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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of Xxxxx 00, 0000
XXXXX Mortgage Loan Trust 2002-J3
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2002-J3
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TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS...............................................................3
Section 1.01. Definitions.......................................................3
Section 1.02. Use of Words and Phrases.........................................38
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..........39
Section 2.01. Conveyance of Mortgage Loans.....................................39
Section 2.02. Acceptance by Trustee............................................42
Section 2.03. Representations, Warranties and Covenants of the Servicer........43
Section 2.04. Representations and Warranties of the Sellers and GMACM..........45
Section 2.05. Execution and Authentication of Certificates.....................46
Section 2.06. Purposes and Powers of the Trust Fund............................46
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...........................47
Section 3.01. Servicer to Act as Servicer......................................47
Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations............49
Section 3.03. Successor Subservicers...........................................49
Section 3.04. Liability of the Servicer........................................49
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders............................................49
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee..........................................................49
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account................................................50
Section 3.08. Subservicing Accounts; Servicing Accounts........................52
Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans...............................................53
Section 3.10. Permitted Withdrawals from the Custodial Account.................53
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.......................................................55
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.........................................................56
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.....................57
Section 3.14. Realization Upon Defaulted Mortgage Loans........................59
i
Section 3.15. Trustee to Cooperate; Release of Mortgage Notes..................62
Section 3.16. Servicing and Other Compensation; Compensating Interest..........63
Section 3.17. Periodic Filings with the Securities and Exchange
Commission; Additional Information...............................64
Section 3.18. Annual Statement as to Compliance................................65
Section 3.19. Annual Independent Public Accountants' Servicing Report..........65
Section 3.20. Rights of the Company in Respect of the Servicer.................65
Section 3.21. Administration of Buydown Funds..................................65
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...........................................66
Section 4.01. Payment Account..................................................66
Section 4.02. Distributions....................................................67
Section 4.03. Statements to Certificateholders.................................75
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Servicer.........................................76
Section 4.05. Allocation of Realized Losses....................................77
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property....78
Section 4.07. Optional Purchase of Defaulted Mortgage Loans....................79
Section 4.08. Determination of LIBOR...........................................79
ARTICLE V THE CERTIFICATES.........................................................80
Section 5.01. The Certificates.................................................80
Section 5.02. Registration of Transfer and Exchange of Certificates............81
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates................87
Section 5.04. Persons Deemed Owners............................................87
Section 5.05. Appointment of Paying Agent......................................87
Section 5.06. Optional Purchase of Certificates................................88
ARTICLE VI THE COMPANY AND THE SERVICER.............................................89
Section 6.01. Respective Liabilities of the Company and the Servicer...........89
Section 6.02. Merger or Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by Servicer........89
Section 6.03. Limitation on Liability of the Company, the Servicer and
Others...........................................................90
Section 6.04. Company and Servicer Not to Resign...............................91
ii
ARTICLE VII DEFAULT..................................................................91
Section 7.01. Events of Default................................................91
Section 7.02. Trustee to Act; Appointment of Successor.........................93
Section 7.03. Notification to Certificateholders...............................95
Section 7.04. Waiver of Events of Default......................................95
ARTICLE VIII CONCERNING THE TRUSTEE...................................................95
Section 8.01. Duties of Trustee................................................95
Section 8.02. Certain Matters Affecting the Trustee............................97
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans............99
Section 8.04. Trustee May Own Certificates.....................................99
Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification.....99
Section 8.06. Eligibility Requirements for Trustee............................100
Section 8.07. Resignation and Removal of the Trustee..........................100
Section 8.08. Successor Trustee...............................................101
Section 8.09. Merger or Consolidation of Trustee..............................101
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................102
Section 8.11. Appointment of Custodians.......................................103
Section 8.12. Appointment of Office or Agency.................................103
ARTICLE IX TERMINATION.............................................................103
Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of
All Mortgage Loans..............................................103
Section 9.02. Additional Termination Requirements.............................106
ARTICLE X REMIC PROVISIONS........................................................106
Section 10.01. REMIC Administration............................................106
Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.......110
Section 10.03. Designation of REMIC(s).........................................110
Section 10.04. Distributions on Uncertificated REMIC I Regular Interests
and REMIC II Regular Interests..................................111
Section 10.05. Compliance with Withholding Requirements........................111
ARTICLE XI MISCELLANEOUS PROVISIONS................................................112
Section 11.01. Amendment.......................................................112
Section 11.02. Recordation of Agreement; Counterparts..........................114
Section 11.03. Limitation on Rights of Certificateholders......................114
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Section 11.04. Governing Law...................................................115
Section 11.05. Notices.........................................................115
Section 11.06. Required Notices to Rating Agency and Subservicer...............116
Section 11.07. Severability of Provisions......................................116
Section 11.08. Supplemental Provisions for Resecuritization....................117
Section 11.09. Allocation of Voting Rights.....................................117
Section 11.10. Non Petition....................................................117
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TABLE OF CONTENTS
(CONTINUED)
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
v
This is the Pooling and Servicing Agreement, dated as of March 27, 2002
(the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL ASSET
MORTGAGE PRODUCTS, INC., as the company (together with its permitted successors
and assigns, the "Company"), GMAC MORTGAGE CORPORATION, as servicer (together
with its permitted successors and assigns, the "Servicer"), and BANK ONE,
NATIONAL ASSOCIATION, a national banking association, as Trustee (together with
its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as 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.
REMIC I
REMIC I REMIC I Initial Latest
Regular Remittance Uncertificated Possible
Interests Rate Balance Maturity Date 1
Class A-1, 6.00% $5,717,000.00 May 25, 2017
Class A-2 6.00% $82,481,000.00 May 25, 2017
Class A-3 6.00% $23,000,000.00 May 25, 2017
Class A-5 5.25% $50,000,000.00 May 25, 2017
Class A-6 8.00% $18,750,000.00 May 25, 2017
Class A-7 6.00% $21,731,000.00 May 25, 2017
Class A-8 6.00% $16,000,000.00 May 25, 2017
Class A-9 6.00% $28,584,000.00 May 25, 2017
Class M-1 6.00% $1,751,000.00 May 25, 2017
Class M-2 6.00% $625,000.00 May 25, 2017
Class M-3 6.00% $375,000.00 May 25, 2017
Class B-1 6.00% $250,000.00 May 25, 2017
Class B-2 6.00% $250,000.00 May 25, 2017
Class B-3 6.00% $250,210.10 May 25, 2017
Class R-II Regular 6.00% 50.00 May 25, 2017
Interest
Class IO 2 $0.00 May 25, 2017
Class PO 0.00% $246,657.62 May 25, 2017
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"). 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
_____________
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 Balance equal to the
aggregate Stated Principal Balance of the Non-Discount Mortgage Loans
immediately prior to such Distribution Date.
2
AGGREGATE
INITIAL
CERTIFICATE
PRINCIPAl FITCH/
DESIGNATION RATE BALANCE FEATURES1 MATURITY DATE XXXXX'X DENOMINATIONS2
----------- ---- ------- -------- ------------- ------- --------------
Class A-1 6.00% $5,717,000.00 Senior/Fixed Rate May 25, 2017 AAA/Aaa $25,000.00
Class A-2 6.00% $82,481,000.00 Senior/Fixed Rate May 25, 2017 AAA/Aaa $25,000.00
Class A-3 6.00% $23,000,000.00 Senior/Fixed Rate May 25, 2017 AAA/Aaa $25,000.00
Class A-4 3 $4 Senior/Interest May 25, 2017 AAA/Aaa 5
Only/Variable
Rate/Inverse
Floater
Class A-5 5.25% $50,000,000.00 Senior/Fixed Rate May 25, 2017 AAA/Aaa $25,000.00
Class A-6 6 $18,750,000.00 Senior/Variable May 25, 2017 AAA/Aaa $25,000.00
Rate/Floater
Class A-7 6.00% $21,731,000.00 Senior/Fixed Rate May 25, 2017 AAA/Aaa $25,000.00
Class A-8 6.00% $16,000,000.00 Senior/Fixed Rate May 25, 2017 AAA/Aaa $25,000.00
Class A-9 6.00% $28,584,000.00 Xxxxxx/Xxxxxxx/XxxxXxx 00, 0000 XXX/Xxx $25,000.00
Rate
Class PO 0.00% $246,657.62 Senior/Principal May 25, 2017 AAA/Aaa $25,000.00
Only
Class IO 7 $08 Senior/Interest May 25, 2017 AAA/Aaa 9
Only/Variable
Rate
Class R-I 6.00% $50.00 Senior/ May 25, 2017 AAA/Aaa 10
Residual/Fixed
Rate
__________________
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 or Notional Amount) and
integral multiples of $1 (or $1,000 in the case of the Class PO, Class B-1,
Class B-2 and Class B-3 Certificates) in excess thereof, except that one
Certificate of any of the Class PO and Class B-1, Class B-2 and Class B-3
Certificates that contain an uneven multiple of $1,000 shall be issued in a
denomination equal to the sum of the related minimum denomination set forth
above and such uneven multiple for such Class or the sum of such
denomination and, if applicable, an integral multiple of $1,000.
3 With respect to the Class A-4 Certificates and any Distribution Date (other
than the first Distribution Date), the Pass-Through Rate will equal a per
annum rate equal to 7.50% minus LIBOR. Notwithstanding the forgoing, the
Pass-Through Rate for the Class A-4 Certificates will not be less than
0.00%. The initial Pass-Through Rate for the Class A-4 Certificates shall
be equal to 5.62000% per annum.
4 The initial Notional Amount for the Class A-4 Certificates shall be equal
to $18,750,000.00.
5 The Class A-4 Certificates shall be issuable in minimum denominations of
not less than $2,000,000 Notional Amount.
6 With respect to the Class A-6 Certificates and any Distribution Date (other
than the first Distribution Date), the Pass-Through LIBOR plus a margin of
0.50% per annum and (b) 8.00% per annum. Notwithstanding the foregoing, the
Pass-Through Rate on the Class A-6 Certificates will not be less than 0.50%
per annum. The initial Pass-Through Rate for the Class A-6 Certificates
shall be equal to 2.38000% per annum.
7 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 0.43873%.
8 The initial Notional Amount for the Class IO Certificates shall be equal to
$242,335,182.10.
9 The Class IO Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest.
Class R-II 6.00% $50.00 Senior/ May 25, 2017 AAA/Aaa 10
Residual/Fixed
Rate
Class M-1 6.00% $1,751,000.00 Mezzanine/Fixed May 25, 2017 AA/NA $25,000.00
Rate
Class M-2 6.00% $625,000.00 Mezzanine/Fixed May 25, 2017 A/NA $250,000.00
Rate
Class M-3 6.00% $375,000.00 Mezzanine/Fixed May 25, 2017 BBB/NA $250,000.00
Rate
Class B-1 6.00% $250,000.00 Subordinate/Fixed May 5, 2017 BB/NA $250,000.00
Rate
Class B-2 6.00% $250,000.00 Subordinate/Fixed May 25, 2017 B/NA $250,000.00
Rate
Class B-3 6.00% $250,210.10 Subordinate/Fixed May 25, 2017 NA/NA $250,000.00
Rate
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $250,010,967.72.
In consideration of the mutual agreements herein contained, the Company,
the Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date,
(a) as to any Class of Certificates (other than any Class PO 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),
_____________________
10 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.
3
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were made with respect to
delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Relief Act,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding sentence that are allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Advance: As to any Mortgage Loan, any advance made by the Servicer,
pursuant to Section 4.04.
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
4
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.
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)
$50,000 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
5
Mortgage Pool as of the Relevant Anniversary having a
Loan-to-Value Ratio at origination which exceeds 75% and
(ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment
for any Non-Primary Residence Loan remaining in the
Mortgage Pool which had an original Loan-to-Value Ratio of
80% or greater that would result if the Net Mortgage Rate
thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum,
(y) a number equal to the weighted average remaining term
to maturity, in months, of all Non-Primary Residence Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number
of all Non-Primary Residence Loans remaining in the
Mortgage Pool divided by the total number of Outstanding
Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary, and (ii) $50,000, over
(2) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section
4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Servicer has notified the Trustee in writing that the
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Servicer or a Subservicer, in
either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York or the Commonwealth
6
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
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.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(v) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus
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(vi) 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.
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 and Class A-9
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-1.
Class B Certificate: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit C.
Class IO Certificate: Any one of the Certificates designated as a Class
IO Certificate, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-2.
Class M Certificate: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B.
Class PO Certificate: Any one of the Certificates designated as a Class
PO Certificate, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-3.
Class PO Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class PO Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.
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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: March 27, 2002.
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, (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.
9
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 1 Bank Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0000, Attention: Corporate Trust, GMACM Mortgage Pass-Through
Certificates, Series 2002-J3.
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: March 1, 2002.
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.
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
10
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: 6.00% per annum.
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
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imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Account: An account that is any of the following: (i)
maintained with a federal or state chartered depository institution the accounts
of which are insured by the FDIC (to the limits established by the FDIC) and the
short-term debt ratings and the long-term deposit ratings of which are rated in
one of the two highest rating categories by the Rating Agencies, or (ii) a trust
account or accounts maintained with a federal or state chartered depository
institution or trust company with trust powers acting in its fiduciary capacity,
or (iii) in the case of the Payment Account, a trust account or accounts
maintained in the corporate trust division of the Trustee, or (iv) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Payment Account will not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class PO Principal Distribution
Amount (determined without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and
Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
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Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using
military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive
force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
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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, Inc. or its successor in interest.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the 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
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
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each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Xxxxxxx Mac: Federal Home Loan Mortgage Corporation, or Xxxxxxx Mac, a
corporate instrumentality of the United States created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
GMAC: General Motors Acceptance Corporation, a Delaware corporation.
GMACM: GMAC Mortgage Corporation, a Pennsylvania corporation, in its
capacity as a seller of a portion of the Mortgage Loans to the Company and as
servicer prior to the date hereof of the mortgage loans transferred by Xxxxxx
Funding LLC to the Company pursuant to the Purchase Agreement, 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, Xxxxxx
Funding LLC 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, Xxxxxx Funding LLC or the Trustee or in an Affiliate
thereof, and (iii) is not connected with the Company, the Servicer, Xxxxxx
Funding LLC or the Trustee as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Preliminary Statement hereto.
Initial Subordinate Class Percentage: 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: 0.70% Class B-1: 0.10%
Class M-2: 0.25% Class B-2: 0.10%
Class M-3: 0.15% 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
15
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, other than
the Variable Rate Certificates, and any Distribution Date, the calendar month
preceding the month in which such Distribution Date occurs. With respect to the
Variable Rate Certificates and any Distribution Date, the one month period
beginning on the 25th day of the preceding calendar month and ending on the 24th
day of the month in which such Distribution Date occurs.
Interest Only Certificates: Any one of the Certificates designated as a
Class A-4 Certificate or 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.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month Eurodollar deposits,
determined on the preceding LIBOR Rate Adjustment Date as set forth in Section
4.08 hereof.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the city of London, England are
required or authorized by law to be closed.
LIBOR Rate Adjustment Date: With respect to any Interest Accrual Period
for the Variable Rate Certificates, the second LIBOR Business Day preceding the
commencement of such Interest Accrual Period.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Servicer in connection with the taking of an entire Mortgaged Property by
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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
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-9
Certificate.
Lockout Certificate Share: With respect to any Distribution Date, the
product of (i)(A) the Certificate Principal Balance of the Class A-9
Certificates, divided by (B) the aggregate Certificate Principal Balance of the
Senior Certificates, other than the Class A-2, Class A-3, Class PO and Class R
Certificates, and (ii) 57.16731449%.
Lockout Prepayment Percentage: With respect to any Distribution Date
occurring prior to the Distribution Date in April 2007, 0%. With respect to any
Distribution Date thereafter, the percentage indicated below:
Distribution Date Lockout Distribution Percentage
April 2007 through March 2008 30%
April 2008 through March 2009 40%
April 2009 through March 2010 60%
April 2010 through March 2011 80%
April 2011 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, May 25, 2017.
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.
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Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
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;
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(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 "Bank
One, National Association, as Trustee under that certain Pooling and
Servicing Agreement dated as of March 27, 2002, for GMACM Mortgage
Pass-Through Certificates, Series 2002-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
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 Mae 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;
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(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii)The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests
of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(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 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
20
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit E (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) loan number;
(b) state code;
(c) zip code;
(d) the Loan-to-Value Ratio;
(e) the original principal balance and date of the Mortgage Note;
(f) the first Due Date;
(g) the type of Mortgaged Property;
(h) the scheduled monthly payment in effect as of the Cut-off Date;
(i) the principal balance as of the Cut-off Date;
(j) the Mortgage Rate as of the Cut-off Date;
(k) the occupancy status;
(l) the purpose of the Mortgage Loan;
(m) the paid-through date of the Mortgage Loan;
(n) the documentation type; and
(o) the code "Y" under the column "BUYDOWN", indicating that the Mortgage Loan
is a Buydown Mortgage Loan, if applicable.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans consisting of the Mortgage Loans.
21
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, the related Mortgage Rate
minus the Servicing Fee Rate.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Servicer, will not, or,
in the case of a proposed Advance, would not, be ultimately recoverable by the
Servicer from related Late Collections, Insurance Proceeds, Liquidation
Proceeds, REO Proceeds or amounts reimbursable to the Servicer pursuant to
Section 4.02(a) hereof. The determination by the Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate delivered
to the Company 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
A-4 Certificates, an amount equal to the Certificate Principal Balance of the
Class A-6 Certificates immediately prior to such date. 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.
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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.
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 0.43873% per annum. The
Class PO Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Payment Account: The separate account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "Bank One, National
Association, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates, Series
2002-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 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;
23
(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
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, 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
24
in the case of Moody's, and references herein to the highest short-term rating
category available shall mean F-1 in the Case of Fitch and P-1 in the case of
Moody's.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 300% 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
April 2007 (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
25
(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
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.
26
Prepayment Period: As to any Distribution Date and Principal Prepayment
in Full, the period commencing of the 16th day of the month prior to that
Distribution Date and ending on the 15th day of the month in which the
Distribution Date occurs.
Primary Insurance Policy: The policy, if any, of primary mortgage guaranty
insurance related to a Mortgage Loan.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
the Closing Date, among GMACM, as a seller, Xxxxxx Funding LLC, as a seller, and
the Company, as purchaser, and all amendments thereof and supplements thereto.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02, 2.04
or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof plus the principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Mortgage Rate (or Modified Net Mortgage Rate plus
the rate per annum at which the Servicing Fee is calculated in the case of a
Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by
the Servicer) on the Stated Principal Balance thereof to the Due Date in the Due
Period related to the Distribution Date occurring in the month following the
month of purchase from the Due Date to which interest was last paid by the
Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
either Seller or GMACM 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 such Seller
or GMACM 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;
27
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v) comply with each representation and warranty made by GMACM and the related
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,
(vii) 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
(viii) 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: Fitch and Xxxxx'x with respect to the Senior Certificates
and Fitch with respect to the Class X-0, Xxxxx X-0, Class M-3, Class B-1 and
Class B-2 Certificates. If any agency or a successor is no longer in existence,
"Rating Agency" shall be such statistical credit rating agency, or other
comparable Person, designated by the Company, notice of which designation shall
be given to the Trustee and the Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance
of the Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced to Certificateholders up to
the Due Date in the Due Period related to the Distribution Date on
which such Realized Loss will be allocated pursuant to Section 4.05 on
the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or
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
28
reimbursable to the Servicer or any Subservicer with respect to
related Advances or expenses as to which the Servicer or Subservicer
is entitled to reimbursement thereunder but which have not been
previously reimbursed,
(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) any
such amount with respect to a Monthly Payment that was or would
have been due in the month immediately following the month in
which a Principal Prepayment or the Purchase Price of such
Mortgage Loan is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Servicer has
notified the Trustee in writing that the Servicer is diligently pursuing any
remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage
Loan is not in default with regard to payments due thereunder or (B) delinquent
payments of principal and interest under the related Mortgage Loan and any
premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage Loan are being advanced on a current
basis by the Servicer or a Subservicer, in either case without giving effect to
any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Reference Bank Rate: The rates at which deposits in U.S. Dollars are
offered by the reference banks (which shall be three major banks that are
engaged in transactions in the London interbank market, selected by the Trustee
after consultation with the Servicer) as of 11:00 A.M., London time, on the day
that is one LIBOR Business Day prior to the immediately preceding Distribution
Date to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the aggregate Certificate Principal Balance of
the Class A-6 Certificates then outstanding.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that
is not collectible from the Mortgagor pursuant to the Relief Act.
29
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.
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 seventeen 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 seventeen 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 A-2, Class A-3,
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Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, 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.
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.
Scheduled Final Distribution Date: May 25, 2017.
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Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit L.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Sellers: GMACM and Xxxxxx Funding LLC.
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 not occur as of any Distribution Date if either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is more than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged
over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six
months, exceeds 2% and (2) Realized Losses on the Mortgage Loans to date
for such Distribution Date if occurring during the sixth, seventh,
eighth, ninth or tenth year (or any year thereafter) after the Closing
Date are more than 30%, 35%, 40%, 45% or 50%, respectively, of the sum
of the Initial Certificate Principal Balances of the Subordinate
Certificates, or
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(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, exceeds 4% and (2)
Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are more than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Senior Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class PO
Certificates) 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 Section 4.02(b)(ii); and (b) the sum of
the amounts required to be distributed to the Senior Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xviii).
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property or, with respect to a
Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or
judicial proceedings, including foreclosures, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan being
registered on the MERS System, (iii) the management and liquidation of any REO
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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
$1,250,255 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 16.30% (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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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) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
35
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) to the extent not payable
to the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and Curtailments
received in the preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments with respect to
a Discount Mortgage Loan) to the extent not payable to the Senior Certificates;
(iv) if such Class is the Class of Subordinate Certificates with the Highest
Priority, any Excess Subordinate Principal Amount for such Distribution Date 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
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.
36
Telerate Screen Page 3750: The display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks).
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
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
37
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.
Variable Rate Certificates: The Class A-4 Certificates and Class A-6
Certificates.
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.
Xxxxxx Funding LLC: Xxxxxx Funding LLC, a Delaware limited liability
company, in its capacity as a seller of a portion of the Mortgage Loans to the
Company, and any successor thereto.
Section 1.02. Use of Words and Phrases.
"Herein," "hereby," "hereunder," `hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
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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
related Seller or GMACM 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
document or documents have not been returned from the applicable public
39
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 related 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
Sellers, 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.
40
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 by GMACM
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 related 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
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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 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 each 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 such
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 either 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 either Seller or the Company and (3) any transfer of any
interest of either 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.
Section 2.02. Acceptance by Trustee.
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The Trustee acknowledges that the Custodian, acting on behalf of the
Trustee, has received (subject to any exceptions noted in the custodian
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.
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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 Sellers, 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.
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:
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(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;
(iv) The Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely
affect the condition (financial or other) or operations of the
Servicer or its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened against the Servicer which would prohibit
its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer, statement furnished in
writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Servicer will, to the knowledge of
the Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(viii) The Servicer is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of
MERS in connection with the servicing of the Mortgage Loans that
are registered with MERS.
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It is understood and agreed that the representations and warranties set forth in
this Section 2.03 shall survive delivery of the respective Mortgage Files to the
Custodian, if any, or the Trustee.
Section 2.04. Representations and Warranties of the Sellers and GMACM.
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 Sellers and GMACM 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 Xxxxxx Funding LLC or GMACM
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 GMACM or Xxxxxx Funding LLC, as applicable, of such breach
and request that such Person either (i) cure such breach in all material
respects within 90 days from the date such Person 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, GMACM or Xxxxxx Funding LLC, as applicable, 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 or Xxxxxx Funding LLC
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 such Person
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 such Person 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 such Person 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
GMACM or Xxxxxx Funding LLC, as applicable, shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Servicer shall
amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions,
for the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of
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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 GMACM and
the related 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 GMACM or Xxxxxx Funding LLC 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 each Seller and GMACM
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 related 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 Files to the Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund and/or the 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:
(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;
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(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
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or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the Servicer
in accordance with Section 3.16(c), with no right of reimbursement; provided,
that if, as a result of MERS discontinuing or becoming unable to continue
operations in connection with the MERS System, it becomes necessary to remove
any Mortgage Loan from registration on the MERS System and to arrange for the
assignment of the related Mortgages to the Trustee, then any related expenses
shall be reimbursable to the Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a), the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause
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 Sellers' Obligations.
The Servicer may enter into Subservicing Agreements with Subservicers,
for the servicing and administration of all or some of the Mortgage Loans. Each
Subservicer of a Mortgage Loan shall be entitled to receive and retain, as
provided in the related Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such Mortgage Loan after
payment of all amounts required to be remitted to the Servicer in respect of
such Mortgage Loan. Any Subservicing Fee shall be paid by the Servicer out of
the Servicing Fee for the related Mortgage Loans. Unless the context otherwise
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requires, references in this Agreement to actions taken or to be taken by the
Servicer in servicing the Mortgage Loans include actions taken or to be taken by
a Subservicer on behalf of the Servicer.
Section 3.03. Successor Subservicers.
The Servicer shall be entitled to terminate any Subservicing Agreement
that may exist in accordance with the terms and conditions of such Subservicing
Agreement and without any limitation by virtue of this Agreement; provided,
however, that in the event of termination of any Subservicing Agreement by the
Servicer or the Subservicer, the Servicer shall either act as servicer of the
related Mortgage Loan or enter into a Subservicing Agreement with a successor
Subservicer which will be bound by the terms of the related Subservicing
Agreement.
Section 3.04. Liability of the Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Servicer or a
Subservicer or reference to actions taken through a Subservicer or otherwise,
the Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement with a Subservicer or Seller for
indemnification of the Servicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) If the Servicer shall for any reason no longer be the servicer (including by
reason of an Event of Default), the Trustee, its designee or its successor shall
thereupon assume all of the rights and obligations of the Servicer under each
Subservicing Agreement that may have been entered into. The Trustee, its
designee or the successor servicer for the Trustee shall be deemed to have
assumed all of the Servicer's interest therein and to have replaced the Servicer
as a party to the Subservicing Agreement to the same extent as if the
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.
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(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
best efforts to effect the orderly and efficient transfer of each Subservicing
Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Servicer shall make reasonable efforts to collect all payments called
for under the terms and provisions of the Mortgage Loans, and shall, to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment and which are
normal and usual in its general mortgage servicing activities. Consistent with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or any prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Note for a period not greater than 180 days; provided, however, that
the Servicer shall first determine that any such waiver or extension will not
impair the coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. In the event of any such
arrangement, the Servicer shall make timely advances on the related Mortgage
Loan during the scheduled period in accordance with the amortization schedule of
such Mortgage Loan without modification thereof by reason of such arrangements
unless otherwise agreed to by the Holders of the Classes of Certificates
affected thereby; provided, however, that no such extension shall be made if any
such advance would be a Nonrecoverable Advance. Consistent with the terms of
this Agreement, the Servicer may also waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of strict compliance with any such
term or in any manner grant indulgence to any Mortgagor if in the Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, that the Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable; and provided, further, that no such modification shall reduce the
interest rate on a Mortgage Loan below the sum of the Pool Strip Rate and the
Servicing Fee Rate. In connection with any Curtailment of a Mortgage Loan, the
Servicer, to the extent not inconsistent with the terms of the Mortgage Note and
local law and practice, may permit the Mortgage Loan to be reamortized such that
the Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Balance thereof by the original Maturity Date based
on the original Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes, except if such reissuance is described in Treasury
Regulation Section 1.860G-2(b)(3). The Servicer shall not be required to
institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note or otherwise or against any public or
50
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 2002-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
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
51
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.
(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
52
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 2002-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:
(i) to make deposits into the Payment Account in the amounts and in the
manner provided for in Section 4.01;
53
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01,
3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable
pursuant to the terms of this Agreement, such withdrawal right being
limited to amounts received on particular Mortgage Loans (including,
for this purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to
Section 2.02, 2.04 or 4.07) which represent (A) Late Collections of
Monthly Payments for which any such advance was made in the case of
Subservicer Advances or Advances pursuant to Section 4.04 and (B)
recoveries of amounts in respect of which such advances were made in
the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if not previously
retained by such Subservicer) out of each payment received by the
Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of
any such payment as to interest (but not in excess of the Servicing
Fee and the Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest being
interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) on the amount specified in the
amortization schedule of the related Mortgage Loan as the principal
balance thereof at the beginning of the period respecting which such
interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or
investment income earned on funds and other property deposited in or
credited to the Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure
Profits, and any amounts remitted by Subservicers or received from
Mortgagors as interest in respect of Curtailments;
(vi) to pay the related Seller or 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 Advances in the manner and to the extent provided in
subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment
of the Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Servicer pursuant to Section 4.02(a);
54
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11,
3.13, 3.14(c), 6.03, 10.01 or otherwise;
(ix) to reimburse itself for Servicing Advances expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to
the extent not otherwise reimbursed pursuant to clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v)
and (vi), the Servicer's entitlement thereto is limited to collections or other
recoveries on the related Mortgage Loan, the Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
of justifying any withdrawal from the Custodial Account pursuant to such
clauses.
(c) The Servicer shall be entitled to reimburse itself or the related
Subservicer for any Advance made in respect of a Mortgage Loan that the Servicer
determines to be a Nonrecoverable Advance by withdrawal from the Custodial
Account of amounts on deposit therein attributable to the Mortgage Loans on any
Payment Account Deposit Date succeeding the date of such determination. Such
right of reimbursement in respect of a Nonrecoverable Advance on any such
Payment Account Deposit Date shall be limited to an amount not exceeding the
portion of such Advance previously paid to Certificateholders (and not
theretofore reimbursed to the Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Servicer shall not take, or permit any Subservicer to take, any action
which would result in non-coverage under any applicable Primary Insurance Policy
of any loss which, but for the actions of the Servicer or Subservicer, would
have been covered thereunder. To the extent coverage is available, the Servicer
shall keep or cause to be kept in full force and effect a Primary Insurance
Policy in the case of each Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%, until the principal balance of the related
Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the
appraised value based on the most recent appraisal of the Mortgaged Property
performed by a qualified appraiser, such appraisal to be included in the related
servicing file. The Servicer shall not cancel or refuse to renew any such
Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or
consent to any Subservicer canceling or refusing to renew any such Primary
Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in
effect at the date of the initial issuance of the Certificates and is required
to be kept in force hereunder unless the replacement Primary Insurance Policy
for such canceled or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than the lower of
the then-current rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency. In connection with any assumption or
55
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
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
56
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.
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
57
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
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
58
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
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
59
Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such
a determination by the Servicer pursuant to this Section 3.14(a), the Servicer
shall be entitled to reimbursement of such amounts pursuant to Section 3.10. If
the Servicer has knowledge that a Mortgaged Property which the Servicer is
contemplating acquiring in foreclosure or by deed in lieu of foreclosure is
located within a one (1) mile radius of any site listed in the Expenditure Plan
for the Hazardous Substance Clean Up Bond Act of 1984 or other site with
environmental or hazardous waste risks known to the Servicer, the Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review procedures.
The Servicer shall, either itself or through an agent selected by the
Servicer, and in accordance with the Xxxxxx Xxx guidelines, manage, conserve,
protect and operate each REO Property in the same manner that it manages,
conserves, protects and operates other foreclosed property for its own account,
and in the same manner that similar property in the same locality as the REO
Property is managed. Each disposition of REO Property shall be carried out by
the Servicer at such price and upon such terms and conditions as the Servicer
deems to be in the best interest of the Certificateholders.
Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Servicer
the related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Servicer, in each case
without recourse, as shall be necessary to vest in the Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Servicer's sole discretion with respect to
any defaulted Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have
occurred if substantially all amounts expected by the Servicer to be received in
connection with the related defaulted Mortgage Loan or REO Property have been
received, and (ii) for purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled collections
or the amount of any Realized Loss, the Servicer may take into account minimal
amounts of additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in connection with the
related defaulted Mortgage Loan or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as an REO
Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
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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
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
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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.
(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
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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
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.
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(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.
Within 15 days after each Distribution Date, the Trustee shall, in
accordance with industry standards, file with the Securities and Exchange
Commission (the "Commission") via the Electronic Data Gathering and Retrieval
System ("XXXXX"), a Form 8-K with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 31, 2003, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable,
with the Commission via XXXXX. Prior to March 30, 2003 and prior to March 30th
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 file 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 to the Trustee a limited power of attorney to execute and file each such
document on behalf of the Company. Such power of attorney shall continue until
either the earlier of (i) receipt by the Trustee from the Company of written
termination of such power of attorney and (ii) the termination of the Trust
Fund. The Company agrees to promptly furnish to the Trustee, from time to time
upon request, such further information, reports, and financial statements within
its control related to this Agreement and the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with the
Commission. The Trustee shall have no responsibility to file any items other
than those specified in this section.
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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, 2002, an Officer's
Certificate stating, as to the signer thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of the
performance of the Servicer under this Agreement has been made under such
officer's supervision and (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof except for such defaults as such officer in his or her
good faith judgment believes to be immaterial.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before 90 days after the end of the Servicer's fiscal year,
commencing with its 2002 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.
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(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Servicer shall
withdraw from the Buydown Account and remit any Buydown Funds remaining in the
Buydown Account in accordance with the related buydown agreement. The amount of
Buydown Funds which may be remitted in accordance with the related buydown
agreement may reduce the amount required to be paid by the Mortgagor to fully
prepay the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults on such Mortgage Loan during the Buydown Period and the property
securing such Buydown Mortgage Loan is sold in the liquidation thereof (either
by the Servicer or the insurer under any related Primary Insurance Policy), the
Servicer shall withdraw from the Buydown Account the Buydown Funds for such
Buydown Mortgage Loan still held in the Buydown Account and deposit the same in
the Custodial Account or, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer and such insurer
pays all of the loss incurred in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to reduce the amount owed on
the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Payment Account.
(a) The Trustee shall establish and maintain a Payment Account in which the
Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00
P.M. New York time on each Payment Account Deposit Date by wire transfer of
immediately available funds an amount equal to the sum of (i) any Advance for
the immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Payment Account pursuant to Section 3.12(a), (iii) any amount
required to be deposited in the Payment Account pursuant to Section 4.07, (iv)
any amount required to be paid pursuant to Section 9.01 and (v) all other
amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) The Trustee may invest, or cause the institution maintaining the Payment
Account to invest, or hold uninvested, the funds in the Payment Account in
Permitted Investments designated in the name of the Trustee for the benefit of
the Certificateholders, which shall mature or be payable on demand not later
than the Business Day next preceding the Distribution Date next following the
date of such investment (except that (i) any investment in the institution with
which the Payment Account is maintained may mature or be payable on demand on
such Distribution Date and (ii) any other investment may mature or be payable on
demand on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Payment Account in the amount payable on such
investment on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment or from uninvested balances in the Payment Account shall be for the
benefit of the Trustee and shall be subject to its withdrawal or order from time
to time. The amount of any losses incurred in respect of any such investments
shall be deposited in the Payment Account by the Trustee out of its own funds
immediately as realized without any right of reimbursement.
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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:
(i) to the Senior Certificates (other than the Class PO Certificates) on a
pro rata basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as
provided in the last paragraph of this Section 4.02(a), in each case
in respect of interest on such Class; and
(ii) (X) to the Class PO Certificates, the Class PO Principal Distribution
Amount (as defined in Section 4.02(b)(i) herein); and
(Y) to the Senior Certificates (other than the Class PO Certificates),
in the priorities and amounts set forth in Section 4.02(b) through (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)
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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 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
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in the related Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments, with respect to
each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution Date;
and
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C)
of this Section 4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that such
amounts are not attributable to Realized Losses which have been
allocated to the Subordinate Certificates;
(iii)if the Certificate Principal Balances of the Subordinate Certificates have
not been reduced to zero, to the Servicer or a Subservicer, by remitting
for deposit to the Custodial Account, to the extent of and in reimbursement
for any Advances or Subservicer Advances previously made with respect to
any Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that were made with respect
to delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(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;
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(viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause
(x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause
(x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the Class B-1
Certificates;
(xii)to the Holders of the Class B-2 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date minus (y) the amount of any Class PO Collection
Shortfalls for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause
(x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class B-2
Certificates;
(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
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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
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
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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
(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) the Senior Principal Distribution Amount shall be distributed concurrently
as follows:
(A) 42.0000000000% of the Senior Principal Distribution Amount will
be distributed sequentially as follows:
(1) first, to the Class R-I and Class R-II Certificates, pro
rata according to their Certificate Principal Balances,
until the Certificate Principal Balances thereof have been
reduced to zero;
(2) second, to the Class A-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(3) third, to the Class A-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(B) 57.1673141449% of the Senior Principal Distribution Amount will
be distributed sequentially as follows:
(1) first, to the Lockout Certificates, in an amount equal to
the sum of:
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(a) the Lockout Certificate Share of the aggregate of the
collections described in clauses (ii)(Y)(A), (B) and
(E) (to the extent clause (E) relates to clause (A) or
(B)) of Section 4.02(a); and
(b) the Lockout Prepayment Percentage of the Lockout
Certificate Share of the aggregate of the collections
described in clauses (ii)(Y)(C) and (E) (to the extent
clause (E) related to clause (C)) of Section 4.02(a);
provided that, if the aggregate of the amounts set forth in
clauses (ii)(Y)(A), (B), (C) and (E) of Section 4.02(a) and
available for distribution under this clause (ii)(B) is more
than the balance of the Available Distribution Amount
remaining after the Senior Interest Distribution Amount and
the Class PO Principal Distribution Amount have been
distributed, the amount paid to the Lockout Certificates
pursuant to this clause (ii)(B) shall be reduced by an
amount equal to the Lockout Certificates' pro rata share,
based on the Certificate Principal Balance thereof relative
to the aggregate Certificate Principal Balance of the Senior
Certificates, other than the Class A-2, Class A-3, Class PO
and Class R Certificates, of such difference;
(2) second, to the Class A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(3) third, to the Class A-5 and Class A-6 Certificates, pro
rata, according to their Certificate Principal Balances,
until the Certificate Principal Balances thereof have been
reduced to zero;
(4) fourth, to the Class A-7 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(5) fifth, to the Class A-8 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(6) sixth, to the Lockout Certificates until the Certificate
Principal Balance of the Lockout Certificates 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 remaining Senior Certificates
(other than the Class PO Certificates) pro rata in accordance with their
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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 related
Seller pursuant to the Purchase Agreement), the Servicer shall distribute such
amounts to the applicable Certificateholders of the Class or Classes to which
such Realized Loss was allocated, if applicable (with the amounts to be
distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts
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 bond, insurance policy
or similar instrument or a reserve fund, or a combination thereof. Any amount to
be so distributed with respect to the Certificates of any Class shall be
distributed by the Servicer to the Certificateholders of record as of the Record
Date immediately preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class IO Certificates), on a pro rata
basis based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date and (ii) with respect to the Class IO Certificates,
to the Class IO Certificates in the same proportion as the related Realized Loss
was allocated. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(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
74
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 Trustee shall make available to
Certificateholders, and other parties to this Agreement via the Trustee's
internet website a statement as to each Class of Certificates and the Mortgage
Pool that includes the information set forth in Exhibit M attached hereto.
The Trustee's internet website shall initially be located at
"xxx.xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by
calling the Trustee's customer service desk at (000) 000-0000. Parties that are
unable to use the website are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Trustee shall have the right to change the way Distribution Date statements are
distributed in order to make such distribution more convenient and/or more
accessible to the above parties, provided that such procedures are no less
convenient for the Certificateholders, and the Trustee shall provide timely and
adequate notification to all above parties regarding any such changes.
(b) Within a reasonable period of time after the end of each calendar year, the
Trustee shall prepare, or cause to be prepared, and shall forward, or cause to
be forwarded, to each Person who at any time during the calendar year was the
Holder of a Certificate, other than a Class R Certificate, a statement
containing the information set forth in clauses (i) and (ii) of subsection (a)
above aggregated for such calendar year or applicable portion thereof during
which such Person was a Certificateholder. Such obligation of the Trustee shall
75
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
calculations 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
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
76
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.
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
77
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. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
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,
78
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.
Section 4.08. Determination of LIBOR.
On each LIBOR Rate Adjustment Date, the Trustee shall determine LIBOR
for the Interest Accrual Period related to the next Distribution Date. As to any
Interest Accrual Period, other than the first Interest Accrual Period, LIBOR
will equal the rate for United States dollar deposits for one month which
appears on the Telerate Screen Page 3750 of the Bridge Telerate Capital Markets
Report as of 11:00 A.M., London time, on the related LIBOR Rate Adjustment Date.
If such rate does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be selected by the
Trustee after consultation with the Servicer), the rate will be the Reference
Bank Rate. The Trustee will request the principal London office of each of the
reference banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate will be the arithmetic mean of the quotations.
If on such date fewer than two quotations are provided as requested, the rate
will be the arithmetic mean of the rates quoted by one or more major banks in
New York City, selected by the Trustee after consultation with the Servicer, as
of 11:00 A.M., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts approximately equal
to the aggregate Certificate Principal Balance of the Variable Rate Certificates
then outstanding. If no such quotations can be obtained, the rate will be LIBOR
for the prior Distribution Date, or, in the case of the first LIBOR Rate
Adjustment Date, 1.88000%; provided however, if, under the priorities described
above, LIBOR for a Distribution Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee shall
select an alternative comparable index (over which the Trustee has no control),
used for determining one-month Eurodollar lending rates that is calculated and
published (or otherwise made available) by an independent party.
The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the Pass-Through Rates applicable to the Variable Rate
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Senior, Class M, Class B and Class R Certificates shall be substantially
in the forms set forth in Exhibits A, B, C and D, respectively, and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of the Company
upon receipt by the Trustee or one or more Custodians of the documents specified
in Section 2.01. The Certificates shall be issuable in the minimum denominations
designated in the Preliminary Statement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized signatory of the Trustee. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
authorized signatories of the Trustee shall bind the Trustee, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Certificate or did not hold such offices
at the date of such Certificates. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there appears
on such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Certificate Registrar by manual signature,
and such certificate upon any Certificate shall be conclusive evidence, and the
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
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deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Servicer nor the Trustee shall
be liable for any actions taken by the Depository or its nominee, including,
without limitation, any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Servicer shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
(b) Upon surrender for registration of transfer of any Certificate at any office
or agency of the Trustee maintained for such purpose pursuant to Section 8.12
and, in the case of any Class M, Class B or Class R Certificate, upon
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.
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(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
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
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Company or the Servicer or (B) the prospective Transferee shall be required to
provide the Trustee, the Company and the Servicer with a certification to the
effect set forth in paragraph six of Exhibit H (with respect to any Class B
Certificate) or paragraph fourteen of Exhibit G-1 (with respect to any Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such Transferee or the Person in whose name
such registration is requested either (a) is not an employee benefit plan or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code, or any Person (including an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets" of any such
plan to effect such acquisition (each, a "Plan Investor") or (b) in the case of
any Class B Certificate, the following conditions are satisfied: (i) such
Transferee is an insurance company, (ii) the source of funds used to purchase
and hold such Certificate (or interest therein) is an "insurance company general
account" (as defined in U.S. Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (iii) the conditions set forth in Sections I and
III of PTCE 95-60 have been satisfied (each entity that satisfies this clause
(b), a "Complying Insurance Company").
(ii) Any Transferee of a 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), and PTE 2000-58, 65 Fed. Reg. 67765 (November
13, 2000) (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 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) 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 (other than a Class R 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
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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
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
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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
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
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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 and any potentially affected Person, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an
Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Trustee before it will provide
such information to any such potentially affected Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade
its then-current ratings, if any, of any Class of the
Senior, Class M or Class B Certificates below 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.
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(g) No service charge shall be made for any transfer or exchange of Certificates
of any Class, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by
the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Servicer, the Trustee, the Certificate Registrar and any agent
of the Company, the Servicer, the Trustee, or the Certificate Registrar may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.02 and for all other purposes whatsoever, except as and to the extent provided
in the definition of "Certificateholder," and neither the Company, the Servicer,
the Trustee, the Certificate Registrar nor any agent of the Company, the
Servicer, the Trustee, or the Certificate Registrar shall be affected by notice
to the contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Trustee shall
deposit or cause to be deposited with the Paying Agent a sum sufficient to make
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
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Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be distributed to such Certificateholders. Any
sums so held by such Paying Agent shall be held only in Eligible Accounts to the
extent such sums are not distributed to the Certificateholders on the date of
receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance, prior
to giving effect to distributions to be made on such Distribution Date, is less
than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans,
the Servicer shall have the right, at its option, to purchase the Certificates
in whole, but not in part, at a price equal to the outstanding Certificate
Principal Balance of such Certificates plus the sum of Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest.
(b) The Servicer shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Servicer anticipates that it 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 and not later than the 25th day of the month next preceding
the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein
designated,
(ii) the purchase price therefor, if known, and
(iii)that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Servicer gives the notice specified above, the Servicer shall deposit in
the Payment Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased pursuant
to Section 5.06(a) by the Holders thereof, the Trustee shall distribute to such
Holders an amount equal to the outstanding Certificate Principal Balance thereof
plus the sum of Accrued Certificate Interest thereon for the related Interest
Accrual Period and any previously unpaid Accrued Certificate Interest with
respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or before
the Distribution Date on which a purchase pursuant to this Section 5.06 is to be
made, the Trustee shall on such date cause all funds in the Payment Account
deposited therein by the Servicer pursuant to Section 5.06(b) to be withdrawn
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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 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.
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(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
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
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expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Company nor the Servicer shall be under any obligation to
appear in, prosecute or defend any legal or administrative action, proceeding,
hearing or examination that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or
liability; provided, however, that the Company or the Servicer may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Company and the
Servicer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as provided by Section
3.10 and, on the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Servicer shall resign from its respective obligations and duties hereby imposed
on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
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
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(ii) the Servicer shall fail to observe or perform in any material respect
any other of the covenants or agreements on the part of the Servicer
contained in the Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a period of 30 days (except
that such number of days shall be 15 in the case of a failure to pay
the premium for any Required Insurance Policy) after the date on which
written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee or the Company,
or to the Servicer, the Company and the Trustee by the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii)a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar
law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Servicer or of, or relating to, all or substantially
all of the property of the Servicer; or
(v) the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Servicer shall notify the Trustee pursuant to Section 4.04(b) that
it is unable to deposit in the Payment Account an amount equal to the
Advance.
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
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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.
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
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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 Sellers, the Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.
If the Trustee becomes the successor to the Servicer hereunder, the
Trustee shall be entitled to be reimbursed by the Servicer for all costs
associated with the transfer of the servicing of the Mortgage Loans to the
Trustee, including any costs or expenses associated with the complete transfer
of all servicing data and the completion, correction or manipulation of such
servicing data as may be required by the Trustee to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Trustee to
service the Mortgage Loans in accordance with this Agreement. To the extent that
any such costs and expenses of the Trustee resulting from the termination of the
Servicer pursuant to this Section 7.02 are not reimbursed by the terminated
Servicer, the Trustee shall be entitled to reimbursement of such costs and
expenses from the Payment Account.
Any successor, including the Trustee, to the Servicer shall maintain in
force during its term as Servicer hereunder insurance policies and fidelity
bonds as may be required to be maintained by the Servicer pursuant to Section
3.12.
If the Trustee shall succeed to any duties of the Servicer with respect
to the Mortgage Loans as provided herein, it shall do so in a separate capacity
and not in its capacity as Trustee and, accordingly, the provisions of Article
VIII shall be inapplicable to the Trustee in its duties as successor Servicer in
the servicing of the Mortgage Loans (although such provisions shall continue to
apply to the Trustee in its capacity as trustee); the provisions of Article III,
however, shall apply to the Trustee in its capacity as successor Servicer.
(b) In connection with the termination or resignation of the Servicer hereunder,
either (i) the successor Servicer, including the Trustee if the Trustee is
acting as successor Servicer, shall represent and warrant that it is a member of
MERS in good standing and shall agree to comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS, in which case the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to revise
its records to reflect the transfer of servicing to the successor Servicer as
necessary under MERS' rules and regulations, or (ii) the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to execute and
deliver an assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Servicer. The predecessor Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing any
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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.
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
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Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Servicer such information as the Servicer may reasonably request
from time to time for the Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of any portion of
the 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.
(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
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knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this
Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of
its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all
federal, state and local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.
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;
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(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the
curing or waiver of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it
by the terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such examination shall be
paid by the Servicer, if an Event of Default shall have occurred and
is continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through
Affiliates, agents or attorneys; and
(vii)To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Servicer that the Trustee
is required to sign as determined by the Servicer pursuant to
applicable federal, state or local tax laws, provided that the
Servicer shall indemnify the Trustee for signing any such Tax Returns
that contain errors or omissions.
(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).
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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.
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.
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Notwithstanding the foregoing, the indemnification provided by the
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Company. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.06 and shall fail to resign after written request
therefor by the Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee. In addition, in the event that the Company
determines that the Trustee has failed (i) to distribute or cause to be
distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Servicer or the Company) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of clause (ii) above) after
the date on which written notice of such failure, requiring that the same be
remedied, shall have been given to the Trustee by the Company, then the Company
may remove the Trustee and appoint a successor trustee by written instrument
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delivered as provided in the preceding sentence. In connection with the
appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Company, one complete set to the Trustee so removed and one
complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held by a Custodian,
which shall become the agent of any successor trustee hereunder), and the
Company, the Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this
Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
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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
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
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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 Sellers 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 Sellers if the Trustee receives
written confirmation from each Rating Agency that such appointment will not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
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 the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 00 Xxxxx Xxxxxx, Xxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 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.
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
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upon the last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance
with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Servicer of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund
at a price equal to 100% of the unpaid principal balance of each
Mortgage Loan or, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of any Modified Mortgage Loan) to, but not including,
the first day of the month in which such repurchase price is
distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx,
the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof and provided further that the purchase price
set forth above shall be increased as is necessary, as determined by
the Servicer, to avoid disqualification of any portion of 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 60 days' prior notice of
the Distribution Date on which the Servicer anticipates that the final
distribution will be made to Certificateholders (whether as a result of the
exercise by the Servicer of its right to purchase the assets of the Trust Fund
or otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Servicer (if it is
exercising its right to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to the Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
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(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
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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
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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
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
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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
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. Wherever in this Agreement a contemplated action may
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel
that such action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and that all other preconditions to the taking of such action have been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Servicer or the REMIC Administrator, as
applicable, has advised it in writing that it has received an Opinion of Counsel
to the effect that an Adverse REMIC Event could occur with respect to such
action. In addition, prior to taking any action with respect to 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
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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.
(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
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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, 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 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
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interests" in the 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.
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Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time
by the Company, the Servicer and the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may
be inconsistent with any other provisions herein or therein or to
correct any error,
(iii)to modify, eliminate or add to any of its provisions to such extent
as shall be necessary or desirable to maintain the qualification of
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
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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
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
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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.
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
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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 which shall be deemed to have been duly given only when received), to
the appropriate address for each recipient listed in the table below or, in each
case, such other address as may hereafter be furnished in writing to the
Servicer, the Trustee and the Company, as applicable:
Recipient Address
Company 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President
Servicer 000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000,
Attention: President
Trustee 0 Xxxx Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Moody's 00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fitch Xxx Xxxxx Xxxxxx 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
115
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section 11.06. Required Notices to Rating Agency and Subservicer.
The Company, the Servicer or the Trustee, as applicable, shall notify
each Rating Agency and the Subservicer at such time as it is otherwise required
pursuant to this Agreement to give notice of the occurrence of, any of the
events described in clause (a), (b), (c), (d), (g), (h) or (i) 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,
(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.
116
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Servicer and the Trustee; provided, that neither the Servicer
nor the Trustee shall withhold their consent thereto if their respective
interests would not be materially adversely affected thereby. To the extent that
the terms of the Supplemental Article do not in any way affect any provisions of
this Agreement as to any of the Certificates initially issued hereunder, the
adoption of the Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of 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.
97% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-4, 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 A-4 Certificates, in accordance with their respective Percentage
Interests, 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, GMACM, as 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
117
Trust Fund or Xxxxxx Funding LLC, or join in any institution against the Trust
Fund or Xxxxxx Funding LLC 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.
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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: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
GMAC MORTGAGE CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 22nd day of March, 2002 before me, a notary public in and for
said State, personally appeared Xxxxxxxx X. Xxxxxx, known to me to be Vice
President 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.
/s/ Xxxxxxx Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 22nd day of March, 2002 before me, a notary public in and for
said State, personally appeared Xxxxxxxx X. Xxxxxx, known to me to be Vice
President 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.
/s/ Xxxxxxx Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the 22nd day of March, 2002 before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Vice
President of Bank One, National Association, a national banking association,
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation, and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Casear Xxxxx Xxxxxx
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, 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
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), and PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (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
X-0-0
XXX XX XXXX 00-00 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.
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:
March 27, 2002
Initial Certificate Principal Balance
of this Certificate:
Cut-off Date:
$____________________
March 1, 2002
[Percentage Interest: [ ]%]
First Distribution Date:
April 25, 2002 CUSIP _________ - ____
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2017
GMAC MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-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, Xxxxxx Funding LLC, 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, Xxxxxx Funding LLC, the Trustee or GMAC Mortgage
Group, Inc. or any of their affiliates. None of the Company, the Servicer,
Xxxxxx Funding LLC, 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 Bank
One, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class A- Certificates
on such Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
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 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: March ___, 2002 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
-------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
------------------------------------
Authorized Signatory
A-1-7
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
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), and PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (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 :
March 27, 2002 [_________________] Initial Pass-Through
Rate based on a Notional Amount
Cut-off Date:
March 1, 2002
First Distribution Date:
April 25, 2002
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2017
A-2-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-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, Xxxxxx Funding LLC, 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, Xxxxxx Funding LLC, the Trustee or GMAC Mortgage
Group, Inc. or any of their affiliates. None of the Company, the Servicer,
Xxxxxx Funding LLC, 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 Bank One,
National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest
required to be distributed to Holders of Class IO Certificates on such
Distribution Date. The Notional Amount as of any date of determination is equal
to the Stated Principal Balance of the Mortgage Loans. The Class IO Certificates
have no Certificate Principal Balance.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
A-2-3
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 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: March ___, 2002 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
-------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
--------------------------------------
Authorized Signatory
A-2-6
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), and PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (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 Moody's 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 :
March 27, 2002 Initial Certificate Principal
Balance of this Certificate:
$____________________
Cut-off Date:
March 1, 2002 CUSIP -
-------------------
First Distribution Date:
April 25, 2002
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2017
A-3-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-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, Xxxxxx Funding LLC, 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, Xxxxxx Funding LLC, the Trustee or GMAC Mortgage
Group, Inc. or any of their affiliates. None of the Company, the Servicer,
Xxxxxx Funding LLC, 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 Bank
One, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of principal
required to be distributed to Holders of Class PO Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
A-3-3
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
A-3-4
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-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: March ___, 2002 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
-------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class PO Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
-------------------------------------
Authorized Signatory
A-3-7
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
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), and PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (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"
B-1
(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.
Any purported Certificate Owner whose acquisition or holding of this Certificate
(or interest herein) was effected in violation of the restrictions in Section
5.02(e) of the Pooling and Servicing Agreement shall indemnify and hold harmless
the Company, the Trustee, the Servicer, any Subservicer, and the Trust Fund from
and against any and all liabilities, claims, costs or expenses incurred by such
parties as a result of such acquisition or holding.
Certificate No. 1 6.00% Pass-Through Rate
Class M- Subordinate
Aggregate Certificate Principal Balance
Date of Pooling and Servicing Agreement : of the Class M-[_____] Certificates:
March 27, 2002 $ _______________________]
Cut-off Date: Initial Certificate Principal Balance
of
March 1, 2002 this Certificate:
$___________________________
First Distribution Date: CUSIP -
-------------------
April 25, 2002
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2017
B-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2002-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, Xxxxxx Funding LLC, 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, Xxxxxx Funding LLC, the Trustee or GMAC Mortgage
Group, Inc. or any of their affiliates. None of the Company, the Servicer,
Xxxxxx Funding LLC, 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 Bank One, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class M- Certificates
on such Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
B-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 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
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
B-4
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: March ___, 2002 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
----------------------------------------
Authorized Signatory
B-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 CODE
AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No. 1 [ ]% 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::_______________
March 27, 2002 $ ______________________]
Cut-off Date: Initial Certificate Principal Balance of
March 1, 2002 this Certificate:
$___________________________
First Distribution Date:
April 25, 2002
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2017
C-1
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2002-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, Xxxxxx Funding LLC, 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, Xxxxxx Funding LLC, the Trustee or GMAC Mortgage
Group, Inc. or any of their affiliates. None of the Company, the Servicer,
Xxxxxx Funding LLC, 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 Bank One, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
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
(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
C-3
stating that the transferee is not an employee benefit or other plan subject to
the prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate (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
C-4
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: March ___, 2002 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
---------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
---------------------------------------
Authorized Signatory
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 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
D-1
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. 1 6.50% Pass-Through Rate]
Class R- Senior Aggregate Initial Certificate Principal
----
Balance
of the Class R- ___ Certificates: $50.00
Date of Pooling and Servicing Agreement :
March 27, 2002 Initial Certificate Principal Balance of
this Certificate:
$______________________
Cut-off Date:
March 1, 2002 [Percentage Interest: [ ]%]
First Distribution Date: CUSIP
April 25, 2002
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2017
D-2
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2002-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, Xxxxxx Funding LLC, 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, Xxxxxx Funding LLC, the Trustee or GMAC Mortgage
Group, Inc. or any of their affiliates. None of the Company, the Servicer,
Xxxxxx Funding LLC, 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 Bank
One, National Association, as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class 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)
D-3
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Chicago,
Illinois. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto. Notwithstanding the reduction of the Certificate Principal Balance
hereof to zero, this Certificate will remain outstanding under the Agreement and
the Holder hereof may have additional obligations with respect to this
Certificate, including tax liabilities, and may be entitled to certain
additional distributions hereon, in accordance with the terms and provisions of
the Agreement.
No transfer of this Class R-[ ] Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class R-[ ] Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
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.
D-4
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Payment Account created for the benefit of Certificateholders
may be made by the Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Servicer of advances made, or certain expenses incurred, by
it.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
Chicago, Illinois, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Servicer, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
D-5
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: March ___, 2002 BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By:
--------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Certificate Registrar
By:
---------------------------------------
Authorized Signatory
D-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
(See attached)
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
123974305 Refinance 6.375 344000
PA 40 N 12/18/2001
02/01/2002 02/01/2002 2973.03
190630000 341702.85
Primary Residence Standard Single Family
Refinance 6.75 1200000
167893700 44.44 N 03/20/1999
WA
981880000 02/01/2002 04/01/1999 1045867.25
Super Select Single Family
Primary Residence
501687008 Purchase 6.875 400000
NJ 50.31 N 09/26/2001
02/01/2002 11/01/2001 3567.42
074300000 393547.73
Primary Residence Standard Single Family
505734707 Refinance 6.875 460000
02/19/2002
TX 80 N 4102.53
780060000 03/01/2002 04/01/2002
Xxxxxxx Xxxxxxxxx Xxxxxxxx XXX 000000
513790709 Purchase 7.125 84000
NY 75 N 09/04/2001
02/01/2002 11/01/2001 760.9
130900000 82475.75
Primary Residence Stated Income Single Family
Purchase 6.625 312000
514380906 80 N 11/14/2001
NH
038010000 03/01/2002 01/01/2002 308932.58
Standard Single Family
Primary Residence
514830108 Refinance 6.25 422000
IN 50.24 N 05/22/2001
02/01/2002 07/01/2001 3618.33
479050000 408946.69
Primary Residence Standard Single Family
516041001 Refinance 6.875 464000
08/27/2001
CA 52.08 N 4138.21
926490000 02/01/2002 10/01/2001
Primary Residence Streamline Single Family 454992.59
516361300 Refinance 6.5 469000
NJ 47.37 N 10/03/2001
02/01/2002 12/01/2001 4085.5
076270000 457138.94
Primary Residence Standard Single Family
Refinance 7.25 625000
517489605 67.2 N 09/21/2001
CA
946110000 02/01/2002 10/01/2001 603138.06
Standard Single Family
Primary Residence
517748505 Refinance 6.875 390000
TX 52 N 09/12/2001
02/01/2002 11/01/2001 3478.24
770040000 383708
Primary Residence Standard Condominium
517794103 Refinance 6.875 587500
10/05/2001
HI 51.09 N 5239.65
967340000 02/01/2002 12/01/2001
Primary Residence Streamline Single Family 541716.41
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
517837902 Refinance 7.75 303000
NJ 71.97 N 11/26/2001
02/01/2002 01/01/2002 2852.07
088520000 300297.02
Primary Residence Standard Single Family
Refinance 7 797550
517847208 61.35 N 08/20/2001
GA
300970000 03/01/2002 10/01/2001 781872.26
Super Select PUD
Primary Residence
517971909 Refinance 6.875 528650
CT 34.89 N 09/07/2001
02/01/2002 11/01/2001 4714.79
068310000 520122.51
Primary Residence Select Single Family
518084900 Refinance 6.75 863000
09/18/2001
IN 57.53 N 7636.77
467030000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 848725.47
518100201 Refinance 6.875 435550
CA 73.95 N 09/29/2001
02/01/2002 11/01/2001 3884.48
902740000 428524.26
Primary Residence Standard Single Family
Purchase 7 135000
518318902 38.03 N 09/21/2001
NY
117140000 03/01/2002 11/01/2001 132845.41
Stated Income Single Family
Primary Residence
518329008 Refinance 6.75 469000
TX 71.06 N 08/24/2001
02/01/2002 10/01/2001 4150.23
774010000 459798.83
Primary Residence Standard Single Family
518440607 Refinance 7 341100
09/12/2001
MI 48.04 N 3065.91
480980000 02/01/2002 11/01/2001
Primary Residence Select Single Family 333661.87
518568605 Refinance 6.75 451500
CA 70 N 10/04/2001
02/01/2002 12/01/2001 3995.37
951230000 445623.33
Primary Residence Standard PUD
Refinance 7 320000
518587506 80 N 09/21/2001
FL
334310000 02/01/2002 11/01/2001 314892.8
Streamline Condominium
Second Home
518683107 Refinance 6.75 471000
CT 53.83 N 11/26/2001
02/01/2002 01/01/2002 5408.22
063710000 461489.94
Primary Residence Select Single Family
518697008 Refinance 6.5 315950
09/25/2001
MA 58.51 N 3587.55
021320000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 306467.05
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
518710603 Refinance 6.875 000000
XX 23.23 N 09/18/2001
02/01/2002 11/01/2001 2900.62
038710289 315552.28
Primary Residence Streamline Single Family
Refinance 6.875 581000
518784202 45.04 N 09/19/2001
FL
331560000 02/01/2002 11/01/2001 571628.05
Standard Single Family
Primary Residence
518788104 Refinance 6.5 450000
MI 63.38 N 10/29/2001
03/01/2002 12/01/2001 3919.99
480010000 443811
Primary Residence Standard Single Family
518896501 Purchase 6.75 400000
10/16/2001
CA 67.8 N 3539.64
910010000 02/01/2002 12/01/2001
Investment Property Standard Single Family 394797.75
518909007 Refinance 6.875 352000
FL 11.73 N 10/12/2001
02/01/2002 12/01/2001 3139.33
331430000 347470.61
Primary Residence Standard PUD
Refinance 6.75 497250
518915905 71.04 N 09/19/2001
MO
630050000 02/01/2002 11/01/2001 489143.35
Streamline Single Family
Primary Residence
518930904 Refinance 6.875 392000
IL 74.52 N 09/18/2001
02/01/2002 10/01/2001 3496.07
605210000 384390.32
Primary Residence Streamline Single Family
518948401 Refinance 7 415200
09/21/2001
MO 79.85 N 3731.94
633660000 03/01/2002 11/01/2001
Primary Residence Streamline Single Family 408573.44
519084602 Refinance 6.25 578050
MI 53.77 N 11/23/2001
02/01/2002 01/01/2002 4956.34
480980000 572182.56
Primary Residence Standard Single Family
Refinance 6.875 355000
519109805 57.26 N 10/12/2001
NH
038540000 02/01/2002 12/01/2001 350431.98
Standard Single Family
Primary Residence
519128706 Refinance 6.75 505050
KY 67.34 N 09/24/2001
02/01/2002 11/01/2001 4469.24
423030000 496816.23
Primary Residence Standard Single Family
519138606 Refinance 6.875 316000
11/30/2001
FL 70.85 N 2818.26
331330000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 312959.12
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
519160709 Refinance 6.75 526500
HI 72.12 N 09/13/2001
03/01/2002 11/01/2001 4659.05
968252120 517916.5
Primary Residence Streamline Single Family
Refinance 6.625 445700
519175509 76.84 N 09/27/2001
CA
913670000 01/01/2002 11/01/2001 438356.44
Select Single Family
Primary Residence
519179204 Refinance 6.75 328000
MA 38.5 N 10/05/2001
02/01/2002 12/01/2001 2902.51
026600000 323734.13
Primary Residence Standard Single Family
519249007 Refinance 6.875 329500
09/24/2001
PA 77.9 N 3059.52
191190000 03/01/2002 11/01/2001
Primary Residence Streamline Single Family 320504.34
519251409 Refinance 6.875 316500
MI 65.95 N 10/04/2001
02/01/2002 12/01/2001 2822.72
483502053 312424.83
Primary Residence Select Condominium
Refinance 6.75 444000
519323802 40.36 N 10/25/2001
NY
104713061 02/01/2002 12/01/2001 438225.51
Express Single Family
Primary Residence
519343701 Refinance 6.75 742650
CO 64.58 N 09/27/2001
02/01/2002 11/01/2001 6571.79
816210000 730542.64
Second Home Streamline Single Family
519434500 Refinance 6.5 344250
10/19/2001
CA 26.48 N 2998.79
902722347 03/01/2002 12/01/2001
Primary Residence Streamline Single Family 336691.77
519461107 Refinance 6.5 328000
CA 74.55 N 10/11/2001
02/01/2002 12/01/2001 2857.24
957650000 323642.46
Primary Residence Select Single Family
Refinance 6.5 486400
519472401 44.42 N 11/20/2001
MI
483012166 02/01/2002 01/01/2002 481565.77
Select Single Family
Primary Residence
519542807 Refinance 7 320000
CO 80 N 09/24/2001
02/01/2002 11/01/2001 2876.26
804420000 314892.8
Second Home Streamline Single Family
519564504 Purchase 6.75 552000
10/31/2001
MA 80 N 4884.71
018330000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 544820.87
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
519580500 Refinance 6.125 353400
TX 78.53 N 09/27/2001
02/01/2002 11/01/2001 3006.11
786200000 347326.84
Primary Residence Standard PUD
Refinance 6.625 372000
519635700 80 N 11/01/2001
CA
956870000 02/01/2002 12/01/2001 367110.14
Standard Single Family
Primary Residence
519778104 Refinance 6.625 723750
MI 55.67 N 11/02/2001
02/01/2002 12/01/2001 8264.15
480470000 705323.81
Primary Residence Standard Single Family
519779508 Refinance 6.75 130000
10/05/2001
AR 65 N 1150.39
723640000 02/01/2002 12/01/2001
Primary Residence Stated Income Single Family 128309.24
519823405 Refinance 6.625 400000
TX 70.18 N 11/14/2001
02/01/2002 12/01/2001 4567.41
775844851 390485.25
Primary Residence Standard PUD
Refinance 6.875 375000
519883508 75 N 10/29/2001
PA
180420000 03/01/2002 12/01/2001 370174.64
Standard Single Family
Primary Residence
519929905 Refinance 6.75 500000
NY 68.97 N 10/24/2001
02/01/2002 12/01/2001 4424.55
105410000 485429.43
Primary Residence Standard Single Family
520003906 Refinance 7.25 176000
10/26/2001
NJ 70.4 N 1606.64
076280000 02/01/2002 12/01/2001
Primary Residence Stated Income Single Family 173807
520013103 Refinance 6.875 339000
IL 39.88 N 12/04/2001
01/01/2002 01/01/2002 3023.39
605230000 335737.77
Primary Residence Streamline PUD
Refinance 6.875 397300
520054503 70.95 N 10/25/2001
NY
125450000 02/01/2002 12/01/2001 392187.71
Standard Single Family
Primary Residence
520063306 Refinance 6.875 344250
NJ 47.81 N 10/30/2001
02/01/2002 12/01/2001 3070.21
084020000 339820.35
Second Home Standard Single Family
520112707 Refinance 6.625 327000
10/12/2001
FL 59.03 N 2871.04
333160000 03/01/2002 12/01/2001
Primary Residence Standard Single Family 322558.1
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
520203803 Refinance 6.5 135000
FL 61.36 N 11/01/2001
02/01/2002 01/01/2002 1176
334600000 133658.51
Primary Residence Stated Income 2-4 Family
Refinance 6.75 348800
520215203 65.81 N 10/25/2001
MI
483820000 03/01/2002 12/01/2001 340578.96
Select Single Family
Primary Residence
520216805 Refinance 6.75 397300
OH 52.97 N 10/23/2001
02/01/2002 12/01/2001 3515.75
441450000 392132.85
Primary Residence Select Single Family
520336702 Refinance 6.625 397900
11/19/2001
MI 73.69 N 3493.54
481700000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 393988.08
520356809 Refinance 6.75 350000
MA 53.93 N 10/29/2001
02/01/2002 12/01/2001 3097.19
026550000 345448.01
Second Home Streamline Condominium
Refinance 6.375 472000
520371303 74.92 N 12/07/2001
AZ
857180000 02/01/2002 01/01/2002 467259.6
Standard Single Family
Primary Residence
520469909 Purchase 6.75 416000
CA 80 N 11/13/2001
02/01/2002 01/01/2002 3681.23
937200000 411953.64
Primary Residence Standard PUD
520516105 Refinance 6.625 368000
10/23/2001
CO 80 N 3231.02
805040000 02/01/2002 12/01/2001
Primary Residence Standard PUD 363054.69
520566506 Refinance 6.75 503450
MO 64.54 N 11/02/2001
03/01/2002 12/01/2001 4455.08
630340000 486862.79
Primary Residence Streamline Single Family
Refinance 6.75 350000
520618505 55.56 N 10/19/2001
MA
024820000 02/01/2002 12/01/2001 345448.01
Standard Single Family
Primary Residence
520816901 Refinance 6.5 310000
WA 80 N 11/30/2001
03/01/2002 02/01/2002 2700.44
986850000 307951.92
Primary Residence Standard PUD
520897802 Refinance 6.875 450000
11/28/2001
CA 76.92 N 4013.35
913200000 02/01/2002 01/01/2002
Primary Residence Select Single Family 438126.55
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
520955204 Refinance 6.75 820800
FL 68.4 N 11/15/2001
02/01/2002 01/01/2002 7263.34
331600000 812451.02
Primary Residence Streamline Single Family
Refinance 6.875 435750
520976507 59.12 N 11/19/2001
NC
282070000 02/01/2002 01/01/2002 431556.73
Select Single Family
Primary Residence
521031609 Refinance 6.75 594500
NC 72.06 N 11/02/2001
02/01/2002 12/01/2001 5260.79
279490000 586768.14
Second Home Select Single Family
521077909 Refinance 6.75 465000
10/26/2001
MA 17.88 N 4114.83
024820000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 454918.52
521116202 Purchase 6.5 546000
TX 80 N 11/30/2001
02/01/2002 01/01/2002 4756.25
782560000 540574.47
Primary Residence Standard PUD
Refinance 6.625 453000
521248104 79.47 N 11/13/2001
MI
491270000 02/01/2002 01/01/2002 448546.36
Select Condominium
Primary Residence
521281204 Refinance 6.625 324200
CT 29.47 N 11/13/2001
02/01/2002 01/01/2002 2846.46
068970000 321012.65
Primary Residence Standard PUD
521312900 Refinance 6.625 547500
12/14/2001
MI 76.57 N 4807.02
490150000 02/01/2002 02/01/2002
Primary Residence Standard Single Family 543921.43
521338103 Purchase 5.875 420750
MI 85 N 11/16/2001
02/01/2002 01/01/2002 3522.18
480984180 416164.74
Primary Residence Relocation Single Family
Refinance 6.5 345685
521396804 65.84 N 11/15/2001
CO
804240000 02/01/2002 01/01/2002 342249.97
Stated Income Single Family
Primary Residence
521433904 Refinance 6.75 486050
NY 77.15 N 12/10/2001
02/01/2002 02/01/2002 4301.11
117860000 482907.03
Primary Residence Standard Single Family
521462101 Refinance 6.5 347000
12/20/2001
PA 41.56 N 3022.75
191192804 02/01/2002 02/01/2002
Primary Residence Standard Single Family 344707.47
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
521481903 Refinance 6.5 313500
MO 65.31 N 11/19/2001
02/01/2002 01/01/2002 2730.93
633410000 310384.78
Primary Residence Standard PUD
Refinance 6.5 493000
521535104 41.08 N 11/02/2001
MI
483460000 03/01/2002 12/01/2001 486450.45
Standard Single Family
Primary Residence
521551804 Refinance 6.625 312100
IN 67.85 N 11/08/2001
02/01/2002 01/01/2002 2740.22
479060000 309031.62
Primary Residence Standard Single Family
521584607 Refinance 6.875 349550
12/03/2001
MA 60.48 N 3117.48
021300000 02/01/2002 01/01/2002
Primary Residence Streamline Condominium 345781.16
521603407 Refinance 7 321000
CA 64.2 N 12/26/2001
02/01/2002 02/01/2002 2885.24
913250000 318738.42
Primary Residence Streamline Single Family
Refinance 6.5 374100
521642207 77.13 N 11/26/2001
WA
986420000 02/01/2002 01/01/2002 369787.93
Streamline Single Family
Primary Residence
521646703 Refinance 6.5 415000
AZ 69.17 N 11/30/2001
02/01/2002 01/01/2002 3615.1
863030000 410876.2
Primary Residence Select Single Family
521655407 Refinance 6.625 330000
01/29/2002
CA 44 N 2897.38
913045276 02/01/2002 03/01/2002
Primary Residence Stated Income PUD 328821.87
521686808 Refinance 6.5 296500
MI 19.77 N 12/26/2001
02/01/2002 02/01/2002 2582.84
481240000 294541.11
Primary Residence Select Single Family
Purchase 6.625 641250
521703801 75 N 11/01/2001
FL
334140000 02/01/2002 01/01/2002 634945.6
Standard PUD
Second Home
521756106 Refinance 6.5 000000
XX 78.65 N 11/21/2001
02/01/2002 01/01/2002 3562.83
030700000 400059.95
Primary Residence Standard Single Family
521801407 Refinance 6.25 410000
11/15/2001
CA 65.08 N 3515.44
950236275 02/01/2002 01/01/2002
Primary Residence Select Single Family 402822.68
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
521876508 Refinance 6.625 406700
AZ 77.47 N 12/17/2001
02/01/2002 01/01/2002 3570.81
863030000 402701.54
Primary Residence Select Single Family
Refinance 6.5 366000
521888909 69.71 N 12/14/2001
NJ
088220000 02/01/2002 01/01/2002 359128.34
Express Single Family
Primary Residence
521890004 Refinance 6.875 561600
CA 47 N 11/27/2001
02/01/2002 01/01/2002 5008.66
954766076 549896.46
Primary Residence Streamline Single Family
521893909 Refinance 6.625 428900
12/31/2001
MI 53.61 N 3765.72
497700000 01/01/2002 02/01/2002
Second Home Streamline Condominium 425862.34
521915504 Refinance 6.625 650000
FL 34.21 N 11/26/2001
02/01/2002 01/01/2002 5706.96
329630000 643609.6
Second Home Select Single Family
Refinance 6.625 488834
521929307 71.57 N 01/30/2002
MI
483220000 02/01/2002 03/01/2002 487240.83
Streamline Condominium
Primary Residence
521955005 Refinance 6.5 419250
MO 69.88 N 11/26/2001
02/01/2002 01/01/2002 3652.12
641130000 415083.97
Primary Residence Standard Single Family
521958900 Refinance 6.25 433625
12/27/2001
CA 49.28 N 3718
902660000 02/01/2002 02/01/2002
Primary Residence Standard Single Family 430698.32
521959205 Refinance 6.25 406000
GA 70 N 01/07/2002
03/01/2002 02/01/2002 3481.14
303060000 403259.77
Primary Residence Standard Single Family
Refinance 6.5 400000
522021906 40.75 N 12/21/2001
MI
483240000 02/01/2002 02/01/2002 397357.34
Super Select Single Family
Primary Residence
522119403 Refinance 6.5 448000
RI 70 N 11/28/2001
02/01/2002 01/01/2002 3902.57
028650000 443548.26
Primary Residence Select Single Family
522137306 Refinance 6.25 427600
11/16/2001
MI 22.51 N 3666.35
483020716 03/01/2002 01/01/2002
Primary Residence Super Select Single Family 423259.67
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
522149202 Refinance 6.5 433150
MI 75.33 N 12/04/2001
03/01/2002 02/01/2002 3773.21
483630000 430288.31
Primary Residence Select Single Family
Purchase 6 604000
522195106 80 N 11/30/2001
PA
189403805 02/01/2002 01/01/2002 597738.1
Super Select Single Family
Primary Residence
522233709 Refinance 6.375 382000
TX 63.67 N 12/13/2001
02/01/2002 02/01/2002 3301.44
781320000 379449.12
Primary Residence Standard Condominium
522263003 Refinance 6.5 372700
12/26/2001
MI 63.71 N 3246.62
483063683 02/01/2002 02/01/2002
Primary Residence Select Single Family 370237.69
522263904 Refinance 6.5 372000
MI 78.32 N 12/07/2001
03/01/2002 02/01/2002 4223.99
486090000 367570.03
Primary Residence Select Single Family
Refinance 6.375 540000
522317601 80 N 12/04/2001
TN
381390000 03/01/2002 01/01/2002 534576.66
Streamline Single Family
Primary Residence
522325901 Refinance 6.5 343000
AZ 72.21 N 12/27/2001
03/01/2002 02/01/2002 2987.9
857504204 340733.92
Primary Residence Streamline Single Family
522336700 Refinance 6.25 495000
12/19/2001
IN 62.66 N 4244.25
468040000 02/01/2002 02/01/2002
Primary Residence Standard PUD 491659.07
522342401 Refinance 7 500000
CA 47.62 N 01/24/2002
02/01/2002 03/01/2002 4494.15
939080000 498416.67
Primary Residence Standard Single Family
Refinance 6.5 410850
522361302 25.42 N 01/14/2002
MI
483060000 02/01/2002 03/01/2002 409496.49
Select Single Family
Primary Residence
522362300 Refinance 6.5 372000
MA 60.98 N 11/16/2001
03/01/2002 01/01/2002 3240.52
024810000 367803.49
Primary Residence Standard Single Family
522364702 Refinance 6.375 329000
12/05/2001
IL 77.41 N 2843.39
605160000 02/01/2002 01/01/2002
Primary Residence Streamline Single Family 325695.77
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
522407501 Refinance 6.5 320000
NV 80 N 12/07/2001
02/01/2002 01/01/2002 2787.55
897030000 316820.18
Primary Residence Select PUD
Refinance 6.375 400000
522414903 71.43 N 12/27/2001
MO
631290000 02/01/2002 02/01/2002 397042.16
Standard PUD
Primary Residence
522437805 Refinance 6.375 333700
MI 60.67 N 01/18/2002
02/01/2002 03/01/2002 2884.01
483480000 332588.77
Primary Residence Select Single Family
522447606 Refinance 6.5 537050
12/18/2001
TX 78.4 N 4678.29
782090000 02/01/2002 02/01/2002
Primary Residence Streamline Single Family 533501.88
522500701 Refinance 6.875 86000
NY 23.89 N 01/09/2002
03/01/2002 03/01/2002 767
115540000 85655.95
Primary Residence Stated Income Single Family
Refinance 6.5 329200
522503705 57.25 N 12/24/2001
CA
926510000 02/01/2002 02/01/2002 326423.46
Streamline Single Family
Primary Residence
522536705 Refinance 6.5 340000
CA 80 N 01/04/2002
02/01/2002 02/01/2002 2961.77
952589037 337753.73
Primary Residence Select Single Family
522563204 Refinance 6.25 397000
11/30/2001
MI 66.17 N 3403.97
480800000 02/01/2002 01/01/2002
Primary Residence Standard Condominium 392966.26
522612605 Refinance 6.625 388000
CA 55.35 N 12/28/2001
03/01/2002 02/01/2002 3406.62
928820000 375408.73
Primary Residence Select Single Family
Refinance 6.5 650000
522715309 68.42 N 12/05/2001
PA
170550000 02/01/2002 02/01/2002 645705.66
Standard Single Family
Primary Residence
522732502 Refinance 6.5 478750
MI 56.32 N 01/09/2002
02/01/2002 03/01/2002 4170.43
483310000 472679.85
Primary Residence Standard Condominium
522822204 Refinance 6.375 356000
01/10/2002
MI 58.17 N 3076.74
483600000 02/01/2002 02/01/2002
Primary Residence Select Single Family 353622.72
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
522912906 Refinance 6.375 416000
NC 66.03 N 12/20/2001
02/01/2002 02/01/2002 3595.29
288050000 413222.06
Primary Residence Streamline Single Family
Refinance 6.5 642300
522917905 59.31 N 02/08/2002
MI
497210000 03/01/2002 04/01/2002 642300
Standard Condominium
Second Home
522952308 Refinance 6.625 942950
CA 48.36 N 01/10/2002
02/01/2002 02/01/2002 8279.05
904020000 931954.13
Primary Residence Select Single Family
522965607 Purchase 6.375 400000
11/26/2001
FL 65.04 N 3457.01
334140000 02/01/2002 01/01/2002
Primary Residence Standard PUD 395982.7
523018109 Refinance 7.125 650000
CA 65 N 01/15/2002
02/01/2002 03/01/2002 5887.91
939080000 647971.47
Primary Residence Super Select Single Family
Refinance 6.5 338700
523034205 76.98 N 12/10/2001
PA
190020000 02/01/2002 02/01/2002 336462.31
Streamline Single Family
Primary Residence
523045607 Refinance 6.625 500000
PA 62.11 N 01/16/2002
02/01/2002 03/01/2002 4389.97
188400000 498370.45
Primary Residence Standard Single Family
523050300 Purchase 6.625 650000
12/14/2001
NJ 74.71 N 5706.96
087350000 03/01/2002 02/01/2002
Second Home Standard Single Family 645751.47
523060101 Purchase 6.875 500000
VT 62.51 N 12/15/2001
03/01/2002 02/01/2002 4459.28
051550000 496801.47
Second Home Standard Condominium
Refinance 6.125 324700
523067908 78.24 N 12/19/2001
NJ
079400000 02/01/2002 02/01/2002 322322.02
Standard Single Family
Primary Residence
523070100 Refinance 6.625 933300
TX 41.12 N 01/23/2002
02/01/2002 03/01/2002 8194.32
752250000 930258.27
Primary Residence Standard Single Family
523115400 Refinance 6.625 339300
12/21/2001
MO 68.82 N 2979.04
633040000 02/01/2002 02/01/2002
Primary Residence Standard PUD 336842.91
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
523219707 Refinance 6.5 551000
PA 77.06 N 01/02/2002
02/01/2002 02/01/2002 4799.81
190065904 547359.71
Primary Residence Streamline Single Family
Refinance 6.625 293000
523263705 29.3 N 12/13/2001
FL
334830000 02/01/2002 02/01/2002 291029.78
Standard Single Family
Primary Residence
523273506 Refinance 6.375 372850
MI 62.83 N 12/18/2001
02/01/2002 01/01/2002 3222.36
483310000 369105.4
Primary Residence Select Single Family
523303808 Refinance 6.75 363900
01/18/2002
NC 80 N 3220.19
282770000 03/01/2002 03/01/2002
Primary Residence Select PUD 362726.75
523314508 Refinance 6.625 510900
MO 77.88 N 02/22/2002
04/01/2002 04/01/2002 4485.68
631320000 510900
Primary Residence Standard Single Family
Refinance 6.5 400000
523360006 66.67 N 01/03/2002
TX
784180000 02/01/2002 03/01/2002 398682.24
Standard PUD
Primary Residence
523361103 Purchase 6.625 650000
TX 57.78 N 01/16/2002
02/01/2002 03/01/2002 5706.96
787030000 647881.58
Primary Residence Standard Single Family
523378701 Refinance 7 875000
02/08/2002
VA 32.41 N 10159.5
221020000 03/01/2002 04/01/2002
Primary Residence Select Single Family 875000
523387801 Refinance 6.5 396400
MI 53.43 N 01/16/2002
02/01/2002 03/01/2002 3453.07
484400000 395094.1
Primary Residence Select Single Family
Purchase 7.125 393000
523393403 79.39 N 02/15/2002
CT
064260000 03/01/2002 04/01/2002 393000
Standard Single Family
Primary Residence
523452407 Refinance 6.625 352200
CA 77.41 N 01/15/2002
02/01/2002 03/01/2002 3092.3
902920000 351052.14
Primary Residence Standard Condominium
523605301 Refinance 6.5 376700
12/21/2001
MI 48.17 N 3281.47
480980000 02/01/2002 02/01/2002
Primary Residence Select Single Family 374211.26
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
523629301 Refinance 6.875 463850
MI 33.13 N 01/23/2002
02/01/2002 03/01/2002 4136.87
494080000 462370.6
Second Home Standard Single Family
Refinance 6.5 500000
523665305 51.13 N 01/17/2002
CA
945261310 03/01/2002 03/01/2002 498352.79
Standard PUD
Primary Residence
523693505 Refinance 7 428200
MD 71.37 N 01/14/2002
02/01/2002 03/01/2002 3848.79
216780000 426849.04
Second Home Standard Single Family
523705705 Refinance 6.5 362100
12/21/2001
CO 40.92 N 3154.28
801240000 02/01/2002 02/01/2002
Primary Residence Standard PUD 359707.73
523734101 Refinance 6.5 511450
CA 71.53 N 02/04/2002
02/01/2002 03/01/2002 4455.28
956670000 509765.07
Primary Residence Select Single Family
Refinance 6.5 360000
523791804 75.79 N 01/31/2002
CA
945710000 02/01/2002 03/01/2002 357862.27
Select Single Family
Primary Residence
523814002 Refinance 6.25 600000
GA 62.76 N 01/30/2002
02/01/2002 03/01/2002 5144.54
301010000 597980.46
Primary Residence Standard Single Family
523892503 Refinance 6.75 830000
02/13/2002
NJ 51.88 N 7344.75
077220000 03/01/2002 04/01/2002
Primary Residence Standard Single Family 830000
523893204 Refinance 6.875 650000
MI 74.29 N 02/08/2002
03/01/2002 04/01/2002 5797.06
495460000 650000
Primary Residence Select Single Family
Refinance 6.625 608000
523911105 30.4 N 01/10/2002
FL
346980000 02/01/2002 03/01/2002 604369.62
Streamline Single Family
Primary Residence
523922201 Refinance 6.5 404000
CO 79.22 N 01/25/2002
02/01/2002 03/01/2002 3519.28
805250000 402578.33
Primary Residence Standard PUD
523972008 Refinance 6.5 358500
01/07/2002
TX 77.94 N 3122.92
762262613 03/01/2002 03/01/2002
Primary Residence Standard Single Family 357318.96
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
524187507 Refinance 7.375 342600
TX 79.12 N 01/15/2002
02/01/2002 03/01/2002 3151.66
787310000 341553.9
Primary Residence Standard Single Family
Refinance 6.625 346850
524294105 79.74 N 01/22/2002
WA
986070000 02/01/2002 03/01/2002 345719.57
Standard PUD
Primary Residence
524645207 Refinance 6.375 628000
MI 67.53 N 02/08/2002
03/01/2002 04/01/2002 5427.5
481670000 628000
Primary Residence Standard Single Family
524759602 Refinance 6.875 350000
01/25/2002
CT 73.68 N 3121.5
063330000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 288884.13
524824703 Refinance 6.5 351800
WA 37.03 N 02/11/2002
03/01/2002 04/01/2002 3064.56
981190000 351800
Primary Residence Standard Single Family
Refinance 6.75 400000
525120606 80 N 02/14/2002
TX
782010000 03/01/2002 04/01/2002 400000
Standard Single Family
Primary Residence
525216305 Purchase 6.75 618750
TX 75 N 02/14/2002
03/01/2002 04/01/2002 5475.38
782090000 618750
Second Home Standard Single Family
525258307 Refinance 6.625 337500
02/27/2002
NV 55.33 N 2963.23
891170000 04/01/2002 04/01/2002
Primary Residence Select Single Family 337500
525416103 Refinance 6.625 543850
CT 36.26 N 03/04/2002
05/01/2002 05/01/2002 4774.97
068120000 543850
Primary Residence Select Single Family
Refinance 7 417800
600098047 75.96 N 11/19/2001
NM
871100000 02/01/2002 01/01/2002 413822.46
Standard Single Family
Second Home
600155599 Refinance 7.25 510000
NY 60 N 07/18/2001
02/01/2002 09/01/2001 4655.6
107100000 498777.78
Primary Residence STANDARD Single Family
600155879 Refinance 7.5 350000
08/03/2001
NJ 58.33 N 3244.54
074300000 02/01/2002 09/01/2001
Primary Residence Standard Single Family 342460.54
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600159854 Purchase 8.25 328000
CA 80 N 08/15/2001
02/01/2002 10/01/2001 3182.06
925700000 322341.16
Second Home Standard Single Family
Refinance 6.625 872000
600162097 55.02 N 09/14/2001
FL
321760000 02/01/2002 11/01/2001 857632.53
Standard Single Family
Primary Residence
600162421 Purchase 7.375 325000
PA 43.33 N 08/20/2001
02/01/2002 10/01/2001 2989.75
190850000 318953.64
Primary Residence Standard Single Family
600162747 Refinance 6.75 350000
08/03/2001
NV 78.65 N 3097.18
895110000 02/01/2002 09/01/2001
Primary Residence Standard Single Family 341966.44
600163140 Refinance 7.25 360000
IL 80 N 08/09/2001
02/01/2002 10/01/2001 3286.31
612780000 353230.62
Primary Residence Standard Single Family
Refinance 6.75 365500
600166920 66.45 N 08/15/2001
SC
290360000 02/01/2002 10/01/2001 358329.35
Standard PUD
Primary Residence
600167820 Refinance 7 303000
FL 93.23 N 08/01/2001
02/01/2002 09/01/2001 2723.45
333240000 295884.81
Primary Residence Standard PUD
600169566 Refinance 7.125 472000
08/07/2001
NJ 80 N 4275.52
078400000 02/01/2002 10/01/2001
Primary Residence Standard PUD 461850.57
600169661 Refinance 6.75 400000
SC 58.82 N 09/07/2001
02/01/2002 11/01/2001 3539.64
294510000 393478.85
Second Home Standard Single Family
Refinance 6.75 328000
600170360 80 N 10/05/2001
IN
461400000 01/01/2002 12/01/2001 320250
STANDARD Single Family
Primary Residence
600171698 Refinance 6.75 559000
WI 50.82 N 09/20/2001
02/01/2002 11/01/2001 4946.64
531080000 549886.73
Primary Residence Standard Single Family
600172267 Refinance 7.25 325000
08/09/2001
PA 48.51 N 2966.8
190720000 02/01/2002 10/01/2001
Primary Residence Standard Single Family 318888.8
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600173076 Refinance 6.75 360000
OH 80 N 08/27/2001
02/01/2002 10/01/2001 3185.67
430170000 352937.31
Primary Residence Standard Single Family
Refinance 6.75 525000
600173576 71.43 N 09/13/2001
IA
503250000 02/01/2002 11/01/2001 511710.57
Standard Single Family
Primary Residence
600174091 Refinance 7.125 350000
MA 61.62 N 08/27/2001
02/01/2002 10/01/2001 3170.41
023560000 343175.97
Primary Residence Standard Single Family
600174327 Refinance 6.875 305250
08/15/2001
NY 75 N 2722.39
113640000 02/01/2002 10/01/2001
Primary Residence Standard Single Family 299324.32
600176595 Refinance 6.75 435000
NJ 69.05 N 09/05/2001
02/01/2002 11/01/2001 3849.36
074700000 427908.24
Primary Residence Standard Single Family
Purchase 7.25 407000
600176625 79.96 N 09/06/2001
NJ
085330000 02/01/2002 11/01/2001 400641.64
Standard Single Family
Primary Residence
600176787 Refinance 6.875 534000
IN 31.41 N 08/24/2001
02/01/2002 10/01/2001 4762.5
462600000 523633.77
Primary Residence Standard Single Family
600177899 Refinance 6.875 364000
09/21/2001
MD 79.82 N 3246.35
211540000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 358128.45
600179196 Refinance 6.75 440000
MA 26.67 N 09/28/2001
02/01/2002 11/01/2001 5052.27
024200000 421605.59
Primary Residence Standard Single Family
Refinance 6.375 101600
600180134 80 N 09/07/2001
TX
760160000 02/01/2002 11/01/2001 99890.28
Standard PUD
Primary Residence
600180434 Refinance 6.875 364800
IN 69.49 N 01/03/2002
02/01/2002 02/01/2002 3253.48
460340000 362466.37
Primary Residence Stated Income Single Family
600180683 Refinance 6.875 425000
09/26/2001
MA 57.43 N 3790.38
024940000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 418144.47
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600180839 Refinance 7.125 435000
PA 59.51 N 09/06/2001
02/01/2002 11/01/2001 3940.37
190460000 373163.53
Primary Residence Standard Single Family
Purchase 6.625 372000
600181437 80 N 09/26/2001
CO
804980000 02/01/2002 11/01/2001 330483.23
Standard Condominium
Second Home
600181637 Refinance 6.5 315000
CO 74.12 N 09/12/2001
02/01/2002 11/01/2001 2743.99
801230000 309249.34
Primary Residence Standard PUD
600182354 Refinance 7.125 335000
08/21/2001
FL 77.91 N 3034.53
331540000 02/01/2002 10/01/2001
Primary Residence Standard Single Family 328633.34
600182493 Refinance 6.5 484500
SC 21.07 N 09/14/2001
02/01/2002 11/01/2001 4220.52
299280000 476432.36
Primary Residence Standard Single Family
Refinance 6.875 578900
600182826 72.82 N 10/31/2001
DE
199580000 02/01/2002 12/01/2001 571349.84
Standard Single Family
Primary Residence
600183389 Purchase 6.75 390400
MA 80 N 09/13/2001
02/01/2002 11/01/2001 3454.69
021130000 373922.22
Primary Residence Standard Condominium
600184363 Purchase 6.875 358400
08/30/2001
FL 80 N 3196.41
339280000 02/01/2002 10/01/2001
Second Home Standard PUD 351280.89
600184704 Refinance 6.75 400000
SC 78.43 N 08/31/2001
02/01/2002 11/01/2001 3539.64
295770000 393478.85
Primary Residence Standard Single Family
Purchase 6.75 552000
600184757 80 N 09/25/2001
MA
021160000 02/01/2002 11/01/2001 543000.83
Standard Condominium
Primary Residence
600185382 Refinance 6.75 598000
NJ 70.35 N 10/09/2001
02/01/2002 12/01/2001 5291.76
085400000 590206.12
Primary Residence Standard PUD
600186246 Refinance 6.5 358000
08/24/2001
NJ 74.58 N 3118.57
071100000 02/01/2002 10/01/2001
Primary Residence Standard Single Family 350827.07
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600186321 Refinance 6.625 363500
NC 56.27 N 09/21/2001
02/01/2002 11/01/2001 3191.51
274100000 357510.79
Primary Residence Standard Single Family
Refinance 6.625 343000
600186697 49 N 10/09/2001
DC
200040000 02/01/2002 12/01/2001 338491.34
Standard Condominium
Primary Residence
600187066 Purchase 7.25 474600
FL 70 N 08/16/2001
02/01/2002 10/01/2001 4332.45
334340000 340326.92
Primary Residence Standard PUD
600187889 Purchase 7 444000
10/01/2001
CO 80 N 3990.8
813010000 02/01/2002 11/01/2001
Primary Residence Standard PUD 436913.81
600188235 Refinance 6.875 496000
IL 78.73 N 09/26/2001
02/01/2002 11/01/2001 4423.6
606180000 487999.18
Primary Residence Standard Single Family
Refinance 7.125 361600
600188446 80 N 08/30/2001
CO
811010000 02/01/2002 11/01/2001 355890.15
Standard Single Family
Primary Residence
600188459 Refinance 6.875 446000
MD 59.47 N 09/25/2001
02/01/2002 11/01/2001 3977.67
208170000 436904.11
Primary Residence Standard Single Family
600189121 Refinance 6.875 315000
08/20/2001
CA 73.26 N 2809.34
951110000 02/01/2002 10/01/2001
Primary Residence Standard Single Family 308885.09
600189621 Refinance 7 342000
NJ 51.43 N 10/17/2001
02/01/2002 12/01/2001 3073.99
074170000 337646.13
Primary Residence Standard Single Family
Refinance 6.75 580000
600189667 43.61 N 08/25/2001
MA
017720000 02/01/2002 10/01/2001 568621.21
Standard Single Family
Primary Residence
600189847 Refinance 6.75 431200
GA 74.99 N 09/13/2001
02/01/2002 11/01/2001 3815.73
300050000 423598.56
Primary Residence Standard PUD
600191182 Refinance 7 542000
09/20/2001
IN 69.49 N 4871.65
462360000 02/01/2002 11/01/2001
Primary Residence Stated Income Single Family 533349.76
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600191457 Purchase 6.875 000000
XX 33.59 N 10/05/2001
03/01/2002 11/01/2001 3879.57
032540000 427983.16
Primary Residence Standard Single Family
Refinance 6.875 565000
600191463 42.16 N 10/05/2001
MA
024200000 03/01/2002 12/01/2001 557729.82
Standard Single Family
Primary Residence
600191798 Refinance 6.875 435000
NJ 79.09 N 09/24/2001
02/01/2002 11/01/2001 3879.57
080430000 426294.25
Primary Residence Standard Single Family
600191942 Refinance 6.75 363000
10/01/2001
IL 37.04 N 3212.22
600250000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 358116.56
600192459 Purchase 6.875 396800
IL 80 N 10/25/2001
02/01/2002 12/01/2001 3538.88
606140000 391655.06
Primary Residence Standard Condominium
Purchase 6.75 325000
600193118 73.03 N 09/28/2001
IL
605650000 02/01/2002 11/01/2001 319701.55
Standard Single Family
Primary Residence
600193274 Refinance 6.875 361000
CO 77.63 N 10/01/2001
02/01/2002 11/01/2001 3219.59
813010000 355176.86
Second Home STANDARD Single Family
600193797 Refinance 6.75 338000
10/09/2001
MA 53.23 N 2990.99
017760000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 333604.13
600194684 Purchase 6.75 642000
CO 75 N 09/21/2001
02/01/2002 11/01/2001 5681.12
816570000 631533.56
Second Home Standard Single Family
Refinance 6.875 450000
600195951 56.25 N 09/18/2001
MA
019830000 02/01/2002 11/01/2001 442741.18
Standard Single Family
Primary Residence
600196126 Refinance 6.625 360000
NC 80 N 11/05/2001
02/01/2002 01/01/2002 3160.78
285570000 356460.69
Primary Residence Standard PUD
600196500 Refinance 6.875 321600
10/04/2001
NC 55.74 N 2868.2
279320000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 317461.8
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600197278 Refinance 6.75 303000
CO 50.5 N 10/09/2001
02/01/2002 12/01/2001 2681.28
803020000 298132.35
Primary Residence Standard Single Family
Refinance 6.75 700000
600197383 41.62 N 10/29/2001
MA
017780000 03/01/2002 12/01/2001 655925.57
Standard Single Family
Primary Residence
600197634 Refinance 6.625 380000
MA 45.24 N 09/27/2001
03/01/2002 11/01/2001 3336.38
018100000 373738.93
Primary Residence Standard Single Family
600198556 Refinance 6.5 443000
09/13/2001
FL 66.62 N 3859.01
333270000 02/01/2002 11/01/2001
Primary Residence Standard PUD 435623.38
600198656 Refinance 6.875 319800
PA 72.68 N 10/08/2001
02/01/2002 12/01/2001 2852.15
190670000 315684.96
Primary Residence Standard PUD
Purchase 6.5 500000
600198730 68.97 N 09/26/2001
AZ
857500000 02/01/2002 11/01/2001 490663.39
Standard PUD
Primary Residence
600198875 Refinance 6.625 325000
NJ 75.58 N 10/22/2001
02/01/2002 12/01/2001 2853.48
079500000 319517.97
Primary Residence Standard Single Family
600198886 Refinance 6.75 650000
10/04/2001
PA 54.17 N 5751.91
190100000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 641546.37
600199137 Refinance 6.75 680000
CO 48.57 N 10/05/2001
02/01/2002 12/01/2001 6017.39
803040000 671156.17
Primary Residence Standard PUD
Refinance 6.375 328000
600199932 62.48 N 06/22/2001
VA
222070000 02/01/2002 08/01/2001 319097.87
Standard Single Family
Primary Residence
600199955 Refinance 7 650000
GA 72.22 N 06/29/2001
02/01/2002 08/01/2001 5842.38
318220000 633255.41
Primary Residence Standard Single Family
600199956 Purchase 6.625 500000
06/22/2001
FL 79.37 N 4389.97
337670000 02/01/2002 08/01/2001
Second Home Standard Condominium 486708.85
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600199957 Refinance 6.75 310000
CA 55.36 N 06/19/2001
01/01/2002 09/01/2001 2743.22
917370000 291580.87
Primary Residence Standard Single Family
Refinance 7.375 530000
600199958 67.95 N 07/10/2001
NY
105020000 02/01/2002 09/01/2001 510686.9
Standard Single Family
Primary Residence
600199959 Refinance 7.375 350000
FL 64.22 N 06/29/2001
02/01/2002 08/01/2001 3219.73
330640000 341264.32
Primary Residence Standard Single Family
600199960 Refinance 6.25 375000
07/19/2001
CA 71.29 N 3215.34
921220000 02/01/2002 09/01/2001
Primary Residence Standard Single Family 366025.22
600199961 Refinance 6.75 370000
PA 78.72 N 07/02/2001
02/01/2002 09/01/2001 3274.17
193170000 361507.32
Primary Residence Standard Single Family
Purchase 7.25 480000
600199962 80 N 04/22/2001
AL
365610000 02/01/2002 05/01/2001 464773.21
Standard Condominium
Second Home
600199963 Refinance 7 425000
GA 58.14 N 07/13/2001
02/01/2002 09/01/2001 3820.02
303270000 415181.13
Primary Residence Standard Single Family
600199964 Refinance 7.125 400000
06/29/2001
CA 67.8 N 3623.33
922530000 02/01/2002 09/01/2001
Second Home Standard PUD 391104.49
600199967 Refinance 7.125 389000
CA 54.79 N 06/22/2001
02/01/2002 08/01/2001 3523.69
926770000 378901.19
Primary Residence Standard PUD
Refinance 6.375 450000
600199968 48.39 N 04/20/2001
CA
926605251 02/01/2002 06/01/2001 426703.5
Standard PUD
Primary Residence
600199970 Purchase 6.875 548000
FL 80 N 07/03/2001
02/01/2002 08/01/2001 4887.37
334330000 533734.09
Primary Residence Standard PUD
600199971 Refinance 7.25 866000
07/16/2001
MI 50.94 N 7905.4
494230000 02/01/2002 09/01/2001
Primary Residence Standard Single Family 846944.17
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600199972 Refinance 7.375 378750
FL 75 N 05/04/2001
02/01/2002 07/01/2001 3484.21
344820000 367733.64
Primary Residence Standard Single Family
Construction 7 592000
600199973 78.93 N 06/25/2001
NJ
077500000 02/01/2002 08/01/2001 563675.11
Standard Single Family
Primary Residence
600199975 Purchase 7.125 1000000
NJ 55.56 N 06/06/2001
03/01/2002 08/01/2001 5423.64
079400000 577931.19
Primary Residence Standard Single Family
600199976 Refinance 7 525000
07/02/2001
MD 61.76 N 4718.85
210300000 02/01/2002 09/01/2001
Primary Residence Standard Single Family 511830.28
600199977 Purchase 6.625 375000
GA 54.74 N 07/16/2001
02/01/2002 09/01/2001 3292.48
300970000 165197.65
Primary Residence Standard PUD
Refinance 7 384000
600199978 78.05 N 06/25/2001
OH
444200000 02/01/2002 08/01/2001 372960.76
Standard Single Family
Primary Residence
600199979 Refinance 7 555000
CA 79.29 N 06/13/2001
02/01/2002 08/01/2001 4988.5
945850000 539392.37
Primary Residence Standard PUD
600199980 Purchase 6.625 600000
07/16/2001
SC 80 N 5267.96
292290000 02/01/2002 09/01/2001
Primary Residence Standard PUD 584519.5
600199982 Purchase 6.875 450000
NJ 77.59 N 07/17/2001
02/01/2002 09/01/2001 4013.34
088160000 439775.26
Primary Residence Standard Single Family
Purchase 6.75 503800
600199983 80 N 06/29/2001
VA
220410000 02/01/2002 08/01/2001 490546.92
Standard Single Family
Primary Residence
600199984 Purchase 6.375 319900
IN 80 N 05/29/2001
02/01/2002 07/01/2001 2764.74
460320000 310106.28
Primary Residence Standard PUD
600199985 Purchase 6.625 400000
05/15/2001
FL 87.97 N 3511.98
325500000 03/01/2002 07/01/2001
Second Home Standard PUD 388004.72
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600199986 Refinance 6.625 334500
CO 75 N 07/03/2001
02/01/2002 09/01/2001 2936.89
802020000 326741.23
Primary Residence Standard Condominium
Purchase 6.875 404000
600199987 80 N 06/29/2001
SC
299280000 02/01/2002 08/01/2001 393482.86
Standard PUD
Primary Residence
600199988 Refinance 7.125 650000
FL 36.11 N 06/12/2001
02/01/2002 08/01/2001 5887.9
331540000 633430.53
Primary Residence Standard PUD
600199989 Refinance 7 465000
06/25/2001
VA 70.35 N 4179.55
223100000 02/01/2002 08/01/2001
Primary Residence Standard PUD 453021.17
600199992 Refinance 7 330000
IN 75 N 06/28/2001
02/01/2002 08/01/2001 2966.14
460110000 321257.82
Primary Residence Standard Single Family
Purchase 7.25 300000
600200182 61.22 N 07/13/2001
NJ
080570000 02/01/2002 09/01/2001 293398.68
Standard Single Family
Primary Residence
600200183 Construction 6.875 400000
FL 39.41 N 06/22/2001
02/01/2002 08/01/2001 3567.42
337590000 389586.97
Primary Residence Standard PUD
600200483 Refinance 6.875 350000
09/25/2001
NJ 61.95 N 3121.49
087530000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 344354.27
600201222 Refinance 6.75 565000
MA 45.93 N 12/21/2001
02/01/2002 02/01/2002 4999.74
019450000 561346.53
Primary Residence Standard Single Family
Refinance 6.625 319000
600202634 70.89 N 10/05/2001
NJ
077040000 02/01/2002 12/01/2001 305248.85
Standard Single Family
Primary Residence
600203610 Refinance 6.875 380000
NJ 72.38 N 10/19/2001
03/01/2002 12/01/2001 3389.05
080800000 375110.31
Primary Residence Standard Single Family
600204317 Purchase 6.5 497000
10/12/2001
IN 72.28 N 4329.4
460320000 03/01/2002 12/01/2001
Primary Residence Standard Single Family 490198.39
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600204741 Refinance 7.125 000000
XX 73.23 N 11/07/2001
02/01/2002 01/01/2002 2587.05
031100000 281663.98
Primary Residence Stated Income Single Family
Purchase 6.75 250000
600206021 61.73 N 10/31/2001
FL
342030000 03/01/2002 12/01/2001 245240.16
Stated Income PUD
Second Home
600207762 Refinance 6.875 388000
MA 72.52 N 10/16/2001
02/01/2002 12/01/2001 3460.4
023640000 383007.38
Primary Residence Standard Single Family
600207785 Purchase 6.625 650000
10/11/2001
IL 73.45 N 5706.96
600930000 03/01/2002 12/01/2001
Primary Residence Standard Single Family 641455.9
600207982 Refinance 6.75 400000
MA 77.67 N 10/24/2001
02/01/2002 12/01/2001 3539.64
020500000 394797.75
Primary Residence Standard Single Family
Refinance 6.75 320000
600208009 80 N 09/01/2001
CA
913070000 02/01/2002 11/01/2001 313351.23
Standard Single Family
Primary Residence
600208247 Refinance 7 368000
NJ 80 N 10/26/2001
02/01/2002 12/01/2001 3307.69
077010000 363315.11
Primary Residence Standard Single Family
600209684 Refinance 6.625 455000
11/06/2001
PA 77.78 N 3994.87
193820000 02/01/2002 01/01/2002
Primary Residence Standard PUD 450526.72
600209685 Refinance 6.75 000000
XX 41.67 N 12/10/2001
02/01/2002 02/01/2002 4424.55
198070000 496766.83
Primary Residence Standard Single Family
Refinance 6.5 435000
600211108 66.41 N 10/05/2001
FL
333270000 03/01/2002 12/01/2001 429220.98
Standard PUD
Primary Residence
600211302 Refinance 6.625 400000
SC 60.61 N 11/19/2001
02/01/2002 01/01/2002 3511.98
294640000 396067.43
Primary Residence Stated Income PUD
600211700 Refinance 6.5 550000
10/31/2001
GA 52.88 N 4791.1
300970000 02/01/2002 12/01/2001
Primary Residence Standard PUD 542693.16
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600212451 Refinance 6.75 356000
MA 70.5 N 11/19/2001
03/01/2002 01/01/2002 3150.27
017760000 352537.28
Primary Residence Standard Single Family
Refinance 6.5 454000
600212590 32.43 N 10/30/2001
NC
275110000 02/01/2002 12/01/2001 447968.57
Standard Single Family
Primary Residence
600213038 Refinance 6.375 340000
FL 67.46 N 10/15/2001
02/01/2002 12/01/2001 2938.45
331430000 335434.99
Primary Residence Standard Single Family
600213776 Refinance 6.75 518000
11/19/2001
NJ 43.17 N 4583.84
079606425 02/01/2002 01/01/2002
Primary Residence Standard Single Family 512961.5
600214153 Refinance 6.625 319000
VA 84.62 N 12/05/2001
02/01/2002 02/01/2002 2800.8
231160000 281912.2
Primary Residence Standard PUD
Refinance 6.5 650000
600214607 50 N 11/09/2001
IL
607120000 02/01/2002 01/01/2002 643541.03
Standard Single Family
Primary Residence
600214721 Refinance 6.625 365400
MI 76.28 N 10/29/2001
02/01/2002 01/01/2002 3208.19
482360000 360927.34
Primary Residence Standard Single Family
600214870 Refinance 6.625 418000
12/21/2001
MA 59.71 N 3670.01
012400000 02/01/2002 02/01/2002
Primary Residence Standard Condominium 415267.88
600215376 Refinance 6.75 400000
CA 36.36 N 11/16/2001
02/01/2002 01/01/2002 3539.64
961410000 396109.28
Second Home Standard Single Family
Refinance 6.625 608500
600215656 60.85 N 11/14/2001
PA
190350000 02/01/2002 01/01/2002 602517.61
Streamline Single Family
Primary Residence
600216280 Refinance 6.375 650000
PA 70.27 N 12/12/2001
02/01/2002 02/01/2002 5617.63
190660000 645659.5
Primary Residence Standard Single Family
600216340 Refinance 6.5 405900
10/26/2001
CO 79.59 N 3535.82
805430000 02/01/2002 12/01/2001
Primary Residence Standard PUD 400204.34
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600218421 Refinance 6.625 392000
IL 80 N 11/07/2001
02/01/2002 01/01/2002 3441.74
605540000 387828.69
Primary Residence Standard PUD
Purchase 6.5 425000
600218472 70.83 N 12/27/2001
NY
112230000 02/01/2002 02/01/2002 422192.16
Standard Single Family
Primary Residence
600218561 Refinance 6.625 000000
XX 39.41 N 12/18/2001
02/01/2002 02/01/2002 3072.98
032540000 297442.99
Second Home Standard Single Family
600218620 Refinance 6.375 381000
12/07/2001
TX 73.31 N 3292.79
762710000 02/01/2002 02/01/2002
Primary Residence Standard Single Family 378455.8
600219137 Refinance 6.5 332000
GA 68.45 N 10/26/2001
02/01/2002 12/01/2001 2892.08
303180000 327589.33
Primary Residence Standard Single Family
Refinance 6.625 422000
600219684 56.19 N 11/21/2001
MA
021670000 02/01/2002 01/01/2002 417851.16
Standard Single Family
Primary Residence
600219701 Refinance 6.5 650000
NC 63.41 N 10/26/2001
02/01/2002 12/01/2001 5662.2
284090000 641364.68
Second Home Standard Single Family
600219702 Purchase 6.5 1000000
11/07/2001
MI 40 N 8711.07
491170000 03/01/2002 01/01/2002
Second Home Standard Single Family 990063.16
600220189 Refinance 6.875 644800
MA 74.98 N 12/11/2001
03/01/2002 02/01/2002 5750.68
021500000 640675.19
Primary Residence Standard Condominium
Refinance 6.75 391500
600220970 47.74 N 01/02/2002
MA
026490000 02/01/2002 02/01/2002 388968.42
Standard Single Family
Second Home
600221046 Refinance 6.5 396000
NY 62.86 N 11/30/2001
02/01/2002 02/01/2002 3449.59
110210000 393383.75
Primary Residence Standard Single Family
600221078 Refinance 6.375 440000
11/29/2001
MA 52.07 N 3802.7
018450000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 435538.84
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600221208 Refinance 7 315000
MA 63.77 N 11/30/2001
02/01/2002 01/01/2002 2831.31
023600000 312001.14
Primary Residence Standard Single Family
Refinance 6.75 400000
600221318 62.7 N 11/15/2001
MI
483740000 02/01/2002 01/01/2002 396109.28
Standard Single Family
Primary Residence
600221334 Refinance 6.375 381000
ME 78.07 N 12/05/2001
02/01/2002 01/01/2002 3292.79
041100000 377173.56
Primary Residence Standard Single Family
600221424 Refinance 6.5 376000
11/16/2001
NC 80 N 3275.36
275130000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 372131.33
600221540 Refinance 6.375 367000
MA 69.9 N 11/29/2001
02/01/2002 01/01/2002 3171.8
018450000 363190.93
Primary Residence Standard Single Family
Refinance 6.125 577000
600221959 75.72 N 12/12/2001
TX
760130000 01/01/2002 02/01/2002 573063.96
Standard PUD
Primary Residence
600222390 Refinance 6.5 642200
WI 69.43 N 11/09/2001
02/01/2002 01/01/2002 5594.25
530450000 635818.55
Primary Residence Standard Single Family
600222569 Refinance 6.5 316000
12/05/2001
FL 52.67 N 2752.7
329510000 03/01/2002 02/01/2002
Primary Residence Standard Single Family 313811.21
600222690 Refinance 6.5 620000
MA 62 N 12/27/2001
02/01/2002 02/01/2002 5400.87
026490000 615903.86
Second Home Standard Single Family
Refinance 6.5 288100
600222958 73.87 N 11/07/2001
IL
605510000 02/01/2002 01/01/2002 285237.19
Standard Single Family
Primary Residence
600223380 Refinance 6.25 320700
NJ 75.64 N 11/21/2001
02/01/2002 01/01/2002 2749.76
077260000 317444.76
Primary Residence Standard Single Family
600223490 Refinance 6.375 396000
11/30/2001
SC 74.72 N 3422.44
298010000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 392014.73
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600223667 Refinance 6.5 350000
CA 43.75 N 11/16/2001
02/01/2002 01/01/2002 3048.88
949470000 346217.39
Primary Residence Standard Single Family
Refinance 6.5 328000
600224340 80 N 12/13/2001
IA
501310000 02/01/2002 02/01/2002 325595.04
Standard Single Family
Primary Residence
600224343 Refinance 6.5 600000
MA 47.43 N 11/29/2001
02/01/2002 01/01/2002 5226.64
018100000 593029.77
Primary Residence Standard Single Family
600224482 Purchase 6.375 358760
01/18/2002
CT 79.74 N 3100.58
062770000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 357565.14
600224654 Purchase 6.5 325000
FL 29.64 N 11/30/2001
03/01/2002 02/01/2002 2831.1
333310000 322568.95
Primary Residence Standard PUD
Purchase 6.375 378000
600225206 90 N 11/16/2001
LA
706050000 02/01/2002 01/01/2002 374203.68
Standard Single Family
Primary Residence
600225259 Refinance 6.5 361450
MO 61.26 N 10/31/2001
01/01/2002 12/01/2001 3148.62
641540000 356648.09
Primary Residence Standard PUD
600225311 Refinance 6.375 600000
11/27/2001
MA 46.95 N 5185.5
024810000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 591517.6
600225819 Refinance 6.375 683900
AZ 73.94 N 12/31/2001
02/01/2002 02/01/2002 5910.61
852530000 679333.12
Primary Residence Standard Single Family
Refinance 6.5 477000
600226129 73.38 N 11/26/2001
IN
460320000 02/01/2002 01/01/2002 470137.31
Standard Single Family
Primary Residence
600226574 Refinance 6.5 336000
MI 80 N 11/28/2001
02/01/2002 02/01/2002 2926.92
481970000 333780.16
Primary Residence Standard Single Family
600226897 Refinance 6.625 364000
12/14/2001
NJ 54.57 N 3195.9
085340000 03/01/2002 02/01/2002
Primary Residence Standard Single Family 361620.81
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600228476 Refinance 6.5 307500
MN 75 N 11/30/2001
02/01/2002 01/01/2002 3491.6
550760000 301738.46
Primary Residence Standard Single Family
Refinance 6.5 591400
600229236 47.31 N 11/26/2001
KS
662110000 02/01/2002 01/01/2002 585523.34
Standard PUD
Primary Residence
600229264 Refinance 6.5 342000
NJ 46.22 N 01/31/2002
02/01/2002 03/01/2002 2979.19
074050000 340873.31
Primary Residence Standard Single Family
600229315 Refinance 6.375 400000
11/15/2001
KS 64.52 N 3457
662203668 02/01/2002 01/01/2002
Primary Residence Standard PUD 395982.73
600229468 Refinance 6.5 488300
MA 52.22 N 01/24/2002
02/01/2002 03/01/2002 4253.62
026720000 486691.34
Second Home Standard Single Family
Refinance 6.375 560000
600229493 65.88 N 12/14/2001
MA
024580000 02/01/2002 02/01/2002 556260.03
Standard Single Family
Primary Residence
600229728 Refinance 6.5 364000
PA 80 N 11/12/2001
02/01/2002 01/01/2002 3170.83
194250000 360382.99
Primary Residence Standard PUD
600229743 Refinance 6.5 380000
11/14/2001
IN 46.68 N 3310.21
462360000 03/01/2002 01/01/2002
Primary Residence Standard PUD 376223.98
600230792 Refinance 6.5 495000
CT 61.88 N 01/11/2002
02/01/2002 03/01/2002 4311.99
063200000 493369.26
Primary Residence Standard Single Family
Refinance 6.375 649900
600231969 64.35 N 01/10/2002
IL
606140000 02/01/2002 03/01/2002 647352.59
Standard Single Family
Primary Residence
600233585 Refinance 6.375 546500
CA 72.87 N 01/03/2002
02/01/2002 03/01/2002 4723.13
946110000 544403.28
Primary Residence Standard PUD
600233610 Refinance 6.25 617000
12/03/2001
NJ 68.56 N 5290.3
080550000 01/01/2002 01/01/2002
Primary Residence Standard Single Family 610737.22
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600233801 Refinance 6.5 626500
WI 56.95 N 12/24/2001
02/01/2002 02/01/2002 5457.49
530660000 622360.92
Primary Residence Standard Single Family
Refinance 6.375 316500
600234128 74.3 N 12/14/2001
VA
201510000 02/01/2002 02/01/2002 314386.52
Standard PUD
Primary Residence
600235230 Refinance 6.5 320000
MA 50.79 N 01/28/2002
02/01/2002 03/01/2002 2787.55
024460000 318945.78
Primary Residence Standard Single Family
600235774 Refinance 6.625 360000
11/29/2001
NJ 71.29 N 3160.78
088220000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 356460.69
600236404 Purchase 6.75 416800
FL 80 N 11/15/2001
02/01/2002 01/01/2002 3688.31
333010000 412745.85
Primary Residence Standard Single Family
Refinance 6.5 300000
600236557 51.72 N 12/12/2001
IL
600620000 02/01/2002 02/01/2002 297844.18
Standard Single Family
Primary Residence
600237294 Refinance 6.5 375000
OH 65.79 N 12/07/2001
01/01/2002 02/01/2002 3266.65
454190000 372222.51
Primary Residence Standard Single Family
600237343 Refinance 6.375 348000
12/27/2001
WI 79.09 N 3007.59
531510000 03/01/2002 02/01/2002
Primary Residence Standard Single Family 345676.16
600237451 Refinance 6.5 400000
NJ 60.61 N 12/04/2001
02/01/2002 02/01/2002 3484.43
079200000 397357.34
Primary Residence Standard Single Family
Purchase 7.125 28000
600237516 80 N 12/21/2001
IN
477140000 02/01/2002 02/01/2002 27768.53
Standard Single Family
Investment Property
600238117 Refinance 6.625 425000
IL 38.81 N 12/20/2001
02/01/2002 02/01/2002 4852.86
606100000 418970.39
Primary Residence Standard Condominium
600239460 Refinance 7.125 597500
12/31/2001
FL 74.69 N 5412.34
334350000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 595364.7
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600240115 Refinance 7 650000
IN 54.17 N 01/03/2002
02/01/2002 03/01/2002 5842.38
463010000 647949.29
Primary Residence Stated Income Single Family
Refinance 6.875 268000
600240219 66.17 N 12/18/2001
CA
930230000 02/01/2002 02/01/2002 266285.6
Stated Income Single Family
Primary Residence
600241446 Purchase 6.5 460000
PA 80 N 11/26/2001
02/01/2002 01/01/2002 4007.09
190660000 455429.07
Primary Residence Standard Single Family
600241590 Refinance 6.5 478000
01/11/2002
MN 73.54 N 4163.9
551040000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 476425.27
600241639 Refinance 7.75 78000
SC 65 N 12/28/2001
02/01/2002 02/01/2002 734.2
293060000 76870.12
Primary Residence Stated Income Single Family
Refinance 7 128000
600242582 45.71 N 01/14/2002
MA
015900000 02/01/2002 03/01/2002 127596.17
Standard Single Family
Primary Residence
600243440 Refinance 6.625 000000
XX 72.12 N 12/24/2001
02/01/2002 02/01/2002 1044.81
030710000 118222.2
Primary Residence Stated Income Single Family
600244226 Refinance 7.75 56962
12/24/2001
TX 50.41 N 536.17
791180000 02/01/2002 02/01/2002
Primary Residence Stated Income Single Family 56624.33
600244445 Refinance 6.5 875000
CA 35 N 11/15/2001
02/01/2002 01/01/2002 7622.19
940100000 866305.25
Primary Residence Standard Single Family
Refinance 6.625 316000
600244484 62.2 N 12/20/2001
VA
222070000 02/01/2002 02/01/2002 313934.56
Standard Single Family
Primary Residence
600244540 Refinance 6.375 353600
TX 80 N 11/16/2001
02/01/2002 01/01/2002 3055.99
762260000 350048.72
Primary Residence Standard Single Family
600244631 Refinance 6.625 393500
11/30/2001
MD 67.26 N 3454.91
208820000 02/01/2002 01/01/2002
Primary Residence Standard PUD 389631.34
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600244989 Purchase 6.5 360000
PA 69.23 N 12/18/2001
03/01/2002 02/01/2002 3135.99
190960000 357621.6
Primary Residence Standard Single Family
Refinance 6.25 70000
600245122 53.85 N 12/20/2001
SC
296620000 03/01/2002 02/01/2002 67522.33
Stated Income Single Family
Primary Residence
600245565 Refinance 6.625 600000
NC 73.17 N 12/20/2001
02/01/2002 02/01/2002 5267.96
275110000 596078.28
Primary Residence Standard Single Family
600245577 Refinance 6.625 650000
01/09/2002
ME 65 N 5706.96
041020000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 647881.58
600246431 Purchase 6.5 459759
MN 80 N 12/04/2001
02/01/2002 02/01/2002 4005
554660000 456721.52
Primary Residence Standard PUD
Refinance 6.5 399500
600246763 71.34 N 01/14/2002
VA
223140000 02/01/2002 03/01/2002 398183.89
Standard PUD
Primary Residence
600246870 Refinance 6.75 480000
MA 25.67 N 12/24/2001
02/01/2002 02/01/2002 4247.57
026550000 476896.15
Second Home Standard Single Family
600247887 Refinance 6.375 400000
12/26/2001
FL 66.67 N 3457
331760000 03/01/2002 02/01/2002
Primary Residence Standard Single Family 375722.67
600248241 Refinance 6.625 650000
SC 63.73 N 01/22/2002
02/01/2002 03/01/2002 5706.96
295010000 647881.58
Primary Residence Standard Single Family
Refinance 6.375 336000
600248801 71.95 N 12/27/2001
CA
926910000 02/01/2002 02/01/2002 333756.28
Standard Single Family
Primary Residence
600249458 Refinance 6.75 348000
CT 48.88 N 01/14/2002
03/01/2002 03/01/2002 3079.48
064430000 346878.02
Primary Residence Standard Single Family
600249658 Refinance 6.5 462100
01/14/2002
RI 68.46 N 4025.39
028780000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 460277.65
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600250112 Purchase 6.75 350000
IL 56 N 02/01/2002
03/01/2002 04/01/2002 3097.18
601520000 350000
Primary Residence Standard Single Family
Refinance 6.375 417500
600250376 83.5 N 12/14/2001
OH
432350000 03/01/2002 02/01/2002 411376.91
Standard Single Family
Primary Residence
600250402 Refinance 7.125 480000
MA 64 N 12/28/2001
02/01/2002 02/01/2002 4347.99
019210000 476995.13
Primary Residence Standard Single Family
600250617 Refinance 6.375 322800
12/27/2001
IL 39.85 N 2789.8
600910000 03/01/2002 02/01/2002
Primary Residence Standard Single Family 320644.44
600250672 Refinance 6.625 600000
FL 14.29 N 12/21/2001
01/01/2002 02/01/2002 5267.96
341190000 596078.28
Primary Residence Standard PUD
Refinance 6.5 368000
600250942 75.1 N 02/04/2002
MS
387510000 03/01/2002 04/01/2002 368000
Standard Single Family
Primary Residence
600250944 Refinance 6.625 411500
TX 65.32 N 01/15/2002
02/01/2002 03/01/2002 3612.94
773390000 408158.88
Primary Residence Standard Single Family
600251182 Refinance 6.125 333500
12/04/2001
CA 44.47 N 2836.83
900560000 02/01/2002 02/01/2002
Primary Residence Standard Single Family 331225.03
600251319 Refinance 6.75 368000
CA 80 N 12/21/2001
02/01/2002 02/01/2002 3256.47
926777070 365620.39
Primary Residence Standard PUD
Purchase 6.625 392000
600251902 72.32 N 01/16/2002
KY
405130000 03/01/2002 03/01/2002 390722.43
Standard PUD
Primary Residence
600254141 Purchase 7.25 59400
PA 90 N 01/15/2002
02/01/2002 03/01/2002 542.24
196050000 59216.64
Primary Residence Standard Single Family
600255814 Refinance 6.125 464000
01/25/2002
PA 61.87 N 3946.9
191180000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 462421.43
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600256837 Refinance 6.75 382000
IL 72.08 N 01/11/2002
02/01/2002 03/01/2002 3380.35
604670000 380768.4
Primary Residence Standard Single Family
Refinance 7.5 300000
600256949 67.42 N 01/11/2002
SC
294050000 02/01/2002 03/01/2002 297593.96
Stated Income Single Family
Primary Residence
600257702 Refinance 6.75 313000
NJ 64.41 N 09/05/2001
03/01/2002 11/01/2001 2769.77
085500000 307897.18
Primary Residence Stated Income Single Family
600257703 Refinance 6.5 326000
10/04/2001
MD 63.68 N 2839.81
208170000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 316641.98
600257704 Refinance 6.5 382000
NJ 59.97 N 10/24/2001
02/01/2002 12/01/2001 3327.63
079200000 376925.11
Primary Residence Standard Single Family
Refinance 6.75 385000
600257706 43.31 N 09/24/2001
FL
320800000 02/01/2002 11/01/2001 378723.38
Standard Single Family
Primary Residence
600257707 Refinance 6.5 359100
SC 74.82 N 09/27/2001
02/01/2002 11/01/2001 3128.15
299260000 353120.45
Primary Residence Standard PUD
600257708 Refinance 6.5 302000
10/03/2001
VA 66.82 N 2630.74
220310000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 297977.39
600257709 Purchase 6.375 295000
NC 72.54 N 10/30/2001
02/01/2002 12/01/2001 2549.54
276150000 290887.56
Primary Residence Standard PUD
Refinance 6.5 385000
600257710 79.38 N 09/25/2001
MA
018030000 02/01/2002 11/01/2001 378142.49
Standard Single Family
Primary Residence
600257711 Refinance 7.125 437500
SC 71.84 N 08/21/2001
02/01/2002 10/01/2001 3963.01
294390000 429185.26
Second Home Standard Single Family
600257712 Refinance 7 465750
08/08/2001
WI 75 N 4186.29
530450000 02/01/2002 10/01/2001
Primary Residence Standard Single Family 456803.92
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600257713 Refinance 6.75 318000
NC 74.3 N 09/18/2001
02/01/2002 11/01/2001 2814.01
282770000 312815.7
Primary Residence Standard PUD
Refinance 6.25 350000
600257714 46.36 N 10/01/2001
DC
200080000 02/01/2002 11/01/2001 344047.95
Standard Single Family
Primary Residence
600257716 Refinance 6.5 560000
CA 48.7 N 09/28/2001
02/01/2002 12/01/2001 4878.21
940240000 552560.31
Primary Residence Standard Single Family
600257718 Refinance 6.375 345000
10/26/2001
CO 53.08 N 2981.66
800150000 02/01/2002 12/01/2001
Primary Residence Standard PUD 340367.84
600257719 Refinance 6 400000
FL 48.49 N 10/26/2001
02/01/2002 12/01/2001 3375.43
328090000 394456.88
Primary Residence Standard PUD
Refinance 6.25 456000
600257720 54.61 N 10/24/2001
NJ
076320000 02/01/2002 12/01/2001 448315.21
Standard Single Family
Primary Residence
600257721 Purchase 6.5 330000
CO 80 N 10/26/2001
02/01/2002 12/01/2001 2874.66
804350000 325615.9
Second Home Standard PUD
600257722 Refinance 6.375 635500
10/09/2001
NC 78.46 N 5492.31
274080000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 626967.44
600257723 Purchase 7.25 400000
FL 50 N 10/11/2000
02/01/2002 11/01/2001 3651.45
339190000 392478.49
Primary Residence Standard Single Family
Purchase 6.875 418300
600257724 86.66 N 10/02/2001
FL
333300000 02/01/2002 12/01/2001 412917.49
Standard PUD
Primary Residence
600257725 Refinance 6.75 650000
NJ 66.67 N 10/19/2001
02/01/2002 12/01/2001 5751.91
079400000 640630.69
Primary Residence Standard Single Family
600257726 Refinance 7.25 439000
09/26/2001
FL 56.65 N 4007.47
321740000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 432138.5
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600257727 Purchase 6.75 522500
NJ 55.06 N 10/19/2001
02/01/2002 12/01/2001 4623.65
078200000 515704.58
Primary Residence Stated Income Single Family
Refinance 6.75 388200
600257728 48.53 N 10/05/2001
DC
200080000 02/01/2002 12/01/2001 383151.22
Standard Single Family
Primary Residence
600257729 Refinance 6.375 375000
FL 75 N 10/31/2001
02/01/2002 12/01/2001 3240.94
335600000 369965.04
Second Home Standard Condominium
600257730 Refinance 6.625 578000
09/28/2001
FL 64.22 N 5074.8
342740000 02/01/2002 11/01/2001
Second Home Standard Single Family 567973.87
600257731 Refinance 6.75 420000
FL 75 N 10/04/2001
02/01/2002 12/01/2001 3716.62
344740000 414164.94
Primary Residence Standard Single Family
Refinance 6.625 600000
600257732 46.88 N 09/21/2001
NC
282770000 01/01/2002 11/01/2001 590114.14
Stated Income PUD
Primary Residence
600257733 Refinance 6.75 330000
GA 75 N 10/05/2001
02/01/2002 12/01/2001 2920.2
300680000 324849.65
Primary Residence Standard PUD
600257734 Refinance 6.625 349000
09/24/2001
GA 76.62 N 3064.2
303280000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 343249.71
600257735 Refinance 6.25 420000
SC 54.19 N 10/19/2001
03/01/2002 12/01/2001 3601.18
294640000 414300.96
Primary Residence Stated Income PUD
Refinance 7 407000
600257736 64.6 N 10/18/2001
NJ
085120000 02/01/2002 12/01/2001 401818.54
Standard PUD
Primary Residence
600257738 Refinance 6.375 400500
VA 66.75 N 10/11/2001
02/01/2002 12/01/2001 3461.32
221820000 395122.69
Primary Residence Standard Single Family
600257739 Refinance 7.25 385875
10/18/2001
FL 75 N 3522.51
322560000 02/01/2002 12/01/2001
Primary Residence Standard PUD 381066.92
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600257740 Refinance 6.375 412500
GA 75 N 10/26/2001
03/01/2002 12/01/2001 3565.03
300970000 403713.64
Primary Residence Standard PUD
Refinance 6.75 365900
600257741 52.27 N 09/26/2001
IL
601260000 02/01/2002 12/01/2001 361141.25
Standard Single Family
Primary Residence
600257742 Refinance 6.875 483000
NY 39.43 N 10/10/2001
02/01/2002 12/01/2001 4307.66
105040000 469858.6
Primary Residence Standard Single Family
600257743 Refinance 6.5 608000
09/24/2001
NC 80 N 5296.33
275110000 02/01/2002 11/01/2001
Primary Residence Standard Single Family 597365.01
600257744 Purchase 6.625 383200
NJ 80 N 09/26/2001
02/01/2002 11/01/2001 3364.47
077120000 376886.23
Primary Residence Standard Single Family
Purchase 6.75 650000
600257745 75.58 N 10/25/2001
FL
333320000 02/01/2002 12/01/2001 641546.37
Standard Single Family
Primary Residence
600257746 Refinance 7.125 400001
FL 40.4 N 09/26/2001
02/01/2002 11/01/2001 3623.33
335720000 393319.25
Primary Residence Standard PUD
600257748 Refinance 6.5 541000
10/26/2001
LA 38.64 N 4712.69
701180000 02/01/2002 12/01/2001
Primary Residence Standard Single Family 533812.78
600257749 Purchase 6.5 355000
NJ 72.45 N 10/30/2001
03/01/2002 12/01/2001 3092.43
079280000 350208.65
Primary Residence Standard Single Family
Refinance 7 357000
600257750 58.24 N 09/26/2001
VA
222070000 03/01/2002 11/01/2001 351302.31
Standard Single Family
Primary Residence
600257933 Purchase 6.625 372000
DE 80 N 12/28/2001
02/01/2002 02/01/2002 3266.14
199580000 369568.53
Primary Residence Standard Single Family
600259328 Refinance 6.75 519000
01/14/2002
AZ 60.35 N 4592.68
857180000 02/01/2002 03/01/2002
Primary Residence Standard PUD 517326.7
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600260148 Refinance 6.125 475000
CA 29.69 N 11/28/2001
01/01/2002 01/01/2002 4040.47
914360000 470127.24
Primary Residence Standard Single Family
Purchase 6.375 309000
600260149 73.75 N 11/26/2001
CA
945660000 02/01/2002 01/01/2002 305896.67
Standard PUD
Primary Residence
600260150 Refinance 6.25 420000
MA 58.33 N 11/27/2001
02/01/2002 01/01/2002 3601.18
017210000 414691.58
Primary Residence Standard Single Family
600260151 Refinance 6.25 615000
11/23/2001
CA 55.91 N 5273.15
946180000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 608757.53
600260153 Refinance 6.5 488395
WA 55.82 N 11/19/2001
02/01/2002 01/01/2002 4254.44
980400000 483541.91
Primary Residence Standard Single Family
Refinance 6.625 337000
600260154 40.12 N 11/23/2001
MA
024780000 02/01/2002 01/01/2002 333604.27
Standard Single Family
Primary Residence
600260155 Refinance 6.625 477000
CA 53 N 11/21/2001
02/01/2002 01/01/2002 4188.03
943030000 472310.42
Primary Residence Standard Single Family
600260156 Refinance 6.25 480000
12/04/2001
OR 63.16 N 4115.63
972290000 02/01/2002 02/01/2002
Primary Residence Standard PUD 476591.15
600260160 Refinance 6.25 382000
CA 47.75 N 11/26/2001
02/01/2002 01/01/2002 3275.36
945560000 378122.54
Primary Residence Standard Single Family
Refinance 6.5 636000
600260161 66.95 N 12/04/2001
WA
980400000 02/01/2002 02/01/2002 631798.15
Standard Single Family
Primary Residence
600260527 Refinance 6 488000
CA 51.64 N 11/19/2001
02/01/2002 01/01/2002 4118.03
926250000 481668.5
Primary Residence Standard PUD
600261117 Refinance 6.375 408000
11/21/2001
PA 49 N 3526.15
190350000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 403902.36
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600261119 Refinance 6.375 408500
CA 50.74 N 11/21/2001
02/01/2002 01/01/2002 3530.47
926790000 404397.34
Primary Residence Standard PUD
Refinance 6.125 350000
600261179 58.43 N 11/30/2001
MD
208530000 01/01/2002 01/01/2002 346409.54
Standard PUD
Primary Residence
600261181 Refinance 6.125 330000
CA 34.74 N 12/04/2001
02/01/2002 02/01/2002 2807.07
950140000 327748.88
Primary Residence Standard Single Family
600261745 Refinance 6 590000
11/30/2001
CA 56.19 N 4978.76
950320000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 583883.24
600261746 Refinance 6.375 425000
CT 62.96 N 11/30/2001
01/01/2002 02/01/2002 3673.07
060010000 422161.96
Primary Residence Standard Single Family
Refinance 6.125 389000
600261747 54.41 N 11/28/2001
CA
940430000 02/01/2002 01/01/2002 385009.45
Standard PUD
Primary Residence
600261748 Refinance 6.25 480000
CA 50.53 N 12/03/2001
03/01/2002 02/01/2002 4115.63
950140000 475000.75
Primary Residence Standard Single Family
600261962 Refinance 6 376000
11/15/2001
CA 45.58 N 3172.91
910110000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 372101.85
600262050 Refinance 6.375 350000
CA 36.84 N 12/03/2001
02/01/2002 02/01/2002 3024.88
945630000 347662.8
Primary Residence Standard Single Family
Refinance 6 428000
600262054 59.03 N 12/05/2001
TX
752296404 02/01/2002 02/01/2002 425049.22
Standard Single Family
Primary Residence
600262055 Refinance 6 500000
MD 55.56 N 12/05/2001
02/01/2002 02/01/2002 4219.28
208170000 496552.84
Primary Residence Standard Single Family
600262471 Refinance 6.375 450000
11/26/2001
CA 52.94 N 3889.13
945170000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 445480.56
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600263385 Refinance 7.375 398000
NJ 51.69 N 01/11/2002
02/01/2002 03/01/2002 3661.29
074011804 396784.75
Primary Residence Stated Income Single Family
Purchase 6.625 331200
600263566 80 N 01/08/2002
TX
770550000 02/01/2002 03/01/2002 330120.58
Standard Single Family
Primary Residence
600263568 Refinance 6.5 403000
TX 62 N 12/18/2001
02/01/2002 02/01/2002 3510.56
752300000 400248.09
Primary Residence Standard Single Family
600267285 Purchase 6.625 425000
02/01/2002
VA 59.19 N 3731.47
232210000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 423614.88
600267558 Refinance 6.5 303000
CA 55.09 N 12/10/2001
02/01/2002 02/01/2002 2639.46
921060000 300986.94
Primary Residence Standard Single Family
Purchase 6.5 319100
600268377 95 N 01/31/2002
SC
297320000 03/01/2002 03/01/2002 318048.75
Standard Single Family
Primary Residence
600268413 Refinance 6.5 464000
CO 80 N 02/05/2002
03/01/2002 03/01/2002 4041.94
813010000 462471.39
Primary Residence Standard Single Family
600268563 Purchase 6.875 532700
01/17/2002
NJ 79.99 N 4750.91
088160000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 531001.02
600270238 Purchase 6.875 436800
NJ 79.99 N 10/31/2001
02/01/2002 12/01/2001 3895.62
088160000 431179.45
Primary Residence Standard Single Family
Refinance 6.5 420000
600271143 66.67 N 09/28/2001
CO
802100000 02/01/2002 11/01/2001 413006.39
Standard Single Family
Primary Residence
600271521 Refinance 6.375 365000
MA 71.85 N 02/07/2002
03/01/2002 04/01/2002 3154.52
017730000 365000
Primary Residence Standard Single Family
600272466 Refinance 6.75 430000
01/29/2002
IN 69.92 N 3805.11
460320000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 428613.64
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
600272753 Refinance 6.75 459500
PA 77.23 N 02/06/2002
03/01/2002 04/01/2002 4066.16
191470000 459500
Primary Residence Standard Single Family
Refinance 6.875 380000
600272754 80 N 01/28/2002
PA
193170000 02/01/2002 03/01/2002 378788.03
Standard PUD
Primary Residence
600272868 Refinance 6.375 330000
WA 68.75 N 02/12/2002
03/01/2002 04/01/2002 2852.03
980720000 330000
Primary Residence Standard Single Family
600272910 Refinance 6.5 551000
01/30/2002
NC 64.82 N 4799.81
280310000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 549184.77
600274337 Refinance 6.5 590000
MA 53.64 N 01/24/2002
02/01/2002 03/01/2002 5139.53
020660000 588056.3
Primary Residence Standard Single Family
Refinance 6.5 525000
600276087 70 N 01/25/2002
NJ
080530000 02/01/2002 03/01/2002 522270.44
Standard Single Family
Primary Residence
600276118 Refinance 6.5 325000
NJ 66.33 N 01/30/2002
03/01/2002 03/01/2002 2831.1
085340000 323929.32
Primary Residence Standard Single Family
600276893 Refinance 6.5 450000
01/28/2002
IN 42.86 N 3919.99
460380000 02/01/2002 03/01/2002
Primary Residence Standard PUD 447520.2
600278005 Refinance 6.5 413000
MO 70 N 01/22/2002
02/01/2002 03/01/2002 3597.68
633010000 411639.29
Primary Residence Standard Single Family
Refinance 6.5 525000
600278732 32.81 N 01/31/2002
CO
801110000 03/01/2002 03/01/2002 523270.43
Standard PUD
Primary Residence
600279087 Refinance 6.5 550900
VA 70 N 01/24/2002
02/01/2002 03/01/2002 4798.93
221810000 549085.11
Primary Residence Stated Income Single Family
600281119 Purchase 6.875 332000
01/29/2002
MO 80 N 2960.96
650260000 02/01/2002 03/01/2002
Second Home Standard Condominium 330941.12
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
652563711 Refinance 6.875 510000
CA 51 N 08/14/2001
03/01/2002 10/01/2001 4548.46
913610000 493695.55
Primary Residence Standard PUD
Purchase 7 181000
652614989 64.41 N 08/06/2001
CA
923520000 02/01/2002 10/01/2001 177523.35
Stated Income Single Family
Primary Residence
652629582 Refinance 6.625 324000
CA 80 N 10/25/2001
02/01/2002 12/01/2001 2844.7
953770000 319741.09
Primary Residence Standard Single Family
652638108 Refinance 7.125 125000
08/23/2001
MD 52.08 N 1132.29
208770000 02/01/2002 10/01/2001
Primary Residence Stated Income Single Family 122624.37
652645159 Refinance 6.75 380000
CA 79.17 N 08/02/2001
03/01/2002 10/01/2001 3362.66
925040000 366474.22
Primary Residence Standard Single Family
Refinance 6.875 475000
652645401 60.13 N 08/08/2001
CA
910300000 02/01/2002 10/01/2001 458181.17
Standard Single Family
Primary Residence
652647468 Refinance 6.625 557000
NJ 73.77 N 09/24/2001
02/01/2002 11/01/2001 4890.43
085400000 547822.58
Primary Residence Standard Single Family
652650112 Refinance 6.75 385500
08/18/2001
PA 71.39 N 3411.33
193500000 01/01/2002 10/01/2001
Primary Residence Standard Single Family 377937.01
652651336 Refinance 6.75 350000
CA 58.33 N 09/06/2001
02/01/2002 11/01/2001 3097.19
945600000 344293.97
Primary Residence Standard Single Family
Refinance 6.625 420000
652670429 69.42 N 09/18/2001
TX
770960000 02/01/2002 11/01/2001 413079.85
Standard Single Family
Primary Residence
652670515 Purchase 6.875 600000
CA 76.92 N 08/22/2001
02/01/2002 10/01/2001 5351.13
908030000 588352.51
Primary Residence Standard Single Family
652672267 Refinance 6.625 342000
09/20/2001
CA 63.93 N 3002.74
915010000 03/01/2002 11/01/2001
Primary Residence Standard PUD 336365.04
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
652673587 Refinance 6.875 545000
NV 38.93 N 08/24/2001
02/01/2002 10/01/2001 4860.61
891480000 484360.23
Primary Residence Standard Single Family
Refinance 6.5 334000
652676643 63.86 N 09/11/2001
CA
926530000 02/01/2002 11/01/2001 328438.41
Standard Single Family
Primary Residence
652679027 Purchase 6.75 560000
CA 80 N 08/27/2001
02/01/2002 10/01/2001 4955.5
947070000 533928.98
Primary Residence Standard Single Family
652681493 Refinance 6.875 99999
08/24/2001
CA 19.05 N 891.85
951360000 02/01/2002 10/01/2001
Primary Residence Stated Income Single Family 98057.75
652687439 Refinance 6.625 328500
GA 90 N 10/23/2001
02/01/2002 12/01/2001 2884.21
300250000 324081.93
Primary Residence Standard Single Family
Refinance 6.75 338000
652696538 28.17 N 09/15/2001
CA
902740000 03/01/2002 11/01/2001 332471.36
Standard Single Family
Primary Residence
652698804 Refinance 6.5 400000
NY 80 N 11/07/2001
02/01/2002 01/01/2002 3484.43
109540000 396025.26
Primary Residence Standard Single Family
652706789 Refinance 6.625 350000
10/12/2001
TX 61.4 N 3072.98
750930000 02/01/2002 12/01/2001
Primary Residence Standard PUD 343831.51
652712870 Refinance 6.625 375000
CA 79.79 N 09/24/2001
02/01/2002 11/01/2001 3292.48
920650000 368821.31
Primary Residence Standard Single Family
Refinance 6.5 134500
652713611 61.14 N 09/24/2001
CA
908020000 03/01/2002 11/01/2001 132260.37
Stated Income Condominium
Primary Residence
652716743 Refinance 6.625 275000
KS 51.4 N 12/06/2001
02/01/2002 02/01/2002 2414.49
662090000 273202.53
Primary Residence Standard Single Family
652717912 Refinance 6.625 335000
10/05/2001
AL 78.45 N 2941.28
354060000 02/01/2002 12/01/2001
Primary Residence Standard PUD 328568.77
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
652719561 Refinance 6.75 650000
CA 66.67 N 10/03/2001
02/01/2002 12/01/2001 5751.92
926530000 641546.33
Primary Residence Standard PUD
Refinance 6.625 85000
652722193 62.04 N 10/13/2001
NH
032590000 02/01/2002 12/01/2001 83882.67
Stated Income Single Family
Primary Residence
652742707 Refinance 6.5 398000
NJ 69.82 N 11/16/2001
02/01/2002 01/01/2002 3467.01
077330000 394045.12
Primary Residence Standard Single Family
652749398 Refinance 6.5 303100
11/12/2001
CA 35.66 N 2640.33
945680000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 300088.12
652751831 Refinance 6.125 327000
CA 42.75 N 10/17/2001
03/01/2002 12/01/2001 2781.55
928860000 322515.86
Primary Residence Standard Single Family
Refinance 6.625 375000
652756470 31.51 N 01/18/2002
MT
597410000 02/01/2002 03/01/2002 372777.83
Standard Single Family
Second Home
652758061 Refinance 7.375 344000
VT 45.26 N 12/21/2001
01/01/2002 02/01/2002 3164.54
051550000 341892.8
Second Home Standard Condominium
652759190 Refinance 6.625 428000
12/04/2001
CA 74.43 N 3757.82
945500000 02/01/2002 02/01/2002
Primary Residence Standard Single Family 424894.82
652761393 Refinance 6.75 381000
FL 79.71 N 12/07/2001
03/01/2002 02/01/2002 3371.51
331340000 378536.33
Primary Residence Standard Single Family
Refinance 6.625 330500
652763442 49.7 N 10/26/2001
CA
928081408 02/01/2002 12/01/2001 326155.66
Standard PUD
Primary Residence
652767936 Refinance 6.5 374500
CA 81.41 N 11/07/2001
02/01/2002 01/01/2002 3262.3
906210000 370778.64
Primary Residence Standard PUD
652773855 Refinance 6.5 375000
11/13/2001
CA 79.45 N 3266.66
945910000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 371273.66
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
652775811 Refinance 6.625 650000
CA 43.33 N 11/06/2001
02/01/2002 01/01/2002 5706.96
931053615 638226.69
Primary Residence Standard Single Family
Refinance 6.625 328000
652777150 80 N 11/16/2001
CA
927080000 02/01/2002 01/01/2002 324775.3
Standard Single Family
Primary Residence
652787177 Refinance 6.5 400000
CA 54.05 N 11/12/2001
02/01/2002 01/01/2002 3484.43
906030000 394525.25
Primary Residence Standard Single Family
652788039 Refinance 6.5 326000
11/15/2001
CA 65.59 N 2839.82
912140000 02/01/2002 01/01/2002
Primary Residence Standard Single Family 322760.56
652788710 Refinance 6.625 325000
NJ 67.71 N 11/26/2001
02/01/2002 01/01/2002 2853.48
074560000 321804.79
Primary Residence Standard Single Family
Refinance 6.375 384000
652793767 80 N 12/26/2001
CA
926480000 02/01/2002 02/01/2002 381435.75
Standard PUD
Primary Residence
652794248 Refinance 6.5 315000
CA 50.4 N 11/07/2001
02/01/2002 01/01/2002 2743.99
926730000 311097.69
Primary Residence Standard PUD
652795307 Refinance 6.5 400000
11/18/2001
CO 78.43 N 3484.43
802300000 02/01/2002 01/01/2002
Primary Residence Standard PUD 396025.26
652795358 Refinance 6.875 305000
CA 61 N 12/08/2001
02/01/2002 02/01/2002 2720.16
945850000 303048.9
Primary Residence Standard Single Family
Refinance 6.5 368000
652796942 68.79 N 11/10/2001
CA
913610000 02/01/2002 01/01/2002 364239.22
Standard Single Family
Primary Residence
652802126 Refinance 6.5 441000
MI 69.23 N 12/11/2001
02/01/2002 02/01/2002 3841.59
488950000 438086.45
Primary Residence Standard Single Family
652804706 Refinance 6.375 385000
11/21/2001
CA 77 N 3327.37
917243847 02/01/2002 01/01/2002
Primary Residence Streamline PUD 381133.35
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
652808964 Refinance 6.5 524000
CA 69.87 N 12/13/2001
02/01/2002 02/01/2002 4564.61
926780000 520538.09
Primary Residence Standard Single Family
Refinance 6.5 479500
652810774 70 N 12/13/2001
NY
117330000 02/01/2002 02/01/2002 476332.11
Standard Single Family
Primary Residence
652821383 Refinance 6.875 427000
CA 72.37 N 11/21/2001
02/01/2002 01/01/2002 3808.22
926480000 422885.35
Primary Residence Standard PUD
652826184 Refinance 7.125 320000
12/08/2001
WV 79.8 N 2898.66
249010000 02/01/2002 02/01/2002
Primary Residence Standard Single Family 317996.75
652833999 Refinance 7.125 612500
NY 70 N 01/21/2002
02/01/2002 03/01/2002 5548.22
109600000 610588.5
Primary Residence Standard Single Family
Refinance 7 488500
652842461 84.96 N 12/22/2001
CA
923150000 02/01/2002 02/01/2002 485408.61
Standard Single Family
Primary Residence
652844289 Refinance 7.375 145000
CO 59.18 N 12/18/2001
02/01/2002 02/01/2002 1333.89
802280000 144111.79
Primary Residence Stated Income Single Family
652845666 Refinance 7.375 497000
12/18/2001
CA 69.9 N 4572.02
900450000 03/01/2002 02/01/2002
Primary Residence Standard Single Family 493955.59
652858049 Refinance 7.625 283000
VT 69.88 N 01/19/2002
02/01/2002 03/01/2002 2643.59
056740000 282154.64
Primary Residence Stated Income Condominium
Refinance 7.25 370000
652869917 37 N 01/16/2002
CA
940250000 02/01/2002 03/01/2002 368857.82
Standard Single Family
Primary Residence
652878547 Refinance 7.375 00000
XX 36.56 N 01/24/2002
02/01/2002 03/01/2002 538.16
992010000 58321.37
Primary Residence Stated Income Single Family
652882935 Refinance 6.75 448000
02/08/2002
CA 70 N 3964.4
917300000 03/01/2002 04/01/2002
Primary Residence Standard PUD 448000
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
685083786 Refinance 6.375 353650
VT 65.49 N 10/04/2001
02/01/2002 12/01/2001 3056.43
050760000 348901.68
Primary Residence Streamline Single Family
Refinance 6.75 340000
685092569 80 N 10/03/2001
CA
956280000 02/01/2002 12/01/2001 335578.06
Standard Single Family
Primary Residence
685095474 Refinance 7.375 150000
MA 42.86 N 07/21/2001
02/01/2002 09/01/2001 1379.89
015450000 146734.17
Primary Residence Stated Income Single Family
685098771 Refinance 7.125 400000
07/20/2001
VA 79.84 N 3623.33
201900000 02/01/2002 09/01/2001
Primary Residence Standard PUD 390909.81
685102234 Refinance 7.25 322000
CA 74.02 N 09/08/2001
03/01/2002 11/01/2001 2939.42
928790000 316969.57
Primary Residence Standard PUD
Refinance 6.75 350000
685106028 60.45 N 08/28/2001
CO
804240000 02/01/2002 10/01/2001 332625.83
Streamline Single Family
Second Home
685107119 Refinance 6.75 545000
MA 70.32 N 08/20/2001
02/01/2002 10/01/2001 4822.76
017411245 533888.01
Primary Residence Standard Single Family
685107211 Refinance 6.875 350000
08/15/2001
MA 63.52 N 3121.5
024940000 02/01/2002 10/01/2001
Primary Residence Standard Single Family 343205.58
685107266 Refinance 6.75 373600
OR 62.27 N 10/01/2001
02/01/2002 12/01/2001 3306.03
970450000 368741.07
Primary Residence Streamline Single Family
Refinance 6.875 432500
685109073 55.24 N 08/24/2001
MA
024680000 02/01/2002 10/01/2001 424104.11
Standard Single Family
Primary Residence
685109947 Refinance 6.75 427000
MI 74.07 N 09/28/2001
02/01/2002 11/01/2001 3778.57
481050000 416807.46
Primary Residence Standard Single Family
685110765 Refinance 6.75 302000
09/26/2001
CA 67.11 N 2672.43
900341051 02/01/2002 11/01/2001
Primary Residence Standard Single Family 297076.53
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
685113720 Refinance 6.625 384100
AL 57.33 N 10/23/2001
02/01/2002 12/01/2001 3372.38
354060000 379051.06
Primary Residence Standard Single Family
Refinance 6.625 496000
685114227 38.15 N 10/22/2001
TX
787464500 02/01/2002 12/01/2001 489480.18
Standard PUD
Primary Residence
685116636 Refinance 6.75 341000
VA 46.08 N 10/24/2001
02/01/2002 12/01/2001 3017.55
220663929 336565.06
Primary Residence Standard Single Family
685116973 Refinance 6.75 593500
10/31/2001
NY 64.16 N 5251.94
105770000 03/01/2002 01/01/2002
Primary Residence Streamline Single Family 587727.14
685118376 Refinance 6.75 314500
NJ 57.18 N 11/09/2001
02/01/2002 01/01/2002 2783.05
085120000 311440.89
Primary Residence Standard Single Family
Refinance 6.75 395000
685118666 71.17 N 12/10/2001
OR
978570000 02/01/2002 02/01/2002 392436.57
Select Single Family
Primary Residence
685119126 Refinance 6.75 358600
CA 43.47 N 10/04/2001
02/01/2002 12/01/2001 3173.29
950510000 353909.01
Primary Residence Standard Single Family
685121274 Refinance 6.5 624000
01/31/2002
TN 56.73 N 5435.71
380760000 02/01/2002 03/01/2002
Primary Residence Select Single Family 621944.29
685121926 Refinance 6.75 336000
NJ 80 N 10/25/2001
02/01/2002 12/01/2001 2973.3
074070000 331630.11
Primary Residence Standard Single Family
Refinance 6.75 315000
685121970 68.63 N 10/12/2001
NH
031100000 02/01/2002 12/01/2001 310582.42
Standard Single Family
Primary Residence
685122355 Refinance 6.625 348000
MN 63.27 N 10/18/2001
02/01/2002 12/01/2001 3055.42
553729181 336861.88
Primary Residence Standard Single Family
685124819 Refinance 6.625 455000
10/20/2001
CA 64.54 N 3994.88
927821292 02/01/2002 12/01/2001
Primary Residence Standard PUD 447278.52
LOAN_ID PURPOSE NOTE_DATE ORIGINAL_LOAN_AMOUNT
LTV LOAN_BUYDOWN_IND NOTE_RATE
PROP_STATE
PROP_ZIP_CODE PAID_TO_DATE FIRST_PAYMENT_DATE MONTHLY_P_AND_I
OCCUPANCY PROCESSING_STYLE PROPERTY_TYPE ISSUE_DATE_BALANCE
685127487 Refinance 6.875 373000
NY 76.12 N 01/30/2002
02/01/2002 03/01/2002 3326.62
129460000 371810.36
Second Home Streamline PUD
Refinance 6.75 620800
685131468 54.41 N 02/22/2002
GA
300040000 04/01/2002 04/01/2002 620800
Standard PUD
Primary Residence
685133260 Refinance 6.5 368000
MA 65.36 N 01/19/2002
03/01/2002 03/01/2002 3205.68
021860000 366787.65
Primary Residence Streamline Single Family
685133381 Refinance 6.5 325000
12/20/2001
CT 63.73 N 2831.1
064900000 03/01/2002 02/01/2002
Primary Residence Streamline Single Family 321659.91
685139556 Refinance 6.5 425000
FL 58.7 N 12/15/2001
03/01/2002 02/01/2002 3702.21
320820000 422192.16
Primary Residence Standard PUD
Refinance 6.75 325000
685140123 42.6 N 01/18/2002
VA
220660000 02/01/2002 03/01/2002 323952.17
Standard Single Family
Primary Residence
685146384 Refinance 7.125 361500
MA 77.49 N 01/25/2002
02/01/2002 03/01/2002 3274.58
010950000 360371.83
Primary Residence Streamline Single Family
685146721 Refinance 7 330000
01/14/2002
MD 71.9 N 2966.14
209050000 02/01/2002 03/01/2002
Primary Residence Standard Single Family 328958.86
702003897 Refinance 6.875 303000
ID 64.88 N 09/18/2001
02/01/2002 11/01/2001 2702.32
837090000 298112.4
Primary Residence Standard Single Family
Purchase 7.375 400000
702004364 85.11 N 08/29/2001
OH
454290000 02/01/2002 10/01/2001 392558.34
Standard Single Family
Primary Residence
702005394 Refinance 6.75 336400
AZ 68.65 N 12/03/2001
02/01/2002 02/01/2002 2976.84
853310000 334224.72
Primary Residence Standard Single Family
EXHIBIT F
FORM OF REQUEST FOR RELEASE
To: Escrow Bank USA
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attn: [ ]
-------------------------
Re: Custodial Agreement dated as of March 27, 2002 by and among GMAC
Mortgage Corporation, as Servicer, Bank One, National
Association., as Trustee and Escrow Bank USA, as Custodian
In connection with the administration of the Mortgage Loans,
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 March 27, 2002, 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
-----------------------------------------------
N 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 2002-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
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R-[ ] Certificates if either the pass-through entity is an electing large
partnership under Section 775 of the 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.)
5. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the transfer of
any Class R-[ ] Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face of the
Class R-[ ] Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R-[ ] Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R-[ ] Certificates will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is ______________________.
10. This affidavit and agreement relates only to the Class R-[ ] Certificates
held by the Owner and not to any other holder of the Class R-[ ] Certificates.
The Owner understands that the liabilities described herein relate only to the
Class R-[ ] Certificates.
11. That no purpose of the Owner relating to the transfer of any of the Class
R-[ ] Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R-[ ]
Certificate that the Owner intends to pay taxes associated with holding such
Class R-[ ] Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R-[ ]
Certificate.
G-1-2
13. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class
R-[ ] Certificates remain outstanding.
14. The Owner is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (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.
15. 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.
16. 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
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).
G-1-3
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 __th day of March, 2002.
[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 __th day of March, 2002.
---------------------------------------------
---------------------------------------------
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.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
0 Xxxx Xxx, Xxxxx, Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-J3
Re: GMACM Mortgage Pass-Through Certificates,
Series 2002-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 2002-J3, Class R-[ ] (the "Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of March 27, 2002 among Residential Asset
Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation,
as servicer, and Bank One, National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or collection of
any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and
the Servicer a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
G-2-1
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
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.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
0 Xxxx Xxx, Xxxxx, Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
GMAC Mortgage Corporation
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc. Series 2002-J3
RE: GMACM Mortgage Pass-Through Certificates,
Series 2002-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 2002-J3, Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 27, 2002 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 , 2002, 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 prohibited
transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any Plan within the meaning of the Department of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase 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.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
0 Xxxx Xxx, Xxxxx, Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-J3
-------
Re: GMACM Mortgage Pass-Through Certificates,
Series 2002-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 2002-J3,
Class ___ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of March 27, 2002,
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer, and Bank One, National Association, as
trustee (the "Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
I-1
Very truly yours,
-------------------------------
-------------------------------
Seller
By:
-----------------------
Name
----------------------
Title
-----------------------
I-2
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
--------------------------------------------------------
--------------------------------------------------------
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 0000 Xxx.
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 March 27, 2002 among GMAC Mortgage Corporation as
Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to
Section 5.02 of the Agreement and Bank One, National Association, as trustee),
as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any
state.
(b) The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters that it is capable of evaluating
the merits and risks of investment in the Rule 144A Securities.
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 or other plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of
the Department of Labor ("DOL") regulation at 29 C.F.R. ss.
2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
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.
Will the Buyer be purchasing the Rule 144A
------------ -------
Yes No Securities only for the Buyer's own account?
J-5
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.
6. The undersigned will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.
J-7
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Print Name of Buyer
By:
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Name
-----------------------
-----------------------
Title:
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IF AN ADVISER:
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Print Name of Buyer:
Date:
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J-8
12925243 02935435 K-2
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12925243 02935435 K-1
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EXHIBIT K
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
___________, 20
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
0 Xxxx Xxx, Xxxxx, Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-J3
Re: GMACM Mortgage Pass-Through Certificates, Series 2002-J3
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by Bank
One, National Association (the "Trustee") to ______________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
March 27, 2002 among Residential Asset Mortgage Products, Inc., as seller (the
"Company"), GMAC Mortgage Corporation, as Servicer, and the Trustee. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Lender hereby certifies, represents and
warrants to, and covenants with, the Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
K-1
Very truly yours,
--------------------------------
--------------------------------
(Lender)
By:
------------------------
Name
-----------------------
Title
------------------------
K-2
EXHIBIT L
SCHEDULE OF DISCOUNT FRACTIONS
Loan
Number Scheduled Balances Net Rate PO Amount Discount Fraction
--------------------------------------------------------------------------------
521338103 416,164.74 5.625 26,010.30 0.06250000
522195106 597,738.10 5.750 24,905.75 0.04166667
600257719 394,456.88 5.750 16,435.70 0.04166667
600260527 481,668.50 5.750 20,069.52 0.04166667
600261745 583,883.24 5.750 24,328.47 0.04166667
600261962 372,101.85 5.750 15,504.24 0.04166667
600262054 425,049.22 5.750 17,710.38 0.04166667
600262055 496,552.84 5.750 20,689.70 0.04166667
519580500 347,326.84 5.875 7,235.98 0.02083333
523067908 322,322.02 5.875 6,715.04 0.02083333
600221959 573,063.96 5.875 11,938.83 0.02083333
600251182 331,225.03 5.875 6,900.52 0.02083333
600255814 462,421.43 5.875 9,633.78 0.02083333
600260148 470,127.24 5.875 9,794.32 0.02083333
600261179 346,409.54 5.875 7,216.87 0.02083333
600261181 327,748.88 5.875 6,828.10 0.02083333
600261747 385,009.45 5.875 8,021.03 0.02083333
652751831 322,515.86 5.875 6,719.08 0.02083333
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;
M-1
(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-2
EXHIBIT N
FORM OF CUSTODIAN CERTIFICATION
March 27, 2002
Bank One, National Association,
as Trustee
0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
GMAC Mortgage Corporation.
000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-J3
-------
Re: Custodial Agreement dated as of March 27, 2002, by and among Bank
One, National Association, as Trustee, GMAC Mortgage Corporation,
as Servicer, and Escrow Bank USA, as Custodian
Ladies and Gentlemen:
In accordance with Section 2.2 of the above-captioned Custodial
Agreement, 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
