRIMARY RESIDENCE N
0654947292 $450,000.00 $2,555.06 REFINANCE
91745 03/27/2004 $449,507.44 05/01/2004
CA 06/01/2004 5.5 STANDARD
75.5 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0654949061 $547,000.00 $3,148.85 REFINANCE
07751 04/24/2004 $546,415.21 05/01/2004
NJ 06/01/2004 5.625 STANDARD
67.12 SINGLE FAMILY- PRIMARY RESIDENCE N
0654950603 $436,000.00 $2,407.61 REFINANCE
91362 03/25/2004 $434,997.59 05/01/2004
CA 05/01/2004 5.25 STANDARD
72.67 CONDOMINIUM- PRIMARY RESIDENCE N
0654950914 $367,000.00 $2,170.95 REFINANCE
07719 04/23/2004 $366,625.82 05/01/2004
NJ 06/01/2004 5.875 STANDARD
75.67 SINGLE FAMILY- PRIMARY RESIDENCE N
0654952447 $480,000.00 $2,725.39 REFINANCE
90505 04/02/2004 $479,474.61 05/01/2004
CA 06/01/2004 5.5 STANDARD
67.61 SINGLE FAMILY- PRIMARY RESIDENCE N
0654954105 $493,200.00 $2,839.14 PURCHASE
04074 04/26/2004 $492,672.74 05/01/2004
ME 06/01/2004 5.625 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0654954539 $386,000.00 $2,191.67 REFINANCE
93923 04/05/2004 $385,577.50 05/01/2004
CA 06/01/2004 5.5 STANDARD
51.47 SINGLE FAMILY- PRIMARY RESIDENCE N
0654956632 $400,000.00 $2,271.16 REFINANCE
92203 04/07/2004 $399,448.62 06/01/2004
CA 06/01/2004 5.5 STANDARD
64 SINGLE FAMILY- PRIMARY RESIDENCE N
0654959478 $350,000.00 $1,905.71 REFINANCE
90703 04/05/2004 $349,589.08 05/01/2004
CA 06/01/2004 5.125 STANDARD
62.28 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $535,000.00 $3,037.68 REFINANCE
90045 04/07/2004 $534,414.40 05/01/2004
CA 06/01/2004 5.5 STANDARD
69.66 SINGLE FAMILY- PRIMARY RESIDENCE N
0654960592 $400,000.00 $2,177.95 REFINANCE
92040 04/12/2004 $399,530.38 05/01/2004
CA 06/01/2004 5.125 STANDARD
76.92 SINGLE FAMILY- PRIMARY RESIDENCE N
0654962969 $468,000.00 $2,694.08 REFINANCE
91381 04/16/2004 $467,499.67 05/01/2004
CA 06/01/2004 5.625 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0654964109 $360,000.00 $2,044.05 REFINANCE
93030 04/12/2004 $359,605.95 05/01/2004
CA 06/01/2004 5.5 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0654965194 $690,000.00 $3,972.03 REFINANCE
94547 04/21/2004 $689,262.35 05/01/2004
CA 06/01/2004 5.625 STANDARD
76.67 PUD-DETACHED PRIMARY RESIDENCE N
0654966369 $435,000.00 $2,608.05 REFINANCE
94587 04/14/2004 $434,173.04 06/01/2004
CA 06/01/2004 6 STANDARD
79.09 SINGLE FAMILY- PRIMARY RESIDENCE N
0654966758 $420,000.00 $2,384.72 REFINANCE
92128 04/10/2004 $419,540.28 05/01/2004
CA 06/01/2004 5.5 STANDARD
66.14 PUD-DETACHED PRIMARY RESIDENCE N
0654967128 $376,000.00 $2,224.19 REFINANCE
92630 04/14/2004 $375,616.64 05/01/2004
CA 06/01/2004 5.875 STANDARD
74.46 PUD-DETACHED PRIMARY RESIDENCE N
0654967287 $390,000.00 $2,214.38 REFINANCE
94536 04/04/2004 $389,573.12 05/01/2004
CA 06/01/2004 5.5 STANDARD
78 SINGLE FAMILY- PRIMARY RESIDENCE N
0654967343 $440,000.00 $2,395.75 REFINANCE
90501 04/09/2004 $439,479.17 06/01/2004
CA 06/01/2004 5.125 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0654969058 $450,000.00 $2,555.06 REFINANCE
90024 04/10/2004 $449,507.44 05/01/2004
CA 06/01/2004 5.5 STANDARD
40.91 SINGLE FAMILY- PRIMARY RESIDENCE N
0654969082 $388,000.00 $2,233.55 REFINANCE
92883 04/09/2004 $387,585.20 05/01/2004
CA 06/01/2004 5.625 STANDARD
60.16 PUD-DETACHED PRIMARY RESIDENCE N
0654970875 $400,000.00 $2,302.63 REFINANCE
92691 04/09/2004 $399,572.37 05/01/2004
CA 06/01/2004 5.625 STANDARD
67.23 PUD-DETACHED PRIMARY RESIDENCE N
0654970988 $397,000.00 $2,444.40 REFINANCE
90815 04/15/2004 $396,623.31 05/01/2004
CA 06/01/2004 6.25 STANDARD
74.21 SINGLE FAMILY- PRIMARY RESIDENCE N
0654971188 $403,000.00 $2,288.19 REFINANCE
92782 04/07/2004 $402,558.89 05/01/2004
CA 06/01/2004 5.5 STANDARD
55.59 PUD-DETACHED PRIMARY RESIDENCE N
0654971439 $600,000.00 $3,694.31 REFINANCE
91935 04/08/2004 $599,430.69 05/01/2004
CA 06/01/2004 6.25 STANDARD
61.54 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0654974206 $350,000.00 $1,987.27 REFINANCE
91709 04/10/2004 $349,616.90 05/01/2004
CA 06/01/2004 5.5 STANDARD
63.06 SINGLE FAMILY- PRIMARY RESIDENCE N
0654974318 $432,000.00 $2,452.85 REFINANCE
91773 04/13/2004 $431,527.15 05/01/2004
CA 06/01/2004 5.5 STANDARD
68.57 PUD-DETACHED PRIMARY RESIDENCE N
0654974339 $400,000.00 $2,271.16 REFINANCE
90266 04/21/2004 $399,562.17 05/01/2004
CA 06/01/2004 5.5 STANDARD
56.74 SINGLE FAMILY- PRIMARY RESIDENCE N
0654974560 $371,200.00 $2,107.64 REFINANCE
90254 04/08/2004 $370,793.69 05/01/2004
CA 06/01/2004 5.5 STANDARD
31.73 SINGLE FAMILY- PRIMARY RESIDENCE N
0654974782 $380,000.00 $2,278.30 REFINANCE
92887 04/12/2004 $379,621.70 05/01/2004
CA 06/01/2004 6 STANDARD
38 PUD-DETACHED PRIMARY RESIDENCE N
0654975134 $487,000.00 $2,765.14 REFINANCE
92656 04/16/2004 $486,466.94 05/01/2004
CA 06/01/2004 5.5 STANDARD
73.23 PUD-DETACHED PRIMARY RESIDENCE N
0654975169 $528,200.00 $2,957.77 REFINANCE
92691 04/16/2004 $527,608.13 05/01/2004
CA 06/01/2004 5.375 STANDARD
75.46 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $476,000.00 $2,777.81 PURCHASE
94947 04/29/2004 $476,000.00 06/01/2004
CA 07/01/2004 5.75 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0654975774 $460,000.00 $2,869.81 REFINANCE
92677 04/13/2004 $459,573.94 05/01/2004
CA 06/01/2004 6.375 STANDARD
58.6 PUD-DETACHED PRIMARY RESIDENCE N
0000000000 $525,000.00 $2,980.90 REFINANCE
95379 04/09/2004 $524,425.35 05/01/2004
CA 06/01/2004 5.5 STANDARD
59.26 PUD-DETACHED PRIMARY RESIDENCE N
0654977067 $357,500.00 $2,143.40 REFINANCE
91214 04/14/2004 $357,144.10 05/01/2004
CA 06/01/2004 6 STANDARD
65 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $350,000.00 $2,042.51 REFINANCE
95409 04/14/2004 $349,634.57 05/01/2004
CA 06/01/2004 5.75 STANDARD
60.87 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0654980102 $472,500.00 $2,682.81 REFINANCE
94131 04/24/2004 $471,982.82 05/01/2004
CA 06/01/2004 5.5 STANDARD
70 SINGLE FAMILY- PRIMARY RESIDENCE N
0654981416 $472,500.00 $2,719.98 REFINANCE
90703 04/13/2004 $471,994.86 05/01/2004
CA 06/01/2004 5.625 STANDARD
69.49 SINGLE FAMILY- PRIMARY RESIDENCE N
0654982691 $394,500.00 $2,302.20 REFINANCE
91377 04/20/2004 $394,088.11 05/01/2004
CA 06/01/2004 5.75 STANDARD
66.3 SINGLE FAMILY- PRIMARY RESIDENCE N
0000000000 $358,000.00 $2,089.20 REFINANCE
90266 04/17/2004 $357,626.22 05/01/2004
CA 06/01/2004 5.75 STANDARD
35.8 SINGLE FAMILY- PRIMARY RESIDENCE N
0654984990 $500,000.00 $2,917.87 REFINANCE
92677 04/19/2004 $499,477.96 05/01/2004
CA 06/01/2004 5.75 STANDARD
62.5 PUD-DETACHED PRIMARY RESIDENCE N
0654986333 $373,000.00 $2,206.44 REFINANCE
92692 04/25/2004 $372,619.71 05/01/2004
CA 06/01/2004 5.875 STANDARD
37.3 PUD-DETACHED PRIMARY RESIDENCE N
0654986612 $416,000.00 $2,460.80 REFINANCE
91913 04/23/2004 $415,575.87 05/01/2004
CA 06/01/2004 5.875 STANDARD
74.95 PUD-DETACHED PRIMARY RESIDENCE N
0654987343 $400,000.00 $2,366.16 REFINANCE
91364 04/17/2004 $399,592.17 05/01/2004
CA 06/01/2004 5.875 STANDARD
53.33 SINGLE FAMILY- PRIMARY RESIDENCE N
0654988327 $400,000.00 $2,366.16 PURCHASE
92054 04/29/2004 $400,000.00 06/01/2004
CA 07/01/2004 5.875 STANDARD
72.07 PUD-DETACHED PRIMARY RESIDENCE N
0654990085 $390,000.00 $2,433.10 REFINANCE
95688 05/01/2004 $390,000.00 06/01/2004
CA 07/01/2004 6.375 STANDARD
79.59 SINGLE FAMILY- PRIMARY RESIDENCE N
0654995309 $420,000.00 $2,620.26 REFINANCE
91354 04/25/2004 $419,610.99 05/01/2004
CA 06/01/2004 6.375 STANDARD
68.85 PUD-DETACHED PRIMARY RESIDENCE N
0685367957 $749,000.00 $4,370.97 REFINANCE
11777 04/02/2004 $748,217.99 05/01/2004
NY 06/01/2004 5.75 STANDARD
62.42 SINGLE FAMILY- PRIMARY RESIDENCE N
LOAN_ID ORIGINAL_LOAN_AMO MONTHLY_P_AND_I PURPOSE
PROP_STATE NOTE_DATE ISSUE_DATE_BALANCE PAID_TO_DATE
PROP_ZIP_CODE FIRST_PAYMENT_DATE NOTE_RATE PROCESSING_STYLE
LTV PROPERTY_TYPE OCCUPANCY LOAN_BUYDOWN_IND
0685373575 $420,000.00 $2,384.72 PURCHASE
33076 04/16/2004 $419,540.28 05/01/2004
FL 06/01/2004 5.5 STANDARD
70 PUD-DETACHED PRIMARY RESIDENCE N
0685375720 $345,500.00 $1,961.72 REFINANCE
22030 04/15/2004 $345,121.82 05/01/2004
VA 06/01/2004 5.5 STANDARD
61.7 SINGLE FAMILY- PRIMARY RESIDENCE N
0702032957 $427,000.00 $2,491.86 PURCHASE
98105 02/19/2004 $425,656.13 05/01/2004
WA 04/01/2004 5.75 STANDARD
68.1 SINGLE FAMILY- PRIMARY RESIDENCE N
0702033060 $475,000.00 $2,886.15 PURCHASE
06470 04/06/2004 $474,538.33 05/01/2004
CT 06/01/2004 6.125 STANDARD
64.63 SINGLE FAMILY- PRIMARY RESIDENCE N
0702034112 $344,030.00 $1,980.43 REFINANCE
33040 03/10/2004 $343,272.85 05/01/2004
FL 05/01/2004 5.625 STANDARD
73.2 SINGLE FAMILY- PRIMARY RESIDENCE N
0702034177 $479,900.00 $2,650.03 PURCHASE
22312 03/15/2004 $478,646.00 05/01/2004
VA 05/01/2004 5.25 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
0702035647 $360,000.00 $2,015.90 PURCHASE
89131 03/30/2004 $359,191.39 06/01/2004
NV 05/01/2004 5.375 STANDARD
90 PUD-DETACHED PRIMARY RESIDENCE N
0702035861 $380,000.00 $2,157.60 PURCHASE
27707 03/30/2004 $379,166.23 05/01/2004
NC 05/01/2004 5.5 STANDARD
63.33 PUD-DETACHED PRIMARY RESIDENCE N
0702036033 $345,000.00 $1,958.87 REFINANCE
20147 04/09/2004 $344,622.38 05/01/2004
VA 06/01/2004 5.5 STANDARD
76.16 PUD-DETACHED PRIMARY RESIDENCE N
0702036292 $396,000.00 $2,248.44 PURCHASE
20777 04/15/2004 $395,566.56 05/01/2004
MD 06/01/2004 5.5 STANDARD
80 SINGLE FAMILY- PRIMARY RESIDENCE N
0702036740 $351,200.00 $2,021.71 PURCHASE
85255 04/26/2004 $350,824.54 05/01/2004
AZ 06/01/2004 5.625 STANDARD
80 PUD-DETACHED PRIMARY RESIDENCE N
EXHIBIT F
FORM OF REQUEST FOR RELEASE
To: Escrow Bank USA
100 Witmer Road
Horsham, Pennsylvania 19044
Attn: [ ]
Re: Custodial Agreement dated as of June 15, 2004 by and among GMAC
Mortgage Corporation, as Servicer, JPMorgan Chase Bank., as
Trustee and Escrow Bank USA, as Custodian
In connection with the administration of the Mortgage Loans,
pursuant to the above-captioned Custodial Agreement, we request the release, and
hereby acknowledge receipt, of the Custodian's Mortgage Note 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 June 15, 2004, among Residential Asset Mortgage Products, Inc., the
Servicer and the Trustee, have been or will be so deposited.
F-1
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:
------------------------------------
Documents Returned to Custodian
-----------------------------------------------
By:
---------------------------------------
Date:
-------------------------------------
F-2
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 2004-J3, 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" as of
[date of transfer] within the meaning of Sections 860E(e)(5) of the Internal
Revenue Code of 1986, as amended (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, 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.
G-1-1
4. That the Owner understands that, as the holder of a "noneconomic residual
interest" the Owner may incur tax liabilities in excess of any cash flows
generated by the interest and that the Owner intends to pay taxes associated
with holding the residual interest as they become due.
5. That the owner will not cause income from the Class R-[ ] Certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of the Owner or another U.S.
taxpayer.
6. 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 Code or 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.)
7. 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.
8. 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.
9. 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.
10. 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.
11. The Owner's Taxpayer Identification Number is ______________________.
12. 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.
G-1-2
13. 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.
14. 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.
15. 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.
16. The Owner is not an employee benefit plan or other plan subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code (each such Owner, a "Plan"), 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 Plan within the meaning of the Department of Labor regulation at
29 C.F.R. 2510.3-101.
17. The Owner will, in connection with any transfer that it makes of the Class
R-[] Certificates, deliver to the Trustee a representation letter substantially
in the form of Exhibit G-2 to the Pooling and Servicing Agreement. The Owner
hereby agrees that it will not make any transfer of any Class R-[] Certificate
unless the transfer is in compliance with the conditions set forth in paragraph
3 of Exhibit G-2 of the Pooling and Servicing Agreement.
18. The Owner hereby represents to and for the benefit of the transferor that
(A)(1)(I) at the time of the transfer, and at the close of each of the Owner's
two fiscal years preceding the year of transfer, the Owner's gross assets for
financial reporting purposes exceed $100 million and its net assets for such
purposes exceed $10 million (disregarding, for purposes of determining gross or
net assets, the obligation of any person related to the Owner within the meaning
of section 860L(g) of the Code or any other asset if a principal purpose of
holding or acquiring that asset is to permit the Owner to satisfy this minimum
gross asset or net asset requirement), (II) the Owner is a domestic C
corporation for United States federal income tax purposes that is not for such
purposes an exempt corporation, a regulated investment company, a real estate
investment trust, a REMIC, or a cooperative organization to which part I of
subchapter T of the Code applies, (III) there are no facts or circumstances on
or before the date of transfer (or anticipated) which would reasonably indicate
that the taxes associated with the Class R-[] Certificate will not be paid, (IV)
the Owner is not a foreign branch of a domestic corporation, and (V) the
transfer does not involve a transfer or assignment to a foreign branch of a
domestic corporation (or any other arrangement by which any Class R Certificate
is at any time subject to net tax by a foreign country or U.S. possession) and
the Owner will not hereafter engage in any such transfer or assignment (or any
such arrangement), and (2) does not know or have reason to know that upon any
transfers of the Class R-[] Certificate, the Owner will not honor the
restrictions on subsequent transfers of any Class R-[] Certificate or (B) the
Owner has determined that the present value of the anticipated tax liabilities
G-1-3
associated with holding the Class R-[] Certificate does not exceed the sum of
(1) the present value of any consideration given to the Owner to acquire the
Class R-[] Certificate, (2) the present value of the expected future
distributions on the Class R-[] Certificate, and (3) the present value of the
anticipated tax savings associated with holding the Class R-[] Certificate as
the REMIC generates losses (having made such determination by (I) assuming that
the Owner pays tax at a rate equal to the highest rate of tax specified in
Section 11(b)(1) of the Code, and (II) utilizing a discount rate for present
valuation purposes equal to the applicable Federal rate prescribed by Section
1274(d) of the Code compounded semi-annually (or a lower discount rate based on
the Owner having demonstrated that it regularly borrows, in the course of its
trade or business, substantial funds at such lower rate from unrelated third
parties).
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 ____ day of _____________, 200_.
[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 ____ day of _________, 200__.
--------------------------------------------------
NOTARY PUBLIC
COUNTY OF
---------------------------------
STATE OF
------------------------------------
My commission expires ___ day
of _____, 20__.
G-1-4
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
____________, 20 __
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437
JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3
Attention: Residential Asset Mortgage Products, Inc., Series 2004-J3
Re: GMACM Mortgage Pass-Through Certificates,
Series 2004-J3, 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 2004-J3, Class R-[ ]
(the "Certificates"), pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 15, 2004
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as servicer, and JPMorgan Chase Bank, 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 and either (A) has determined all of the following (1)(I) at
the time of the transfer, and at the close of each of the Purchaser's two fiscal
years preceding the year of transfer, the Purchaser's gross assets for financial
G-2-1
reporting purposes exceed $100 million and its net assets for such purposes
exceed $10 million (disregarding, for purposes of determining gross or net
assets, the obligation of any person related to the Purchaser within the meaning
of Section 8601(g) of the Code or any other asset if a principal purpose for
holding or acquiring that asset is to permit the Purchaser to satisfy this
minimum gross asset or net asset requirement), (II) the Purchaser is a domestic
C corporation for United States federal income tax purposes that is not for such
purposes an exempt corporation, a regulated investment company, real estate
investment trust, a REMIC, or a cooperative organization to which part I of
subchapter T of the Code applies, (III) there are no facts or circumstances on
or before the date of transfer (or anticipated) which would reasonably indicate
that the taxes associated with the Class R-[] Certificates will not be paid,
(IV) the Purchaser is not a foreign branch of a domestic corporation, and (V)
the transfer does not involve a transfer or assignment to a foreign branch of a
domestic corporation (or any other arrangement by which any Class R-[]
Certificate is at any time subject to net tax by a foreign country or U.S.
possession) and the Purchaser will not hereafter engage in any such transfer or
assignment (or any such arrangement) and (2) does not know or have reason to
know that the Purchaser will not honor the restrictions on subsequent transfers
of any Class R-[] Certificates as described in paragraph 15 of the Form of
Transfer Affidavit and Agreement, or (B) the Seller has determined that the
present value of the anticipated tax liabilities associated with the holding of
the Class R-[] Certificate does not exceed the sum of (1) the present value of
any consideration given to the Purchaser to acquire the Certificate, (2) the
present value of the expect future distributions on the Class R-[] Certificate,
and (3) the present value of the anticipated tax savings associated with holding
the Class R-[] Certificate as the REMIC generates losses (having made such
determination by (I) assuming the Purchaser pays tax at a rate equal to the
highest rate of tax specified in Section 11(b)(1) of the Code, and (II)
utilizing a discount rate for present valuations equal to the applicable Federal
rate prescribed by Section 1274(d) of the Code compounded semi-annually (or a
lower discount rate based on the Purchaser having demonstrated that it regularly
borrows, in the course of its trade or business, substantial funds at such lower
rate from unrelated third parties). 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.
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 250
Minneapolis, Minnesota 55437
JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc. Series 2004-J3
RE: GMACM Mortgage Pass-Through Certificates,
Series 2004-J3, [Class B-[ ]]
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from _____________
(the "Seller") $_____________ Initial Certificate Principal Balance of GMACM
Mortgage Pass-Through Certificates, Series 2004-J3, Class [ ] (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of June 15, 2004 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.
H-1
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 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 , 200__,
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.
H-2
6. The Purchaser
(a) is not an employee benefit or other plan subject to 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 and hold the Certificates (or interest therein) 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.
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,
---------------------------------
Seller
By:
-------------------------
Name
------------------------
Title
-------------------------
H-3
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
__________ , 20___
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437
JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3
Attention: Residential Asset Mortgage Products, Inc., Series 2004-J3
Re: GMACM Mortgage Pass-Through Certificates,
Series 2004-J3, [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 2004-J3,
Class ______ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 15, 2004,
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer, and JPMorgan Chase Bank, 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.
Very truly yours,
--------------------------------
Seller
By:
------------------------
Name
-----------------------
Title
------------------------
I-1
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 June 15, 2004 among GMAC Mortgage Corporation as
Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to
Section 5.02 of the Agreement and JPMorgan Chase Bank, 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.
J-1
(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 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 plan or other plan subject to 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.
J-2
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-3
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.
J-4
-- 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.
-- 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.
J-5
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.
-------------------------------------------------
Print Name of Buyer
By:
-------------------------------------------
Name
Title:
Date:
-------------------------------------------
J-6
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.
J-7
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.
------------------------------------------------
Print Name of Buyer
By:
-----------------------------------
Name
---------------------------
Title:
---------------------------
IF AN ADVISER:
------------------------------------------------
Print Name of Buyer:
Date:
----------------------------------------
J-8
EXHIBIT K
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
_______________, 20___
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437
JPMorgan Chase Bank
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3
Attention: Residential Asset Mortgage Products, Inc., Series 2004-J3
Re: GMACM Mortgage Pass-Through Certificates, Series 2004-J3
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
JPMorgan Chase Bank (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 June 15, 2004
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
K-1
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
------------------------------------------
(Lender)
By:
----------------------------------
Name
---------------------------------
Title
----------------------------------
K-2
EXHIBIT L
SCHEDULE OF DISCOUNT FRACTIONS
LOAN
NUMBER ISSUE DATE BALANCE NET RATE PO AMOUNT DISCOUNT FRACTION
----------------------------------------------------------------------------
0561382201 $718,315.68 4.6250 $85,513.77 0.119047619
0560188302 $699,158.91 4.7500 $66,586.56 0.095238095
0563494004 $347,581.86 4.7500 $33,103.03 0.095238095
0564247807 $376,690.69 4.7500 $35,875.30 0.095238095
0564657609 $341,176.43 4.7500 $32,492.99 0.095238095
0561455601 $448,941.10 4.8750 $32,067.22 0.071428571
0562153304 $375,558.55 4.8750 $26,825.61 0.071428571
0562859306 $343,759.15 4.8750 $24,554.23 0.071428571
0564649002 $349,589.08 4.8750 $24,970.65 0.071428571
0566558607 $379,803.56 4.8750 $27,128.83 0.071428571
0600921522 $383,894.53 4.8750 $27,421.04 0.071428571
0600952104 $399,530.38 4.8750 $28,537.88 0.071428571
0600989609 $444,477.55 4.8750 $31,748.40 0.071428571
0654906523 $369,129.34 4.8750 $26,366.38 0.071428571
0654944513 $377,110.52 4.8750 $26,936.47 0.071428571
0654959478 $349,589.08 4.8750 $24,970.65 0.071428571
0654960592 $399,530.38 4.8750 $28,537.88 0.071428571
0654967343 $439,479.17 4.8750 $31,391.37 0.071428571
0556314805 $645,333.43 5.0000 $30,730.16 0.047619048
0561001108 $433,496.55 5.0000 $20,642.69 0.047619048
0561917006 $534,767.67 5.0000 $25,465.13 0.047619048
0562488304 $470,368.65 5.0000 $22,398.51 0.047619048
0562713602 $365,793.84 5.0000 $17,418.75 0.047619048
0563082908 $499,426.48 5.0000 $23,782.21 0.047619048
0563088707 $463,930.92 5.0000 $22,091.95 0.047619048
0564406908 $382,560.68 5.0000 $18,217.18 0.047619048
0564562106 $369,575.59 5.0000 $17,598.84 0.047619048
0564858009 $395,545.77 5.0000 $18,835.51 0.047619048
0565089802 $474,880.67 5.0000 $22,613.37 0.047619048
0565146602 $380,000.00 5.0000 $18,095.24 0.047619048
0565148202 $553,600.00 5.0000 $26,361.90 0.047619048
0565682200 $616,292.28 5.0000 $29,347.25 0.047619048
0600955804 $458,473.52 5.0000 $21,832.07 0.047619048
0600956273 $649,254.42 5.0000 $30,916.88 0.047619048
0600957325 $125,855.47 5.0000 $5,993.12 0.047619048
0600957553 $679,220.01 5.0000 $32,343.81 0.047619048
0600957554 $707,187.90 5.0000 $33,675.61 0.047619048
0600962576 $449,483.83 5.0000 $21,403.99 0.047619048
0600965665 $587,974.79 5.0000 $27,998.80 0.047619048
0600995521 $369,975.13 5.0000 $17,617.86 0.047619048
0600999256 $609,300.31 5.0000 $29,014.30 0.047619048
0601000146 $439,495.30 5.0000 $20,928.35 0.047619048
0654891325 $397,500.00 5.0000 $18,928.57 0.047619048
0654937614 $649,254.42 5.0000 $30,916.88 0.047619048
0654950603 $434,997.59 5.0000 $20,714.17 0.047619048
0702034177 $478,646.00 5.0000 $22,792.67 0.047619048
0101029216 $513,260.97 5.1250 $12,220.50 0.023809524
0101029990 $463,869.99 5.1250 $11,044.52 0.023809524
0101030913 $481,915.11 5.1250 $11,474.17 0.023809524
0101031337 $423,524.89 5.1250 $10,083.93 0.023809524
0557055100 $479,592.55 5.1250 $11,418.87 0.023809524
0557819703 $551,957.44 5.1250 $13,141.84 0.023809524
0560040701 $399,302.09 5.1250 $9,507.19 0.023809524
0561077405 $342,838.38 5.1250 $8,162.82 0.023809524
0562236307 $508,853.82 5.1250 $12,115.57 0.023809524
0562281709 $439,011.69 5.1250 $10,452.66 0.023809524
0562474700 $557,943.97 5.1250 $13,284.38 0.023809524
0562561308 $773,259.25 5.1250 $18,410.93 0.023809524
0562575001 $596,557.03 5.1250 $14,203.74 0.023809524
0562931105 $514,894.39 5.1250 $12,259.39 0.023809524
0563172709 $516,437.31 5.1250 $12,296.13 0.023809524
0563228907 $479,462.13 5.1250 $11,415.77 0.023809524
0563747906 $399,551.78 5.1250 $9,513.14 0.023809524
0564193308 $347,218.35 5.1250 $8,267.10 0.023809524
0564540706 $423,218.23 5.1250 $10,076.62 0.023809524
0564566701 $363,991.67 5.1250 $8,666.47 0.023809524
0564665701 $406,634.58 5.1250 $9,681.78 0.023809524
0564686509 $370,786.28 5.1250 $8,828.24 0.023809524
0564691509 $374,579.79 5.1250 $8,918.57 0.023809524
0564789402 $402,048.97 5.1250 $9,572.59 0.023809524
0564809606 $423,025.45 5.1250 $10,072.03 0.023809524
0564838506 $439,011.69 5.1250 $10,452.66 0.023809524
0564927804 $447,972.45 5.1250 $10,666.01 0.023809524
0565016904 $393,158.95 5.1250 $9,360.93 0.023809524
0565043106 $384,568.59 5.1250 $9,156.40 0.023809524
0565168507 $515,421.79 5.1250 $12,271.95 0.023809524
0565366200 $419,529.37 5.1250 $9,988.79 0.023809524
0565410701 $339,043.66 5.1250 $8,072.47 0.023809524
0565425907 $374,779.56 5.1250 $8,923.32 0.023809524
0565426103 $358,597.72 5.1250 $8,538.04 0.023809524
0565431004 $445,500.23 5.1250 $10,607.15 0.023809524
0565520905 $387,748.02 5.1250 $9,232.10 0.023809524
0565533502 $373,580.91 5.1250 $8,894.78 0.023809524
0565542503 $453,091.72 5.1250 $10,787.90 0.023809524
0565550100 $601,080.86 5.1250 $14,311.45 0.023809524
0565701901 $415,000.00 5.1250 $9,880.95 0.023809524
0566087300 $371,543.20 5.1250 $8,846.27 0.023809524
0566145702 $499,439.72 5.1250 $11,891.42 0.023809524
0566168803 $539,594.68 5.1250 $12,847.49 0.023809524
0566470704 $396,639.05 5.1250 $9,443.79 0.023809524
0566646907 $349,607.81 5.1250 $8,324.00 0.023809524
0600947179 $478,921.87 5.1250 $11,402.90 0.023809524
0600947969 $417,431.72 5.1250 $9,938.85 0.023809524
0600949412 $622,501.68 5.1250 $14,821.47 0.023809524
0600950283 $584,344.48 5.1250 $13,912.96 0.023809524
0600950688 $563,730.94 5.1250 $13,422.17 0.023809524
0600950937 $423,047.65 5.1250 $10,072.56 0.023809524
0600951163 $471,997.81 5.1250 $11,238.04 0.023809524
0600951668 $399,001.79 5.1250 $9,500.04 0.023809524
0600951822 $574,706.25 5.1250 $13,683.48 0.023809524
0600953581 $347,186.34 5.1250 $8,266.34 0.023809524
0600954020 $492,447.57 5.1250 $11,724.94 0.023809524
0600954026 $346,917.01 5.1250 $8,259.93 0.023809524
0600954136 $997,880.58 5.1250 $23,759.06 0.023809524
0600954675 $599,327.67 5.1250 $14,269.71 0.023809524
0600955191 $359,596.60 5.1250 $8,561.82 0.023809524
0600955481 $528,407.23 5.1250 $12,581.12 0.023809524
0600955705 $445,999.68 5.1250 $10,619.04 0.023809524
0600958297 $395,110.53 5.1250 $9,407.39 0.023809524
0600958369 $446,998.56 5.1250 $10,642.82 0.023809524
0600958473 $521,415.08 5.1250 $12,414.64 0.023809524
0600961679 $591,336.64 5.1250 $14,079.44 0.023809524
0600961969 $474,467.74 5.1250 $11,296.85 0.023809524
0600962646 $566,564.42 5.1250 $13,489.63 0.023809524
0600963008 $459,484.55 5.1250 $10,940.11 0.023809524
0600963591 $559,372.49 5.1250 $13,318.39 0.023809524
0600965983 $446,893.30 5.1250 $10,640.32 0.023809524
0600989602 $478,921.87 5.1250 $11,402.90 0.023809524
0600989614 $559,372.49 5.1250 $13,318.39 0.023809524
0654771015 $907,170.54 5.1250 $21,599.30 0.023809524
0654840884 $433,025.18 5.1250 $10,310.12 0.023809524
0654895287 $678,472.63 5.1250 $16,154.11 0.023809524
0654926718 $418,927.99 5.1250 $9,974.48 0.023809524
0654928024 $399,041.17 5.1250 $9,500.98 0.023809524
0654936062 $442,603.61 5.1250 $10,538.18 0.023809524
0654936361 $589,338.87 5.1250 $14,031.88 0.023809524
0654936671 $400,099.30 5.1250 $9,526.17 0.023809524
0654937370 $657,207.53 5.1250 $15,647.80 0.023809524
0654938011 $468,474.46 5.1250 $11,154.15 0.023809524
0654938276 $388,564.11 5.1250 $9,251.53 0.023809524
0654939020 $416,532.72 5.1250 $9,917.45 0.023809524
0654940633 $390,121.76 5.1250 $9,288.61 0.023809524
0654941005 $542,778.11 5.1250 $12,923.29 0.023809524
0654941394 $374,357.94 5.1250 $8,913.28 0.023809524
0654941650 $500,872.44 5.1250 $11,925.53 0.023809524
0654943197 $545,771.36 5.1250 $12,994.56 0.023809524
0654943222 $449,495.75 5.1250 $10,702.28 0.023809524
0654946271 $414,534.96 5.1250 $9,869.88 0.023809524
0654975169 $527,608.13 5.1250 $12,562.10 0.023809524
0702035647 $359,191.39 5.1250 $8,552.18 0.023809524
$2,323,614.05
EXHIBIT M
INFORMATION TO BE INCLUDED IN
MONTHLY REMITTANCE REPORT
(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 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;
(xiii) the related Senior Accelerated Distribution Percentage applicable to such
distribution;
(xiv) the related Senior Percentage for such Distribution Date; and
(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-1
EXHIBIT N
FORM OF CUSTODIAN CERTIFICATION
June 15, 2004
JPMorgan Chase Bank,
as Trustee
227 West Monroe Street
26th Floor
Chicago, Illinois 60606
Attn: Institutional Trust Services - GMACM 2004-J3
GMAC Mortgage Corporation.
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc., Series 2004-J3
Re: Custodial Agreement dated as of June 15, 2004, by and among
JPMorgan Chase Bank, 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, the undersigned, as Custodian, hereby certifies that it has received
the following with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule:
(a) 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]"; or
(b) A lost note affidavit from the Seller or GMACM stating that the
original Mortgage Note was lost, misplaced or destroyed, and, if available,
a copy of the original Mortgage Note; provided, however, that in the case
of a Mortgage Loan which has 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.
N-1
The Custodian further certifies that it has reviewed each
Mortgage Note and the Mortgage Loan Schedule and has determined that the
Mortgage Note has been executed and that the Mortgage Notes relate 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-2
SCHEDULE A TO EXHIBIT N
EXCEPTIONS TO CUSTODIAN CERTIFICATION
[NONE]
EXHIBIT O-1
Form of Form 10-K Certification
I, [identify the certifying individual], certify that:
1. I have reviewed the annual report on Form 10-K for the fiscal year
[____], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods included in the year covered by that annual report,
of the trust (the "Trust") created pursuant to the Pooling and Servicing
Agreement dated June 15, 2004 (the "P&S Agreement") among Residential Asset
Mortgage Products, Inc. (the "Company"), GMAC Mortgage Corporation (the
"Servicer") and JPMorgan Chase Bank (the "Trustee");
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by that annual report;
3. Based on my knowledge, the servicing information required to be
provided to the Trustee by the Servicer under the P&S Agreement is included in
these reports;
4. I am responsible for reviewing the activities performed by the
Servicer under the P&S Agreement and based upon my knowledge and the review
required under the P&S Agreement, and, except as disclosed in the report, the
Servicer has fulfilled its obligations under the P&S Agreement; and
5. The reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards based upon the report
provided by an independent public accountant , after conducting a review in
compliance with the Uniform Single Attestation Program for Mortgage Bankers, or
similar procedure, as set forth in the P&S Agreement, that is included in these
reports.
[In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [JPMorgan
Chase Bank], [ ].
Date:_______________________
____________________________*
Name:
Title:
* to be signed by the senior officer in charge of the servicing functions of
the Master Servicer
O-1-1
EXHIBIT O-2
[FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE]
The undersigned, a Responsible Officer of JPMorgan Chase Bank (the
"Trustee") certifies that:
(a) The Trustee has performed all of the duties specifically required to
be performed by it pursuant to the provisions of the Pooling and Servicing
Agreement dated as of June 15, 2004 (the "Agreement") by and among Residential
Asset Mortgage Products, Inc., as depositor, GMAC Mortgage Corporation, as
servicer, and the Trustee in accordance with the standards set forth therein.
(b) Based on my knowledge, the information that is provided by the
Trustee pursuant to Section 3.17 of the Agreement is accurate as of the last day
of the 20[ ] calendar year.
Capitalized terms used and not defined herein shall have the meanings
given such terms in the Agreement.
IN WITNESS WHEREOF, I have duly executed this certificate as of
_________, 20__.
Name:____________________
Title:
0-2-1
