EXECUTION COPY
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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
WELLS FARGO BANK MINNESOTA, N.A.,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 27, 2000
GMACM Mortgage Loan Trust 2000-J5
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2000-J5
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
ARTICLE I DEFINITIONS................................................................4
Section 1.01. Definitions...........................................................4
Section 1.02. Use of Words and Phrases.............................................40
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........40
Section 2.01. Conveyance of Mortgage Loans.........................................40
Section 2.02. Acceptance by Trustee................................................47
Section 2.03. Representations, Warranties and Covenants of the Servicer and
the Company..........................................................48
Section 2.04. Representations and Warranties of the Seller.........................49
Section 2.05. Execution and Authentication of Certificates.........................50
Section 2.06. Negative Covenants of the Trust Fund.................................50
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................51
Section 3.01. Servicer to Act as Servicer..........................................51
Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations................52
Section 3.03. Successor Subservicers...............................................52
Section 3.04. Liability of the Servicer............................................53
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...................................................53
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee......53
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account....................................................54
Section 3.08. Subservicing Accounts; Servicing Accounts............................56
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.......................................................57
Section 3.10. Permitted Withdrawals from the Custodial Account.....................57
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder...........................................................59
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.............................................................60
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments......................................61
Section 3.14. Realization Upon Defaulted Mortgage Loans............................63
Section 3.15. Trustee to Cooperate; Release of Mortgage Files......................66
<PAGE>
Section 3.16. Servicing and Other Compensation; Compensating Interest..............67
Section 3.17. Periodic Filings with the Securities and Exchange Commission;
Additional Information...............................................68
Section 3.18. Annual Statement as to Compliance....................................68
Section 3.19. Annual Independent Public Accountants' Servicing Report..............69
Section 3.20. Rights of the Company in Respect of the Servicer.....................69
Section 3.21. Administration of Buydown Funds......................................69
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................70
Section 4.01. Payment Account......................................................70
Section 4.02. Distributions........................................................70
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........................78
ARTICLE V THE CERTIFICATES..........................................................79
Section 5.01. The Certificates.....................................................79
Section 5.02. Registration of Transfer and Exchange of Certificates................80
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................85
Section 5.04. Persons Deemed Owners................................................85
Section 5.05. Appointment of Paying Agent..........................................86
Section 5.06. Optional Purchase of Certificates....................................86
ARTICLE VI THE COMPANY AND THE SERVICER..............................................87
Section 6.01. Respective Liabilities of the Company and the Servicer...............87
Section 6.02. Merger or Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by Servicer............88
Section 6.03. Limitation on Liability of the Company, the Servicer and Others......88
Section 6.04. Company and Servicer Not to Resign...................................89
ARTICLE VII DEFAULT...................................................................89
Section 7.01. Events of Default....................................................89
Section 7.02. Trustee to Act; Appointment of Successor.............................91
Section 7.03. Notification to Certificateholders...................................93
<PAGE>
Section 7.04. Waiver of Events of Default..........................................93
ARTICLE VIII CONCERNING THE TRUSTEE....................................................93
Section 8.01. Duties of Trustee....................................................93
Section 8.02. Certain Matters Affecting the Trustee................................95
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................96
Section 8.04. Trustee May Own Certificates.........................................96
Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification.........96
Section 8.06. Eligibility Requirements for Trustee.................................97
Section 8.07. Resignation and Removal of the Trustee...............................97
Section 8.08. Successor Trustee....................................................98
Section 8.09. Merger or Consolidation of Trustee...................................99
Section 8.10. Appointment of Co-Trustee or Separate Trustee........................99
Section 8.11. Appointment of Custodians...........................................100
Section 8.12. Appointment of Office or Agency.....................................100
ARTICLE IX TERMINATION..............................................................101
Section 9.01. Termination Upon Purchase by the Servicer or the Company or
Liquidation of All Mortgage Loans...................................101
Section 9.02. Additional Termination Requirements.................................103
ARTICLE X REMIC PROVISIONS.........................................................103
Section 10.01.REMIC Administration................................................103
Section 10.02.Servicer, REMIC Administrator and Trustee Indemnification...........107
Section 10.03.Designation of REMIC(s).............................................107
Section 10.04.Distributions on Uncertificated REMIC I Regular Interests and
REMIC II Regular Interests..........................................108
Section 10.05.Compliance with Withholding Requirements............................108
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................109
Section 11.01.Amendment...........................................................109
Section 11.02.Recordation of Agreement; Counterparts..............................110
Section 11.03.Limitation on Rights of Certificateholders..........................111
Section 11.04.Governing Law.......................................................111
Section 11.05.Notices.............................................................111
Section 11.06.Required Notices to Rating Agency and Subservicer...................112
<PAGE>
Section 11.07.Severability of Provisions..........................................113
Section 11.08.Supplemental Provisions for Resecuritization........................113
Section 11.09.Allocation of Voting Rights.........................................114
Section 11.10.Non Petition........................................................114
</TABLE>
<PAGE>
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 SB 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-1:...Form of Investor Representation Letter
Exhibit H-2:...Form of ERISA Representation Letter
Exhibit H-3:...Form of ERISA Legend
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:.....[reserved]
Exhibit M:.....Information to be Included in Monthly Distribution Date Statement
Exhibit N:.....Form of Initial Certification
Exhibit O:.....Form of Final Certification
<PAGE>
This is the Pooling and Servicing Agreement, dated as of October 27,
2000 (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 WELLS
FARGO BANK MINNESOTA, N.A., 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 eight 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 Initial Latest
Designation Remittance Uncertificated Possible
Date Rate Balance Maturity(1)
I-LT1 Variable(2) $124,887,004.41 November 25,2030
I-LT2 Variable(2) $5,691.54 November 25,2030
I-LT3 0% $6,799.09 November 25,2030
I-LT4 Variable(2) $6,799.09 November 25,2030
I-LT5 Variable(2) $4,932.13 November 25,2030
I-LT6 Variable(2) $7,559.75 November 25,2030
I-LTIO-1 Variable(2) $0.00 November 25,2030
I-LTIO-2 Variable(2) $0.00 November 25,2030
.......
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(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC I
Regular Interest.
(2) Calculated in accordance with the definition of "REMIC I Remittance Rate"
herein.
<PAGE>
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
Uncertificated 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.
<TABLE>
<CAPTION>
Aggregate
Initial
Certificate Moody's/
Pass-Throu Principal Maturity Standard & Minimum
Designation Rate Balance Features(1) Date Poor's Denominations(2)
<S> <C> <C> <C>
Class A-1 Variable $42,873,121 Senior/Variable November Aaa/AAA $25,000.00
Rate(3) Rate 25, 2030
Class A-2 Variable $66,464,724 Senior/Variable November Aaa/AAA $25,000.00
Rate(4) Rate 25, 2030
Class PO Variable $10,583,903 Senior/Variable November Aaa/AAA $25,000.00
Rate(5) (6) Rate 25, 2030
Class IO Variable $0.00(8) Senior/Interest November Aaa/AAA (9)
Rate(7) Only/Variable 25, 2030
Rate
Class R-I 7.4253% $75.00 Senior/Residual/FiNovember Aaa/AAA (10)
Rate 25, 2030
Class R-II 7.4253% $75.00 Senior/Residual/FiNovember Aaa/AAA (10)
Rate 25, 2030
Class M-1 Variable $1,873,900 Mezzanine November Aa2/AA $25,000.00
Rate(11) 25, 2030
Class M-2 Variable $1,561,500 Mezzanine November A2/A $250,000.00
Rate(11) 25, 2030
Class M-3 Variable $1,467,700 Mezzanine November Baa2/BBB $250,000.00
Rate(11) 25, 2030
Class SB Variable $93,788.14 Subordinate November N/A 9
Rate (12) 25, 2030
</TABLE>
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(1) The Class A Certificates, Class PO Certificates and Class M Certificates
shall be Book-Entry Certificates. The Class IO, Class SB and Class R
Certificates shall be delivered to the Holders thereof in physical form.
(2) The Certificates, other than the Class IO Certificates, Class SB
Certificates and Class R Certificates, shall be issuable in minimum
dollar denominations as indicated above (by Certificate Principal
Balance or Notional Amount) and integral multiples of $1 in excess
thereof.
(3) With respect to the Class A-1 Certificates and any Distribution Date
occurring in or prior to January 2001, a per annum rate equal to the
weighted average of the Net Mortgage Rates of the Group I Loans, and for
each Distribution Date thereafter, will be a per annum rate equal to the
weighted average of the Net Mortgage Rates of the Group I Loans minus
0.625%.
(4) With respect to the Class A-2 Certificates and any Distribution Date
occurring in or prior to July 2005, a per annum rate equal to the
weighted average of the Net Mortgage Rates of the Group II Loans, and
for each Distribution Date thereafter, will be a per annum rate equal to
<PAGE>
the least of (1) the One-Year U.S. Treasury Rate in effect as of the
first day of the related Due Period plus 1.75%, (2) the weighted average
of the Net Mortgage Rates of the Group II Loans minus 0.625%, and (3)
12.00%. For purposes of REMIC II, for Distribution Dates after July
2005, the Class A-2 Certificate shall accrue interest at the lesser of
the rates stated in (1) and (3) above. To the extent that the rate
described in (1) above exceeds the rate described in (2) above, such
excess may be carried over and paid in a later period together with
interest thereon if money is not available to pay it in the current
period.
(5) With respect to the Class PO Certificates and any Distribution Date, a
per annum rate equal to the weighted average of the Pass-Through Rates
on the Component PO-1 and Component PO-2, weighted by their respective
component principal balances. On each Distribution Date occurring on or
prior to January 2001, the Component PO-1 pass-through rate will be
0.00%, and for each Distribution Date thereafter, will be a per annum
rate equal to the weighted average of the Net Mortgage Rates of the
Group I Loans minus 0.625%. The Pass-Through Rate on the Component PO-2
on each Distribution Date occurring in or prior to July 2005, will be a
per annum rate equal to 0.00%, and for each Distribution Date
thereafter, will be a per annum rate equal to the weighted average of
the Net Mortgage Rates of the Group II Loans minus 0.625%.
(6) The Certificate Principal Balance of the Class PO Certificates will be
equal to the sum of (i) the Component Principal Balance of the Component
PO-1 and (ii) the Component Principal Balance of the Component PO-2. The
initial Component Principal Balance of the Component PO-1 is equal to
$4,475,278. The initial Component Principal Balance of the Component
PO-2 is equal to $6,108,625.
(7) The Class IO Certificates will accrue interest on Notional Amount 1 and
on Notional Amount 2. Notional Amount 1 will be an amount equal to the
aggregate Stated Principal Balance of the Group I Loans and Notional
Amount 2 will be an amount equal to the aggregate Stated Principal
Balance of the Group II Loans. The Pass-Through Rate on Notional Amount
1 will be a per annum rate equal to 0.06%. The Pass-Through Rate on
Notional Amount 2 will be a per annum rate equal to the sum of 0.01% on
the aggregate Stated Principal Balance of Group II Loans that have their
initial adjustment five, seven or ten years after origination and 0.06%
on the aggregate Stated Principal Balance of the Group II Loans that
have their initial adjustment three years after origination.
(8) The Notional Amount will be an amount equal to the aggregate Stated
Principal Balance of the Mortgage Loans.
(9) The Class IO Certificates and the Class SB Certificates shall be
issuable in minimum denominations of not less than a 20% Percentage
Interest.
(10) The Class R 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 Certificate will be issuable to GMAC
Mortgage Corporation as "tax matters person" pursuant to Section
10.01(c) and (e) in a minimum denomination representing a Percentage
Interest of not less than 0.04%.
(11) The pass-through rate on each class of Class M Certificates on each
distribution date will be a per annum rate equal to the weighted average
of (1) the weighted average of the Net Mortgage Rates of the Group I
Loans minus 0.625%; and (2) the weighted average of the Net Mortgage
Rates of the Group II Loans minus 0.625%, weighted by the aggregate
Stated Principal Balance of the Group I Loans and the aggregate Stated
Principal Balance of the Group II Loans, respectively.
(12) For purposes of the REMIC Provisions, the Class SB Certificates shall be
comprised of two regular interests: The Class SB-PO Interest with a
principal balance of $98,788 and bearing no interest; and the Class
SB-IO Interest which has no initial principal balance and bears interest
as described in the definition of "Pass-Through Rate." To the extent
that interest accrued on the Class SB-IO Interest is not paid currently,
the Class SB-IO Interest in a later period may have a principal balance
equal to the excess, if any, of the Certificate Principal Balance
ascribed to the Class SB Certificates in the definition of Certificate
Principal Balance over the then current principal balance of the Class
SB-PO Interest. Amounts applied as payments of principal in respect of
the Class SB Certificates shall be deemed to first reduce the principal
balance ascribed to the Class SB-IO Interest until such principal
balance shall have been reduced to zero and then to reduce the principal
balance of the Class SB-PO Interest.
<PAGE>
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $124,918,786.14. The Mortgage Loans are comprised of two Loan Groups.
The Group I Loans consist of adjustable rate Mortgage Loans that adjust either
semi-annually or annually and do not have an initial fixed rate period. The
Group II Loans consist of adjustable rate loans that adjust annually, but after
an initial fixed period ranging from three to ten years after origination.
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 Interest Only Certificates
and the Class SB 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. With respect to each Distribution Date and the Class SB Certificates,
interest accrued during the related Interest Accrual Period at the Pass-Through
Rate for such Certificate for such Distribution Date on the related notional
amount as specified in the definition of Pass-Through Rate. 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 (to the
extent not offset by the Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were made with respect to
delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class SB Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Relief Act,
<PAGE>
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 the Class
SB Certificates or any Class of Class M Certificates, Accrued Certificate
Interest on such Class of 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 Certificates pursuant to Section 4.05.
Further, with respect to the Senior Certificates in each Loan Group, on
any Distribution Date on which the aggregate Certificate Principal Balance and
Component Principal Balance of such Senior Certificates exceeds the aggregate
Stated Principal Balance of the Mortgage Loans in such Loan Group, the Accrued
Certificate Interest for such Senior Certificates will be limited to the
Available Interest for such Loan Group, to be distributed pro rata in accordance
with the Accrued Certificate Interest payable on such Senior Certificates.
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, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant
to Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)), and Principal Prepayments
in Full received or made after the related Prepayment Period, and (ii) payments
which represent early receipt of scheduled payments of principal and interest
due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be, provided that if permitted by the applicable underwriting standards
of the Seller, the Appraised Value shall be the value of the Mortgaged Property
as stated by the Mortgagor.
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets.
<PAGE>
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, (v) the proceeds of any Pledged Assets received by the Servicer and (vi)
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).
Available Interest: The portion of the Available Distribution Amount
with respect to each Distribution Date that is allocable to payments of interest
on the Mortgage Loans.
Available Principal: The portion of the Available Distribution Amount with
respect to each Distribution Date other than Available Interest.
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary having a Loan-to-Value Ratio at
origination which exceeds 75% and (ii) $100,000; and
<PAGE>
(B) (i) if the aggregate Stated Principal Balance of the
Mortgage Loans not used as a primary residence as of the Relevant
Anniversary is less than 10% of the Stated Principal Balance of
the Mortgage Loans as of the Relevant Anniversary, $0.00, or (ii)
if the aggregate Stated Principal Balance of the Mortgage Loans
not used as a primary residence as of the Relevant Anniversary is
equal to or greater than 10% of the Stated Principal Balance of
the Mortgage Loans as of the Relevant Anniversary, the sum of (I)
the aggregate principal balance of the aggregate Stated Principal
Balance of the Mortgage Loans not used as a primary residence
with a Loan-to-Value Ratio of greater than 80.00% but less than
or equal to 90.00%, times 0.25%, (II) the aggregate Stated
Principal Balance of the Mortgage Loans not used as a primary
residence with a Loan-to-Value Ratio of greater than 90.00% but
less than or equal to 95.00%, times 0.50%, and (III) the
aggregate Stated Principal Balance of the Mortgage Loans not used
as a primary residence with a Loan-to-Value Ratio of greater than
95.00% times 0.75%, in each case as of the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Servicer has notified the Trustee in writing that the
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Servicer or a Subservicer, in
either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Pennsylvania, the State of Minnesota or the State of Maryland (and such other
state or states in which the Custodial Account or the Payment Account are at the
time located) are required or authorized by law or executive order to be closed.
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.
<PAGE>
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Servicer reasonably and in good
faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A, Class PO, Class IO, Class M, Class SB 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 the Interest Only Certificates or Class PO Certificates), on any date of
determination, an amount equal to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, 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.
<PAGE>
With respect to the Class PO Certificates on any date of determination,
the Certificate Principal Balance will be an amount equal to the sum of (1) the
Component Principal Balance of the Component PO-1 and (2) the Component
Principal Balance of the Component PO-2.
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 A-1 Certificates or Class A-2
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-1.
Class A-2 Interest Shortfall Amount: For any Distribution Date after
July 2005, the excess, if any, of one month's interest on the principal balance
of the Class A-2 Certificate after giving effect to principal distributions made
and Realized Losses allocated on the prior Distribution Date at the lesser of
(a) 12% per annum and (b) a per annum rate equal to the One Year Treasury Rate
in effect on the first day of the related Due Period plus 1.75% over one month's
interest on such principal balance at the weighted average of the Net Mortgage
Rates of the Group II Loans less 0.625% per annum.
Class I-LT Principal Reduction Amounts: For any Distribution Date, the
amounts by which the principal balances of the REMIC I Regular Interests I-LT1,
I-LT2, I-LT3, I-LT4, I LT5 and I-LT6, respectively, will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
The Class I-LT5 Principal Reduction Amount shall be that amount which,
when applied as a reduction of the Uncertificated Balance of the REMIC I Regular
Interest I-LT5, will cause such Uncertificated Balance to equal one
ten-thousandth (0.0001) of the aggregate Stated Principal Balance of the Group I
Loans after giving effect to Realized Losses in respect of such Loans to be
allocated on, and principal distributions in respect of such Loans to be made
on, such Distribution Date.
The Class I-LT6 Principal Reduction Amount shall be that amount which,
when applied as a reduction of the Uncertificated Balance of the REMIC I Regular
Interest I-LT6, will cause such Uncertificated Balance to equal one
ten-thousandth (0.0001) of the aggregate Stated Principal Balance of the Group
II Loans after giving effect to Realized Losses in respect of such Loans to be
allocated on, and principal distributions in respect of such Loans to be made
on, such Distribution Date.
For purposes of the succeeding formulas the following symbols shall have
the meanings set forth below:
Y1 = the Uncertificated Balance of the REMIC I Regular Interest
I-LT1 after distributions on the prior Distribution Date.
Y2 = the Uncertificated Balance of the REMIC I Regular Interest
I-LT2 after distributions on the prior Distribution Date.
<PAGE>
Y3 = the Uncertificated Balance of the REMIC I Regular Interest
I-LT3 after distributions on the prior Distribution Date.
Y4 = the Uncertificated Balance of the REMIC I Regular Interest
I-LT4 after distributions on the prior Distribution Date (note:
Y3 = Y4).
DELTAY1 = the Class I-LT1 Principal Reduction Amount.
DELTAY2 = the Class I-LT2 Principal Reduction Amount.
DELTAY3 = the Class I-LT3 Principal Reduction Amount.
DELTAY4 = the Class I-LT4 Principal Reduction Amount.
P0 = the aggregate Uncertificated Balance of the REMIC I Regular
Interests I-LT1, I-LT2, I-LT3, and I-LT4 after distributions and
the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate Uncertificated Balance of the REMIC I Regular
Interests I-LT1, I-LT2, I-LT3 and I-LT4 after distributions and
the allocation of Realized Losses to be made on such Distribution
Date.
DELTAP= P0 - P1 = the aggregate of the Class I-LT1, Class I-LT2, Class
I-LT3 and Class I-LT4 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the
Class A Certificates, the Class PO Certificates, Class M
Certificates and Class SB Certificates due to losses on the
Mortgage Loans on such Distribution Date (including distributions
of accrued and unpaid interest on the Class SB Certificates due
to such losses for prior Distribution Dates) reduced by the Class
I-LT5 Principal Reduction Amount and the Class I-LT6 Principal
Reduction Amount.
R0 = the weighted average of the Net Mortgage Rates (stated as
monthly rates) for the Mortgage Loans after giving effect to
amounts distributed and Realized Losses allocated on the prior
Distribution Date.
R1 = the weighted average of the Net Mortgage Rates (stated as
monthly rates) for the Mortgage Loans after giving effect to
amounts to be distributed and Realized Losses to be allocated on
such Distribution Date.
IS PROPORTIONAL TO =(Y2 + Y3)/P0. The initial value of IS PROPORTIONAL TO
for Mortgage Loans on the Closing Date for use on the first
Distribution Date shall be 0.0001.
GAMMA0= the lesser of (A) the sum of (i) the sum for the Class A-1,
Class A-2, Class PO, Class M-1, Class M-2 and Class M-3
Certificates of the product of (a) the Pass-Through Rate (stated
as a monthly rate) for such Class in effect for distributions to
be made on such Distribution Date and (b) the aggregate
Certificate Principal Balance or Component Principal Balance, as
applicable, for such Class after distributions and the allocation
<PAGE>
of Realized Losses on the prior Distribution Date, and (ii) the
lesser of (c) the sum of (1) the Interest Carry Forward Amount
for the prior Distribution Date together with interest thereon at
the Pass-Through Rate for the Class A-2 Certificates for
distributions to be made on such Distribution Date (determined
without regard to the limitation of such rate by the weighted
average of the Net Mortgage Rates of the Group II Loans less
0.625% per annum) and (2) the Class A-2 Interest Shortfall Amount
for such Distribution Date and (d) the Excess Interest for such
Distribution Date, such sum of (i) and (ii) reduced by the sum of
(iii) one month's interest at the weighted average of the Net
Mortgage Rates for the Group I Loans applicable for distributions
to be made on such Distribution Date on the Uncertificated
Balance of the REMIC I Regular Interest I-LT5 after distributions
and the allocation of Realized Losses on the prior Distribution
Date and (iv) one month's interest at the weighted average of the
Net Mortgage Rates for the Group II Loans applicable for
distributions to be made on such Distribution Date on the
Uncertificated Balance of the REMIC I Regular Interest I-LT6
after distributions and the allocation of Realized Losses on the
prior Distribution Date, and (B) Ro*Po.
GAMMA1 = the lesser of (A) the sum of (i) the sum for the Class A-1,
Class A-2, Class PO, Class M-1, Class M-2 and Class M-3
Certificates of the product of (a) the Pass-Through Rate (stated
as a monthly rate) for such Class in effect for distributions to
be made on the next succeeding Distribution Date and (b) the
aggregate Certificate Principal Balance or Component Principal
Balance, as applicable, for such Class after distributions and
the allocation of Realized Losses to be made on such Distribution
Date, and (ii) the lesser of (c) the sum of (1) the Interest
Carry Forward Amount for such Distribution Date together with
interest thereon at the Pass-Through Rate for the Class A-2
Certificates for distributions to be made on the next succeeding
Distribution Date (determined without regard to the limitation of
such rate by the weighted average of the Net Mortgage Rates of
the Group II Loans less 0.625% per annum) and (2) the Class A-2
Interest Shortfall Amount for the next succeeding Distribution
Date and (d) the Excess Interest for the next succeeding
Distribution Date, such sum of (i) and (ii) reduced by the sum of
(iii) one month's interest at the weighted average of the Net
Mortgage Rates for the Group I Loans applicable for distributions
to be made on the next succeeding Distribution Date on the
Uncertificated Balance of the REMIC I Regular Interest I-LT5
after distributions and the allocation of Realized Losses on such
Distribution Date and (iv) one month's interest at the weighted
average of the Net Mortgage Rates for the Group II Loans
applicable for distributions to be made on the next succeeding
Distribution Date on the Uncertificated Balance of the REMIC I
Regular Interest I-LT6 after distributions and the allocation of
Realized Losses on such Distribution Date, and (B) R1*P1.
Then, based on the foregoing definitions:
DELTAY1 = DELTAP - DELTAY2 - DELTAY3 - DELTAY4;
DELTAY2 = ( IS PROPORTIONAL TO /2){(GAMMA 0R1 - GAMMA1R0)/R0R1};
DELTAY3 = IS PROPORTIONAL TO DELTAP - DELTAY2; and
<PAGE>
DELTAY4 = DELTAY3.
if both DELTAY2 and DELTAY3, as so determined, are non-negative numbers.
Otherwise:
(1) If DELTAY2, as so determined, is negative, then
DELTAY2 = 0;
DELTAY3 = {2 IS PROPORTIONAL TO DELTAPY2R1R0 - IS PROPORTIONAL TO
2P0(GAMMA0R1 - GAMMA1R0)}/{2 IS PROPORTIONAL TO Y2R1R0 - IS
PROPORTIONAL TO (GAMMA0R1 - GAMMA1R0)};
DELTAY4 = DELTAY3; and
DELTAY1 = DELTAP - DELTAY2 - DELTAY3 - DELTAY4.
(2) If DELTAY3, as so determined, is negative, then
DELTAY3 = 0;
DELTAY2 = { IS PROPORTIONAL TO 2P0(GAMMA0R1 - GAMMA1R0)} - 2 IS
PROPORTIONAL TO DELTAPY2R1R0}/(2 IS PROPORTIONAL TO Y2R1R0- 2 IS
PROPORTIONAL TO DELTAPR1R0 + IS PROPORTIONAL TO (GAMMA0R1 -
GAMMA1R0)};
DELTAY4 = DELTAY3; and
DELTAY1 = DELTAP - DELTAY2 - DELTAY3 - DELTAY4.
Class I-LT1 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class I-LT1 Principal Reduction Amount for such
Distribution Date over the principal Realized Losses allocated to the REMIC I
Regular Interest I-LT1 on such Distribution Date.
Class I-LT2 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class I-LT2 Principal Reduction Amount for such
Distribution Date over the principal Realized Losses allocated to the REMIC I
Regular Interest I-LT2 on such Distribution Date.
Class I-LT3 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class I-LT3 Principal Reduction Amount for such
Distribution Date over the principal Realized Losses allocated to the REMIC I
Regular Interest I-LT3 Certificates on such Distribution Date.
Class I-LT4 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class I-LT4 Principal Reduction Amount for such
Distribution Date over the principal Realized Losses allocated to the REMIC I
Regular Interest I-LT4 on such Distribution Date.
Class I-LT5 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class I-LT5 Principal Reduction Amount for such
Distribution Date over the principal Realized Losses allocated to the REMIC I
Regular Interest I-LT5 on such Distribution Date.
Class I-LT6 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class I-LT6 Principal Reduction Amount for such
Distribution Date over the principal Realized Losses allocated to the REMIC I
Regular Interest I-LT6 on such Distribution Date.
<PAGE>
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 M-1 Optimal Principal Balance: As of any Distribution Date, the
aggregate Stated Principal Balance of the Mortgage Loans after taking into
account distributions to be made on such Distribution Date minus the sum of (1)
the aggregate of the Certificate Principal Balances of the Senior Certificates
(after taking into account payments to be made on such Distribution Date in
reduction of such Certificate Principal Balances) and (2) the greater of (a)
approximately 6.85% of the aggregate Stated Principal Balance of the Mortgage
Loans (after taking into account distributions to be made on such Distribution
Date) and (b) the Overcollateralization Floor Amount.
Class M-2 Optimal Principal Balance: As of any Distribution Date, the
aggregate Stated Principal Balance of the Mortgage Loans after taking into
account distributions to be made on such Distribution Date minus the sum of (1)
the aggregate of the Certificate Principal Balances of the Senior Certificates
and the Class M-1 Certificates (after taking into account payments to be made on
that Distribution Date in reduction of such Certificate Principal Balances) and
(2) the greater of (a) approximately 4.35% of the aggregate Stated Principal
Balance of the Mortgage Loans (after taking into account distributions to be
made on such Distribution Date) and (b) the Overcollateralization Floor Amount.
Class M-3 Optimal Principal Balance: As of any Distribution Date, the
aggregate Stated Principal Balances of the Mortgage Loans after taking into
account distributions to be made on such Distribution Date minus the sum of (1)
the aggregate of the Certificate Principal Balances of the Senior Certificates,
the Class M-1 Certificates and the Class M-2 Certificates (after taking into
account payments to be made on such Distribution Date in reduction of such
Certificate Principal Balances) and (2) the greater of (a) approximately 2.00%
of the aggregate Stated Principal Balance of the Mortgage Loans (after taking
into account distributions to be made on such Distribution Date) and (b) the
Overcollateralization Floor Amount.
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 R Certificate: Any one of the Certificates designated as a Class R-I
Certificate or Class R-II Certificate.
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.
<PAGE>
Closing Date: October 27, 2000.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
(but not in excess of the Servicing Fee for such Distribution Date) equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments in Full
during the related Prepayment Period and resulting from Curtailments during the
prior calendar month.
Component PO-1: That portion of the Class PO Certificates with an
initial Component Principal Balance equal to $4,475,278 and which receives
distributions of principal and interest in respect of the Group I Loans.
Component PO-2: That portion of the Class PO Certificates with an
initial Component Principal Balance equal to $6,108,625 and which receives
distributions of principal and interest in respect of the Group II Loans.
Component Principal Balance: With respect to each of the Component PO-1 and
the Component PO-2, as applicable, on any date of determination, an amount equal
to:
(i) the initial Component Principal Balance as set forth in the
definition of Component PO-1 or Component PO-2, as applicable,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to Component PO-1 or Component PO-2, as
applicable, and applied to reduce the Component Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in such Component Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such component pursuant to Section 4.05.
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
<PAGE>
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at Wells Fargo Center, Sixth and Marquette, Minneapolis,
Minnesota 55479-1026, Attention: Corporate Trust, GMACM Mortgage Pass-Through
Certificates, Series 2000-J5.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
Credit Support Pledge Agreement: The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.
Cumulative Realized Losses: As of any Distribution Date, the amount of
Realized Losses incurred in respect of Liquidated Mortgage Loans from the
Closing Date through the end of the prior calendar month.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
<PAGE>
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: October 1, 2000.
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
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 15th day
(or if such 15th day is not a Business Day, the Business Day immediately
following such 15th day) of the month of the related Distribution Date.
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
<PAGE>
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Account: An account that is any of the following: (i)
maintained with a federal or state chartered depository institution the accounts
of which are insured by the FDIC (to the limits established by the FDIC) and the
short-term debt ratings and the long-term deposit ratings of which are rated in
one of the two highest rating categories by the Rating Agencies, or (ii) a trust
account or accounts maintained with a federal or state chartered depository
institution or trust company with trust powers acting in its fiduciary capacity,
or (iii) in the case of the Payment Account, a trust account or accounts
maintained in the corporate trust division of the Trustee, or (iv) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Payment Account will not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Cashflow: The sum of (1) the amount, if any, available for
distribution pursuant to Section 4.02(a)(i)(D) and (2) the amount, if any,
available for distribution pursuant to Section 4.02(a)(ii)(B)(5).
<PAGE>
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.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive
force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Fannie Mae: Federal National Mortgage Association, or Fannie 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.
<PAGE>
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.
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 first anniversary of the Cut-off Date
an amount equal to 2.00% 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 first 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) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Freddie Mac: Federal Home Loan Mortgage Corporation, or Freddie 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.
GMAC Mortgage Corporation: GMAC Mortgage Corporation, a Pennsylvania
corporation, in its capacity as seller of the Mortgage Loans to the Company, and
any successor thereto.
Group I Loans: The Mortgage Loans listed on Exhibit E-1 hereto. The
Class A-1 Certificates, Component PO-1 and Notional Amount 1 relate to the Group
I Loans.
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Group II Loans: The Mortgage Loans listed on Exhibit E-2 hereto. The
Class A-2 Certificates, Component PO-2 and Notional Amount 2 relate to the Group
II Loans.
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, and Class SB Certificates.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Servicer or the Trustee as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Servicer or the Trustee and
are not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Servicer would follow
in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Carry Forward Amount: With respect to any Distribution Date, the
sum of:
(1) if on that Distribution Date the Pass-Through Rate on the Class
A-2 Certificates is limited to the weighted average of the Net
Mortgage Rates of the Group II Loans less 0.625%, the excess of:
o the amount of Accrued Certificate Interest that the Class A-2
Certificates would have been entitled to receive on that
Distribution Date had the applicable Pass-Through Rate been
calculated as the lesser of (a) One-Year U.S. Treasury plus
1.75% and (b) 12%, over
o the amount of Accrued Certificate Interest that the Class A-2
Certificates would have been entitled to receive on that
Distribution Date had the applicable Pass-Through Rate been
calculated at the weighted average of the Net Mortgage Rates
of the Group II Loans less 0.625%; and
<PAGE>
(2) the Interest Carry Forward Amount for all previous Distribution
Dates not previously paid (including interest accrued thereon at
the applicable Pass-Through Rate, without regard to the
limitation of such rate by the weighted average of the Net
Mortgage Rates of the Group II Loans less 0.625%, for the
applicable Interest Accrual Period with respect to each such
prior Distribution Date), together with interest thereon at a
rate equal to the Class A-2 Pass-Through Rate, without regard to
the limitation of such rate by the weighted average of the Net
Mortgage Rates of the Group II Loans less 0.625%, for that
Distribution Date.
Interest Only Certificates: Any one of the Certificates designated as a
Class IO Certificate. The Interest Only Certificates will have no Certificate
Principal Balance.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Servicer in connection with the taking of an entire Mortgaged Property by
exercise of the power of eminent domain or condemnation or in connection with
the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure
sale or otherwise, other than REO Proceeds.
Loan Group: The Group I Loans or the Group II Loans, as applicable.
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.
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 SB, Class M-3, Class
M-2 and Class M-1 Certificates.
Maturity Date: With respect to each Class of Certificates, November 25,
2030.
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.
<PAGE>
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's 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: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit E (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) loan number and name of the Mortgagor;
(b) the street address of the Mortgaged Property (or, with respect to
a Cooperative Loan, the related Cooperative Apartment) including
state and zip code;
(c) the Loan-to-Value Ratio;
<PAGE>
(d) the original principal balance and date of the Mortgage Note;
(e) the first Due Date;
(f) the type of Mortgaged Property;
(g) the scheduled monthly payment in effect as of the Cut-off Date;
(h) the principal balance as of the Cut-off Date;
(i) the gross margin of the Mortgage Loan;
(j) the maximum rate of the Mortgage Loan;
(k) the periodic rate cap of the Mortgage Loan;
(l) the loan type/index of the Mortgage Loan;
(m) the occupancy status of the Mortgage Loan;
(n) the purpose of the Mortgage Loan;
(o) the paid-through date of the Mortgage Loan;
(p) the documentation type of the Mortgage Loan; and
(q) the code "Y" under the column "BUYDOWN", indicating that the
Mortgage Loan is a Buydown Mortgage Loan.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to each Group I Loan and each Group II
loan that has its first interest rate adjustment on the third anniversary of
origination, the related Mortgage Rate minus 0.385%. With respect to each
remaining Group II Loan, the related Mortgage Rate minus 0.26%.
<PAGE>
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 Officers' 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: The sum of Notional Amount 1 and Notional Amount 2.
Notional Amount 1: On any date of determination, an amount equal to the
aggregate Stated Principal Balance of the Group I Loans.
Notional Amount 2: On any date of determination, an amount equal to the
aggregate Stated Principal Balance of the Group II Loans.
Notional Amount 3: On any date of determination, an amount equal to the
aggregate Stated Principal Balance of the Group II Loans that have their initial
adjustment three years after origination.
Officers' 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 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
REMIC or compliance with the REMIC Provisions must, unless otherwise specified,
be an opinion of Independent counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
Overcollateralization Amount: As of any Distribution Date, the amount,
if any, by which the aggregate Stated Principal Balance of the Mortgage Loans as
of the close of business on the last day of the related Collection Period, after
applying payments received in that Collection Period, exceeds the aggregate of
the Certificate Principal Balances of the Class A, Class PO and Class M
Certificates on such Distribution Date, after taking into account the payment of
Available Principal for such Distribution Date.
<PAGE>
Overcollateralization Increase Amount: As of any Distribution Date, the
amount, if any, necessary to increase the Overcollateralization Amount to the
Required Overcollateralization Amount.
Overcollateralization Floor Amount: $624,593.93.
Overcollateralization Decrease Amount: For any Distribution Date, after
the application of payments applied to the reduction of the Certificate
Principal Balance of the Class A, Class M and Class R Certificates on such
Distribution Date, the excess, if any, of the Overcollateralization Amount over
the Required Overcollateralization Amount.
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: For all Classes of Certificates other than the Class
SB Certificates, as defined in the Preliminary Statement hereto. With respect to
the Class SB Certificates or the Class SB-IO Interest and any Distribution Date,
a rate per annum equal to the sum of the following components:
(A) the REMIC I Remittance Rate for REMIC I Regular Interest ILT1
minus two (2) times the weighted average of the REMIC I
Remittance Rates for REMIC I Regular Interest ILT2 and ILT3
applied to a notional amount equal to the Uncertificated Balance
of ILT1.
(B) the REMIC I Remittance Rate for REMIC I Regular Interest ILT2
minus two (2) times the weighted average of the REMIC I
Remittance Rates for REMIC I Regular Interests ILT2 and ILT3
applied to a notional amount equal to the Uncertificated Balance
of ILT2.
(C) the REMIC I Remittance Rate for REMIC I Regular Interest ILT4
minus four (4) times the weighted average of the REMIC I
Remittance Rates for REMIC I Regular Interests ILT2 and ILT3
applied to a notional amount equal to the Uncertificated Balance
of ILT4.
(D) 100% of the interest on the REMIC I Regular Interest I-LTIO-2.
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 "Wells Fargo Bank Minnesota,
N.A., as trustee, in trust for the registered holders of Residential Asset
Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates, Series
2000-J5" and which must be an Eligible Account.
Payment Account Deposit Date: As to any Distribution Date, the Business Day
prior thereto.
<PAGE>
Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all the Certificates of the
same Class. With respect to an Interest Only Certificate or a Class R
Certificate, the interest in distributions to be made with respect to such Class
evidenced thereby, expressed as a percentage, as stated on the face of each such
Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) any mutual fund, money market fund, common trust fund or
other pooled investment vehicle, the assets of which are limited to
instruments that otherwise would constitute Permitted Investments
hereunder, including any such fund that is managed by the Trustee or any
affiliate of the Trustee or for which the Trustee or any of its
affiliates acts as an adviser; and
<PAGE>
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Moody's, and
references herein to the highest rating available on unsecured commercial paper
and short-term debt obligations shall mean A-1 in the case of Standard & Poor's,
and either A-1 by Standard & Poor's or F-1 by Moody's 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.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or such
other collateral, other than the related Mortgaged Property.
Pledged Assets: With respect to any Pledged Asset Mortgage Loan, all
money, securities, security entitlements, accounts, general intangibles,
instruments, documents, certificates of deposit, commodities contracts and other
investment property and other property of whatever kind or description pledged
by Combined Collateral LLC as security in respect of any Realized Losses in
connection with such Mortgage Loan up to the Pledged Amount for such Mortgage
Loan, and any related collateral.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Prepayment Assumption: A prepayment assumption of 250% 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.
<PAGE>
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the preceding calendar month, an amount equal to one month's interest at
the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date and 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: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Distribution Trigger Event: A Principal Distribution Trigger
Event will be in effect on any Distribution Date on which the aggregate Stated
Principal Balance of all Mortgage Loans that are 90 days or more delinquent
(including Mortgage Loans in foreclosure and all REO Property) is in excess of
the Overcollateralization Amount.
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 of the entire
principal balance of a Mortgage Loan.
Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
the Closing Date, between GMAC Mortgage Corporation, as seller, and the Company,
as purchaser, and all amendments thereof and supplements thereto.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02, 2.04
or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof plus the principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Mortgage Rate (or Modified Net Mortgage Rate plus
the rate per annum at which the Servicing Fee is calculated in the case of a
Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by
the Servicer) on the Stated Principal Balance thereof to the Due Date in the Due
Period related to the Distribution Date occurring in the month following the
month of purchase from the Due Date to which interest was last paid by the
Mortgagor.
<PAGE>
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which must, on the date of such substitution,
as confirmed in an Officers' Certificate delivered to the Trustee, with a copy
to the Custodian,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by the Seller
in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan; and
(v) comply with each representation and warranty set forth in Section
7.02 of the Purchase Agreement;
Rating Agency: Standard & Poor's and Moody's. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated Principal
Balance of the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders up to the Due Date in the Due Period related
to the Distribution Date on which such Realized Loss will be
allocated pursuant to Section 4.05 on the Stated Principal
Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or
advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion thereof reimbursable to the Servicer or any
Subservicer with respect to related Advances or expenses as to
which the Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed,
<PAGE>
(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) any
such amount with respect to a Monthly Payment that was or would
have been due in the month immediately following the month in
which a Principal Prepayment or the Purchase Price of such
Mortgage Loan is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Servicer has
notified the Trustee in writing that the Servicer is diligently pursuing any
remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage
Loan is not in default with regard to payments due thereunder or (B) delinquent
payments of principal and interest under the related Mortgage Loan and any
premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage Loan are being advanced on a current
basis by the Servicer or a Subservicer, in either case without giving effect to
any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that
is not collectible from the Mortgagor pursuant to the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code. As used herein, the term "the REMIC" or "the REMICs"
shall mean one or more of the REMICs created under this Agreement.
REMIC Administrator: Wells Fargo Bank Minnesota, N.A.; 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:
<PAGE>
(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, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan,
(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 (i) through (iv) above.
REMIC I Interest: The REMIC I Regular Interests and the Class R-I
Certificates.
REMIC I Regular Interest: Any of the eight 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 I Realized Losses: For any Distribution Date, Realized Losses on
the Mortgage Loans for the related Due Period shall be allocated as follows: The
interest Realized Losses, if any, shall be allocated among the classes of REMIC
I Regular Interests pro-rata according to the Accrued Certificate Interest
thereon to the extent of such Accrued Certificate Interest in reduction thereof.
Any Interest Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as principal Realized Losses not
attributable to any specific Mortgage Loan and allocated pursuant to the
succeeding sentences. The principal Realized Losses shall be allocated (i) a
pro-rata share of Realized Losses on the Group I Loans shall be allocated to the
REMIC I Regular Interest I-LT5 based on the ratio of its Uncertificated Balance
to the aggregate Stated Principal Balance of the Group I Loans prior to such
allocation, (ii) a pro-rata share of Realized Losses on the Group II Loans shall
be allocated to the REMIC I Regular Interest I-LT6 based on the ratio of its
Uncertificated Balance to the aggregate Stated Principal Balance of the Group II
Loans prior to such allocation, (iii) the remainder of the Realized Losses to
the REMIC I Regular Interests I-LT1, I-LT2, I-LT3 and I-LT4 pro-rata according
to their respective Uncertificated Balances, provided that such allocation to
each of the REMIC I Regular Interests I-LT2, I-LT3 and I-LT4 shall not exceed
their respective Principal Reduction Amounts for such Distribution Date, and (
iv) any Realized Losses not allocated to any of the REMIC I Regular Interests
I-LT2, I-LT3 and I-LT4 pursuant to the proviso of clause (iii) shall be
allocated to the REMIC I Regular Interest I-LT1.
REMIC I Regular Interest I-LT1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT1 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.
<PAGE>
REMIC I Regular Interest I-LT2: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT2 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.
REMIC I Regular Interest I-LT3: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT3 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.
REMIC I Regular Interest I-LT4: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT4 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.
REMIC I Regular Interest I-LT5: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT5 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.
REMIC I Regular Interest I-LT6: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT6 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.
REMIC I Regular Interest I-LTIO-1: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTIO-1 shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall be entitled to no distributions of principal, subject to the terms and
conditions hereof.
REMIC I Regular Interest I-LTIO-2: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTIO-2 shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall be entitled to no distributions of principal, subject to the terms and
conditions hereof.
<PAGE>
REMIC I Remittance Rate: With respect to REMIC I Regular Interests I-LT1
and I-LT2, the weighted average of Net Mortgage Rates on the then outstanding
Mortgage Loans (including REO Property at the rate at which REO Imputed Interest
is imputed). With respect to REMIC I Regular Interest I-LT-3, zero (0.00% per
annum). With respect to REMIC I Regular Interest I-LT-3, zero (0.00% per annum).
With respect to REMIC I Regular Interests I-LT4, twice the weighted average of
Net Mortgage Rates on the then outstanding Mortgage Loans (including REO
Property at the rate at which REO Imputed Interest is imputed). With respect to
REMIC I Regular Interest I-LT5, the weighted average of the Net Mortgage Rates
on Group I Loans. With respect to REMIC I Regular Interest I-LT6, the weighted
average of the Net Mortgage Rates on Group II Loans. The REMIC I Regular
Interest I-LTIO-1 will accrue interest on Notional Amount 1 and on Notional
Amount 2. Notional Amount 1 will be an amount equal to the aggregate Stated
Principal Balance of the Group I Loans and Notional Amount 2 will be an amount
equal to the aggregate Stated Principal Balance of the Group II Loans. The rate
on Notional Amount 1 will be a per annum rate equal to 0.06%. The rate on
Notional Amount 2 will be a per annum rate equal to the sum of 0.01% on the
aggregate Stated Principal Balance of Group II Loans that have their initial
adjustment five, seven or ten years after origination and 0.06% on the aggregate
Stated Principal Balance of the Group II Loans that have their initial
adjustment three years after origination. The REMIC I Regular Interest I-LTIO-2
will accrue interest at a rate of 0.75% per annum on a notional amount equal to
the sum of Notional Amount 1 and Notional Amount 3.
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 seven certificated beneficial
ownership interests in REMIC II issued hereunder and the two uncertificated
REMIC II Regular Interests defined herein, and, hereby, designated as a "regular
interest" in REMIC II, as follows: Class A-I Certificates, Class A-2
Certificates, Class PO Certificates, Class IO Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, REMIC II Regular
Interest SB-PO and REMIC II Regular Interest SB-IO.
REMIC II Regular Interest SB-PO: A separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest SB-PO shall have no entitlement
to interest, and shall be entitled to distributions of principal subject to the
terms and conditions hereof, in aggregate amount equal to the initial
Certificate Principal Balance of the Class SB Certificates as set forth in the
Preliminary Statement hereto.
REMIC II Regular Interest SB-IO: A separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest SB-IO shall have no entitlement
to principal, and shall be entitled to distributions of interest subject to the
terms and conditions hereof, in aggregate amount equal to the interest
distributable with respect to the Class SB Certificates pursuant to the terms
and conditions hereof.
<PAGE>
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.
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.
Required Overcollateralization Amount: As to any Distribution Date prior
to the Step-down Date, an amount equal to 1.00% of the initial aggregate Stated
Principal Balance of the Mortgage Loans. On or after the Step-down Date, an
amount equal to the lesser of (1) the Required Overcollateralization Amount as
of the initial Distribution Date and (2) 2.00% of the current aggregate Stated
Principal Balance of the Mortgage Loans (after applying payments to be
distributed on such Distribution Date), but not lower than the
Overcollateralization Floor Amount. However, any scheduled reduction to the
Required Overcollateralization Amount described in the preceding sentence shall
not be made as of any Distribution Date if a Trigger Event or a Principal
Distribution Trigger Event has occurred and is continuing. In addition, the
Required Overcollateralization Amount may be reduced with the prior written
consent of the Rating Agencies.
<PAGE>
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department 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.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, GMAC Mortgage Corporation.
Senior Certificate: Any one of the Class A, Class PO, Class IO 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 Optimal Principal Balance: As of any Distribution Date prior to
the Step-down Date, zero; and with respect to each Distribution Date thereafter
(after applying payments to be made on such Distribution Date), an amount equal
to the aggregate Stated Principal Balance of the Mortgage Loans (after taking
into account the application of payments to be made on such Distribution Date)
minus the greater of (1) approximately 9.85% of the aggregate Stated Principal
Balance of the Mortgage Loans (after taking into account the application of
payments to be made on such Distribution Date) and (2) the Overcollateralization
Floor Amount.
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property or, with respect to a
Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or
judicial proceedings, including foreclosures, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan being
registered on the MERS System, (iii) the management and liquidation of any REO
Property and (iv) compliance with the obligations under Sections 3.01, 3.08,
3.12(a) and 3.14, including, if the Servicer or any Affiliate of the Servicer
provides services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, reasonable
compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Servicer in respect of servicing compensation
that accrues at the Servicing Fee Rate.
Servicing Fee Rate: 0.25% per annum.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Servicer, default is reasonably foreseeable,
pursuant to a modification of such Mortgage Loan in accordance with Section
3.07(a).
<PAGE>
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
$1,993,027 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 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.
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 McGraw-Hill
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.
<PAGE>
Step-down Date: The Distribution Date occurring in November 2003.
Subordinate Certificates: The Class M Certificates and Class SB Certificates.
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 each REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
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.
Trigger Event: A Trigger Event will be in effect if Cumulative Realized
Losses for any Distribution Date occurring after October 2003 but on or before
October 2004, exceed 0.50% of the initial aggregate Stated Principal Balance of
the Mortgage Loans, for any Distribution Date occurring after October 2004 but
<PAGE>
on or before October 2005, exceed 0.60% of the initial aggregate Stated
Principal Balance of the Mortgage Loans, for any Distribution Date occurring
after October 2005 but on or before October 2006, exceed 0.70% of the initial
aggregate Stated Principal Balance of the Mortgage Loans, and for any
Distribution Date occurring after October 2006, exceed 0.80% of the initial
aggregate Stated Principal Balance of the Mortgage Loans. A Trigger Event will
also be in effect on any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans that are 60 days or more delinquent
exceed 0.40% of the aggregate Certificate Principal Balance of the Class M
Certificates and Class SB Certificates on that Distribution Date (after giving
effect to distributions on those Classes of Certificates to be made on such
Distribution Date).
Trust Fund: Collectively, the assets of REMIC I and REMIC II consisting
of 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, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan,
(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.
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 allocation of Realized Losses
as provided in the definition of REMIC I Realized Losses 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. With respect to REMIC II Regular Interest SB-PO the initial amount set
forth with respect thereto in the Preliminary Statement as reduced by
distributions deemed made in respect thereof pursuant to Section 4.02 and
Realized Losses allocated thereto pursuant to Section 4.05.
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 I-LT1, I-LT2, I-LT3, I-LT4, I-LT5, I-LT6, I-LTIO-1 or I-LTIO-2
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 with respect to
the related Loan Group including interest that is not collectible from the
Mortgagor for the related Due Period pursuant to the Relief Act or similar
legislation or regulations as in effect from time to time. In addition,
<PAGE>
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
I Regular Interest shall be reduced by interest portion of Realized Losses
(including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) allocable to such REMIC I Regular Interest, if
any, pursuant to the definition of REMIC I Realized Losses. Uncertificated
Interest on REMIC II Regular Interest SB-PO shall be zero. Uncertificated
Interest on the REMIC II Regular Interest SB-IO for each Distribution Date shall
equal Accrued Certificate Interest for the Class SB Certificates.
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.
Unpaid Realized Loss Amounts: Any Realized Losses applied to any Class
of Certificates as a reduction in the Certificate Principal Balance thereof in
lieu of a payment of principal, and not previously paid.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, as designated in Section 12.09.
Section 1.02... Use of Words and Phrases.
"Herein," "hereby," "hereunder," `hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
<PAGE>
ARTICLE II.....
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01... Conveyance of Mortgage Loans.
(a) .......The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee for the benefit of the Certificateholders
without recourse all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received on or with respect
to the Mortgage Loans after the Cut-off Date (other than payments of principal
and interest due on the Mortgage Loans on or before the Cut-off Date).
(b) .......In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse in blank, or in the
name of the Trustee as trustee, and signed by an authorized officer (which
endorsement shall contain either an original signature or a facsimile
signature of an authorized officer of the Seller, and if in the form of an
allonge, the allonge shall be stapled to the Mortgage Note), with all
intervening endorsements showing a complete chain of title from the
originator to the Seller. If the Mortgage Loan was acquired by the endorser
in a merger, the endorsement must be by "____________, successor by merger
to [name of predecessor]". If the Mortgage Loan was acquired or originated
by the endorser while doing business under another name, the endorsement
must be by "____________ formerly known as [previous name]";
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage
Loan, if the Mortgage is registered on the MERS(R) System, and language
indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is
a MOM Loan, with evidence of recording indicated thereon or a copy of
the Mortgage certified by the public recording office in which such
Mortgage has been recorded;
(iii)The original of any guarantee executed in connection with the Mortgage
Note, if applicable;
(iv) Any rider or the original of any modification agreement executed in
connection with the related Mortgage Note or Mortgage, with evidence of
recording if required by applicable law;
(v) Unless the Mortgage Loan is registered on the MERS(R)System, an original
Assignment or Assignments of the Mortgage (which may be included in a
blanket assignment or assignments) from the Seller to "Wells Fargo Bank
Minnesota, N.A., as Trustee under that certain Pooling and Servicing
Agreement dated as of October 27, 2000, for GMACM Mortgage Pass-Through
Certificates, Series 2000-J5" 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]";
<PAGE>
(vi) Originals of all intervening assignments of mortgage, which together
with the Mortgage shows a complete chain of title from the originator to
the Seller (or to MERS, if the Mortgage Loan is registered on the
MERS(R) System, and which notes the presence of a MIN), with evidence of
recording thereon;
(vii)The original mortgagee policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, (i) a
written commitment or interim binder for title issued by the title
insurance or escrow company dated as of the date the Mortgage Loan was
funded, with a statement by the title insurance company or closing attorney
that the priority of the lien of the related Mortgage during the period
between the date of the funding of the related Mortgage Loan and the date
of the related title policy (which title policy shall be dated the date of
recording of the related Mortgage) is insured, (ii) a preliminary title
report issued by a title insurer in anticipation of issuing a title
insurance policy which evidences existing liens and gives a preliminary
opinion as to the absence of any encumbrance on title to the Mortgaged
Property, except liens to be removed on or before purchase by the Mortgagor
or which constitute customary exceptions acceptable to lenders generally or
(iii) other evidence of title insurance acceptable to Fannie Mae or Freddie
Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
Seller/Servicer Guide, respectively;
(viii) A certified true copy of any power of attorney, if applicable; and
(ix) Originals of any security agreement, chattel mortgage or the equivalent
executed in connection with the Mortgage, if any.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Seller;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary
Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to
the Trustee;
(iii) The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
<PAGE>
(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition agreement
referenced in clause (iv) above, showing an unbroken chain of title from
the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Seller as debtor, the
Company as secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and the Trustee
as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
(c) .......In the event that in connection with any Mortgage Loan the Company
cannot deliver (a) the original recorded Mortgage (or evidence of submission to
the recording office), (b) all interim recorded assignments, (c) the original
recorded modification agreement, if required, or (d) the original lender's title
insurance policy (together with all riders thereto) satisfying the requirements
of clause (b)(I)(ii), (iv), (vi) or (vii) above, respectively, concurrently with
the execution and delivery hereof because such document or documents have not
been returned from the applicable public recording office in the case of clause
(b)(I)(ii), (iv) or (vi) above, or because the title policy has not been
delivered to the Seller by the title insurer in the case of clause (b)(I)(vii)
above, the Company shall request the Seller to use its best efforts to deliver
to the Custodian, if any, or the Trustee, in the case of clause (b)(I)(ii), (iv)
or (vi) above, such original Mortgage, such interim assignment, or such
modification agreement, with evidence of recording indicated thereon upon
receipt thereof from the public recording office, or a copy thereof, certified,
if appropriate, by the relevant recording office, but in no event shall any such
delivery of the original Mortgage and each such interim assignment or
modification agreement or a copy thereof, certified, if appropriate, by the
relevant recording office, or the original lender's title policy be made later
than one (1) year following the Closing Date; provided, however, in the event
the Company is unable to deliver by such dates each Mortgage and each such
interim assignment or modification agreement by reason of the fact that any such
documents have not been returned by the appropriate recording office, or, in the
case of each such interim assignment or modification agreement, because the
related Mortgage has not been returned by the appropriate recording office, the
Company shall request the Seller to deliver such documents to the Custodian, if
any, or the Trustee as promptly as possible upon receipt thereof and, in any
event, within 540 days following the Closing Date. In lieu of the Mortgage Notes
relating to the Mortgage Loans, each as identified in the list delivered by the
Seller to the Trustee or Custodian on the Closing Date, the Seller may deliver a
lost note affidavit from the Seller stating that the original Mortgage Note was
lost, misplaced or destroyed, and, if available, a copy of each original
Mortgage Note; provided, however, that in the case of Mortgage Loans which have
been prepaid in full after the Cut-off Date and prior to the Closing Date, the
Seller, in lieu of delivering the above documents, may deliver to the Custodian,
if any, or the Trustee a certification to such effect and shall deposit all
amounts paid in respect of such Mortgage Loan in the Payment Account on the
Closing Date.
<PAGE>
In connection with any Mortgage Loan, if the Company cannot deliver the
Mortgage, any assignment, modification, assumption agreement or preferred loan
agreement (or copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the
Custodian, if any, or the Trustee a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
(d) .......The Servicer shall forward or cause to be forwarded to the Custodian,
if any, or the Trustee (a) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (b) any other
documents required to be delivered by the Seller.
All original documents relating to the Mortgage Loans which are not
delivered to the Custodian, if any, or the Trustee are and shall be held by the
Servicer in trust as agent for the Trustee on behalf of the Certificateholders.
(e) .......Except as may otherwise expressly be provided herein, none of the
Seller, the Servicer or the Trustee shall assign, sell, dispose of or transfer
any interest in the Trust Fund or any portion thereof, or permit the Trust Fund
or any portion thereof to be subject to any lien, claim, mortgage, security
interest, pledge or other encumbrance of, any other Person.
(f) .......The Seller shall cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Form UCC-3 or Form UCC-1, as applicable, is lost or
returned unfiled to the Servicer because of any defect therein, the Servicer
shall prepare a substitute Form UCC-3 or Form UCC-1, as applicable, or cure such
defect, and cause such Form UCC-3 or Form UCC-1, as applicable, to be filed in
accordance with this paragraph. The Servicer shall promptly deliver or cause to
be delivered to the Trustee or the respective Custodian such Form UCC-3 or Form
UCC-1, as applicable, (or copy thereof certified by the public filing office)
with evidence of filing indicated thereon upon receipt thereof from the public
filing office, but in no event shall such Form UCC-3, Form UCC-1 or a Form UCC-1
required to be delivered pursuant to clause (II)(vi) of Section 2.01(b) be
delivered to the Custodian, if any, or the Trustee, later than 540 days
following the Closing Date. In connection with its servicing of Cooperative
Loans, the Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Servicer further agrees that it will cause, at the
Servicer's own expense, on or prior to the Closing Date, the MERS(R) System to
indicate that such Mortgage Loans have been assigned by the Servicer to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
<PAGE>
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.
(g) .......The Seller hereby assigns to the Trustee its security interest in and
to any Pledged Assets, its right to receive amounts due or to become due in
respect of any Pledged Assets. With respect to any Pledged Asset Loan, The
Seller shall cause to be filed in the appropriate recording office a UCC-3
statement giving notice of the assignment of the related security interest to
the Trust Fund and shall thereafter cause the timely filing of all necessary
continuation statements with regard to such financing statements.
(h) .......It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be construed as a sale
by the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans by the Company to the Trustee to secure a
debt or other obligation of the Company. However, if the Mortgage Loans are held
to be property of the Company or of GMAC Mortgage Corporation, or if for any
reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to
be, and hereby is, (1) a grant by the Company to the Trustee of a security
interest in all of the Company's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
any and all general intangibles, accounts, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever
kind or description now existing or hereafter acquired consisting of, arising
from or relating to any of the following: (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and
Cooperative Lease, (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the Payment
Account or the Custodial Account, whether in the form of cash, instruments,
securities or other property and (2) an assignment by the Company to the Trustee
of any security interest in any and all of GMAC Mortgage Corporation's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to the property described in the foregoing
clauses (1)(A), (B) and (C) granted by GMAC Mortgage Corporation to the Company
pursuant to the Purchase Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money, negotiable documents, goods,
letters of credit, advices of credit, investment property, certificated
securities or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured
<PAGE>
party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Sections 8-106, 9-305
and 9-115 thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, securities intermediaries, bailees or agents of, or persons holding for
(as applicable) the Trustee for the purpose of perfecting such security interest
under applicable law.
The Company agrees that the sale of each Pledged Asset Loan pursuant to
this Agreement will also constitute the assignment, sale, setting-over, transfer
and conveyance to the Trustee, without recourse (but subject to the Company's
covenants, representations and warranties specifically provided herein), of all
of the Company's obligations and all of the Company's right, title and interest
in, to and under, whether now existing or hereafter acquired as owner of the
Mortgage Loan with respect to all money, securities, security entitlements,
accounts, general intangibles, instruments, documents, certificates of deposit,
commodities contracts, and other investment property and other property of
whatever kind or description consisting of, arising from or related to (i) the
Assigned Contracts, (ii) all rights, powers and remedies of the Company as owner
of such Mortgage Loan under or in connection with the Assigned Contracts,
whether arising under the terms of such Assigned Contracts, by statute, at law
or in equity, or otherwise arising out of any default by the Mortgagor under or
in connection with the Assigned Contracts, including all rights to exercise any
election or option or to make any decision or determination or to give or
receive any notice, consent, approval or waiver thereunder, (iii) all security
interests in and lien of the Company as owner of such Mortgage Loan in the
Pledged Amounts and all money, securities, security entitlements, accounts,
general intangibles, instruments, documents, certificates of deposit,
commodities contracts, and other investment property and other property of
whatever kind or description and all cash and non-cash proceeds of the sale,
exchange, or redemption of, and all stock or conversion rights, rights to
subscribe, liquidation dividends or preferences, stock dividends, rights to
interest, dividends, earnings, income, rents, issues, profits, interest payments
or other distributions of cash or other property that is credited to the
Custodial Account, (iv) all documents, books and records concerning the
foregoing (including all computer programs, tapes, disks and related items
containing any such information) and (v) all insurance proceeds (including
proceeds from the Federal Deposit Insurance Corporation or the Securities
Investor Protection Corporation or any other insurance company) of any of the
foregoing or replacements thereof or substitutions therefor, proceeds of
proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
The Company and, at the Company's direction, GMAC Mortgage Corporation
and the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be determined to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
<PAGE>
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage, as evidenced by an Officers' Certificate of the Company, including
without limitation (x) continuation statements, and (y) such other statements as
may be occasioned by (1) any change of name of GMAC Mortgage Corporation, the
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
location of the place of business or the chief executive office of GMAC Mortgage
Corporation or the Company and (3) any transfer of any interest of GMAC Mortgage
Corporation or the Company in any Mortgage Loan. The Company shall file or cause
to be filed the original filing necessary under the Uniform Commercial Code to
perfect the Trustee's security interest in or lien on the Mortgages.
(i) .......If GMAC no longer controls GMAC Mortgage Corporation directly or
indirectly, or if GMAC no longer owns a majority of the voting stock and/or
outstanding equity of GMAC Mortgage Corporation directly or indirectly, or if
the credit rating of GMAC is reduced to below "A3" by Moody's, the Servicer
shall, within 60 days of any such event or reduction, at its own expense,
complete and submit for recording in the appropriate public office for real
property records the Assignments of Mortgage for each Mortgage Loan located in
Florida or Maryland; provided that (i) no such recordation will be required in
any state where, in the opinion of counsel acceptable to the Trustee, such
recording is not required to protect the Trustee's interests in the Mortgage
Loan against the claim of any subsequent transferee or any creditor of either
Seller; and (ii) no such recordation will be required if the Trustee shall have
received written confirmation from Moody's that non-recordation will not cause a
downgrade in the then-current rating from Moody's. While such assignment to be
recorded is being recorded, the Custodian shall retain a photocopy of such
assignment. If any assignment is lost or returned unrecorded to the Custodian
because of any defect therein, the Servicer shall prepare a substitute
assignment or cure such defect, as the case may be, and the Servicer shall cause
such assignment to be recorded in accordance with this paragraph.
(j) .......If (i) the Custodian is an Affiliate of GMAC Mortgage Corporation and
(ii) either (A) GMAC no longer controls GMAC Mortgage Corporation directly or
indirectly, or no longer owns a majority of the voting stock and/or outstanding
equity of GMAC Mortgage Corporation directly or indirectly, or (B) if the credit
rating of GMAC is reduced to below "A2" by Moody's, the Trustee shall, promptly
upon receipt of notice or actual knowledge of the events described in clause
(ii) above, either (1) replace such Affiliated Custodian with another Custodian
that is not an Affiliate of GMAC Mortgage Corporation in accordance with the
terms of the Custodial Agreement, or (2) assume the duties and obligations of
the Custodian; provided that no such termination shall be required if the
Trustee shall have received written confirmation from Moody's that the failure
to replace such Custodian will not cause a withdrawal or reduction of the rating
on any Class of Certificates below the then-current ratings on the Certificates
by Moody's. The Servicer shall promptly notify the Trustee of the occurrence of
any of the events described in clause (ii) above.
Section 2.02... Acceptance by Trustee.
The Trustee acknowledges that the Custodian, acting on behalf of the
Trustee, has received (subject to any exceptions noted in the initial
certification described below), the documents referred to in Section 2.01 and
that the Trustee has received all other assets included in the definition of
"Trust Fund" and declares that it holds or will hold the assets with respect to
any Pledged Assets included in the definition of "Trust Fund" (to the extent
delivered or assigned to the Trustee), in trust for the exclusive use and
benefit of all present and future Certificateholders.
<PAGE>
The Trustee agrees, for the benefit of the Certificateholders, to cause
the Custodian to review each Mortgage File on or before the Closing Date to
verify that such Mortgage File includes a Mortgage Note and to execute and
deliver, or cause to be executed and delivered, to the Seller, the Trustee and
the Servicer an initial certification substantially in the form annexed hereto
as Exhibit N. Pursuant to the Custodial Agreement, in conducting such review,
the Custodian is required to ascertain whether all required documents have been
executed and received, and whether those documents relate, determined on the
basis of the Mortgagor name, original principal balance and loan number, to the
Mortgage loans it has received. Neither the Custodian nor the Trustee shall be
under any duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded, or are in recordable form or that they are other
than what they purport to be on their face.
Within 180 days of the Closing Date the Trustee will cause the Custodian
to review, for the benefit of the Certificateholders, the Mortgage Files
delivered to it and will execute and deliver to the Seller and the Servicer a
final certification substantially in the form annexed hereto as Exhibit O.
If, in the process of reviewing the Mortgage Files and preparing the
certifications referred to above, the Custodian finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Custodian is required pursuant to the Custodial Agreement,
to notify the Trustee, the Company and the Seller, and the Trustee shall request
that the Seller cure any such defect within 90 days from the date on which the
Seller was notified of such defect, and if the Seller does not cure such defect
in all material respects during such period, the Trustee shall request on behalf
of the Certificateholders that the Seller either (i) substitute for such
Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.04, or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price within 90 days after the date on which the Seller was notified of such
defect; provided that if such defect would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any
such cure, substitution or repurchase must occur within 90 days from the date
such breach was discovered. It is understood and agreed that the obligation of
the Seller to cure a material defect in, or substitute for, or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of
Certificateholders. The Purchase Price for the purchased Mortgage Loan shall be
deposited or caused to be deposited upon receipt by the Trustee in the Payment
Account, or upon receipt by the Servicer in the Custodial Account. Upon receipt
by the Trustee of written notification of such deposit signed by a Servicing
Officer, the Trustee shall release or cause to be released to the Seller the
related Mortgage File and shall execute and deliver such instruments of transfer
or assignment, in each case without recourse, as the Seller shall require as
necessary to vest in the Seller ownership of any Mortgage Loan released pursuant
hereto and at such time the Trustee shall have no further responsibility with
respect to the related Mortgage File.
In furtherance of the foregoing, if the Subservicer or Seller that
repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Servicer, at its own expense and without
any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Seller and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations.
<PAGE>
Section 2.03... Representations, Warranties and Covenants of the Servicer and
the Company.
The Servicer hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that:
(a) .......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;
(b) .......The execution and delivery of this Agreement by the Servicer and its
performance and compliance with the terms of this Agreement will not violate the
Servicer's Certificate of Incorporation or Bylaws or constitute a material
default (or an event which, with notice or lapse of time, or both, 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;
(c) .......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;
(d) .......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;
(e) .......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;
(f) .......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;
(g) .......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
<PAGE>
(h) .......The Servicer is a member of MERS in good standing, and will comply in
all material respects with the rules and procedures of MERS in connection with
the servicing of the Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Custodian, if any, or the Trustee.
Section 2.04... Representations and Warranties of the Seller.
The Company hereby assigns to the Trustee for the benefit of
Certificateholders all of its right, title and interest in respect of the
Purchase Agreement insofar as the Purchase Agreement relates to the
representations and warranties made by the Seller in respect of such Mortgage
Loan and any remedies provided thereunder for any breach of such representations
and warranties, such right, title and interest may be enforced by the Servicer
on behalf of the Trustee and the Certificateholders. Upon the discovery by the
Company, the Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties made in the Purchase Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Purchase Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Servicer shall promptly notify the
Seller of such breach and request that the Seller either (i) cure such breach in
all material respects within 90 days from the date the Servicer was notified of
such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that in the
case of a breach under the Purchase Agreement the Seller shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years following the Closing Date;
provided that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date the
breach was discovered. In the event that the Seller elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, the Seller shall deliver to the Trustee for the benefit of
the Certificateholders with respect to such Qualified Substitute Mortgage Loan
or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form if required pursuant to Section 2.01, and such other
documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Servicer and
remitted by the Servicer to the Seller on the next succeeding Distribution Date.
For the month of substitution, distributions to the Certificateholders will
include the Monthly Payment due on a Deleted Mortgage Loan for such month and
thereafter the Seller shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Servicer shall amend or cause to be
amended the Mortgage Loan Schedule 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 to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement and the related Subservicing Agreement in all respects, the
Seller shall be deemed to have made the representations and warranties with
respect to the Qualified Substitute Mortgage Loan contained in the Purchase
Agreement as of the date of substitution.
<PAGE>
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 for the Seller into the Custodial Account on
the day of substitution. The Servicer shall give notice in writing to the
Trustee of such event, which notice shall be accompanied by an Officers'
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 REMIC to fail to
qualify as such at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller to cure
such breach or purchase (or to substitute for) such Mortgage Loan as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of Certificateholders. In connection with the purchase of or substitution
for any such Mortgage Loan by the Seller, the Trustee shall assign to the Seller
all of the right, title and interest in respect of the Purchase Agreement
applicable to such Mortgage Loan.
Section 2.05... Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to the Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund and/or the 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... Negative Covenants of the Trust Fund.
Except as otherwise expressly permitted by this Agreement, the Trust
Fund shall not:
(a) .......sell, transfer, exchange or otherwise dispose of any of the assets
of the Trust Fund;
(b) .......dissolve or liquidate in whole or in part;
(c) .......engage, directly or indirectly, in any business other than that
arising out of the issue of the Certificates, and the actions contemplated or
required to be performed under this Agreement;
(d) .......incur, create or assume any indebtedness for borrowed money other
than the Certificates;
(e) .......voluntarily file a petition for bankruptcy, reorganization,
assignment for the benefit of creditors or similar proceeding; or
(f) .......merge, convert or consolidate with any other Person.
<PAGE>
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. The servicer shall service each Pledged Asset Loan in accordance
with the related documentation, including, but not limited to, the related
Assigned Contract. Without limiting the generality of the foregoing, the
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Servicer or the Subservicer, as the case
may be, believes it appropriate in its best judgment, to execute and deliver, on
behalf of the Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, or of consent to assumption or modification in connection with a
proposed conveyance, or of assignment of any Mortgage and Mortgage Note in
connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
commencement, prosecution or completion of judicial or non-judicial foreclosure,
the conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Servicer or the Subservicer, as
the case may be, believes it appropriate in its best judgment to register any
Mortgage Loan on the MERS(R) System, or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the Servicer
in accordance with Section 3.16(c), with no right of reimbursement.
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. 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.
<PAGE>
(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
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.
<PAGE>
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.
(b) .......The Servicer shall, upon request of the Trustee but at the expense of
the Servicer, deliver to the assuming party all documents and records relating
to each Subservicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of each Subservicing
Agreement to the assuming party.
Section 3.07... Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) .......The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment and which are
normal and usual in its general mortgage servicing activities. Consistent with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or any prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due on a
<PAGE>
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 7.00% per annum and the
Servicing Fee Rate. In connection with any Curtailment of a Mortgage Loan, the
Servicer, to the extent not inconsistent with the terms of the Mortgage Note and
local law and practice, may permit the Mortgage Loan to be reamortized such that
the Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Balance thereof by the original Maturity Date based
on the original Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes, except if such reissuance is described in Treasury
Regulation Section 1.860G-2(b)(3). The Servicer shall not be required to
institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note or otherwise or against any public or
governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) .......The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Custodial
Accounts held in trust, entitled "GMAC Mortgage Corporation Custodial Account in
trust for the benefit of the Holders of GMACM Mortgage Pass-Through
Certificates, Series 2000-J5." 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:
<PAGE>
(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);
(vi) All amounts transferred from the Payment Account to the Custodial Account
in accordance with Section 4.02(a); and
(vii) Any amounts received by the Servicer in respect of Pledged Assets.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Servicer in the Custodial Account. In the event
any amount not required to be deposited in the Custodial Account is so
deposited, the Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The Servicer
shall maintain records with respect to all deposits made pursuant to this
Section. All funds deposited in the Custodial Account shall be held in trust for
the Certificateholders until withdrawn in accordance with Section 3.10.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Servicer may elect to
treat such amounts as included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated to do so. If the
Servicer so elects, such amounts will be deemed to have been received (and any
related Realized Loss shall be deemed to have occurred) on the last day of the
month prior to the receipt thereof.
<PAGE>
(c) .......The Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Payment Account Deposit Date next following the date of such
investment (with the exception of the Amount Held for Future Distribution) and
which shall not be sold or disposed of prior to their maturities. All income and
gain realized from any such investment shall be for the benefit of the Servicer
as additional servicing compensation and shall be subject to its withdrawal or
order from time to time. The amount of any losses incurred in respect of any
such investments attributable to the investment of amounts in respect of the
Mortgage Loans shall be deposited in the Custodial Account by the Servicer out
of its own funds immediately as realized without any right of reimbursement.
Section 3.08... Subservicing Accounts; Servicing Accounts.
(a) .......In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Servicer shall cause the Subservicer,
pursuant to the Subservicing Agreement, to establish and maintain one or more
Subservicing Accounts which shall be an Eligible Account or, if such account is
not an Eligible Account, shall be acceptable to the Servicer and each Rating
Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Servicer shall be deemed to
have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before each Determination Date, the Servicer shall cause
the Subservicer, pursuant to the Subservicing Agreement, to remit to the
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Servicer.
(b) .......In addition to the Custodial Account and the Payment Account, the
Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall be hold in trust, entitled "GMAC Mortgage Corporation
Servicing Account in trust for the benefit of the of the Holders of GMACM
Mortgage Pass-Through Certificates, Series 2000-J5." 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.
<PAGE>
Section 3.09... Access to Certain Documentation and Information Regarding the
Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Servicer shall provide, or cause the Subservicers to provide,
to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory
agents and examiners thereof access to the documentation regarding the Mortgage
Loans required by applicable regulations of the Office of Thrift Supervision,
such access being afforded without charge but only upon reasonable request and
during normal business hours at the offices designated by the Servicer. The
Servicer shall permit such representatives to photocopy any such documentation
and shall provide equipment for that purpose at a charge reasonably
approximating the cost of such photocopying to the Servicer.
Section 3.10... Permitted Withdrawals from the Custodial Account.
(a) .......The Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Payment Account in the amounts and in the manner
provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed
advances or expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11,
3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of
this Agreement, such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of
a Mortgage Loan pursuant to Section 2.02, 2.04 or 4.07) which represent (A)
Late Collections of Monthly Payments for which any such advance was made in
the case of Subservicer Advances or Advances pursuant to Section 4.04 and
(B) recoveries of amounts in respect of which such advances were made in
the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if not previously retained by
such Subservicer) out of each payment received by the Servicer on account
of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16,
an amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the Subservicing Fee,
if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on
the amount specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the period
respecting which such interest was paid after giving effect to any previous
Curtailments;
<PAGE>
(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 as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay the Seller, with respect to each Mortgage Loan or property
acquired in respect thereof that has been purchased or otherwise
transferred pursuant to Section 2.02, 2.04, 4.07 or 9.01, all amounts
received thereon and not required to be distributed to the
Certificateholders as of the date on which the related Stated Principal
Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in
subsection (c) below, any Advance made in connection with a modification
of a Mortgage Loan that is in default or, in the judgment of the
Servicer, default is reasonably foreseeable pursuant to Section 3.07(a),
to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11,
3.13, 3.14(c), 6.03, 10.01 or otherwise;
(ix) to reimburse itself for Servicing Advances expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) .......Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Servicer shall
keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any withdrawal from the Custodial Account
pursuant to such clauses.
(c) .......The Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that the Servicer
determines to be a Nonrecoverable Advance by withdrawal from the Custodial
Account of amounts on deposit therein attributable to the Mortgage Loans on any
Payment Account Deposit Date succeeding the date of such determination. Such
right of reimbursement in respect of a Nonrecoverable Advance on any such
Payment Account Deposit Date shall be limited to an amount not exceeding the
portion of such advance previously paid to Certificateholders (and not
theretofore reimbursed to the Servicer or the related Subservicer).
<PAGE>
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%, after application of the amount of the Pledged
Assets to reduce such Loan-to-Value Ratio in the case of a Pledged Asset
Mortgage Loan, until the principal balance of the related Mortgage Loan secured
by a Mortgaged Property is reduced to 80%, after application of the amount of
the Pledged Assets to reduce such Loan-to Value-Ratio in the case of a Pledged
Asset Mortgage Loan, or less of the appraised value based on the most recent
appraisal of the Mortgaged Property performed by a qualified appraiser, such
appraisal to be included in the related servicing file. The Servicer shall not
cancel or refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency. In connection with
any assumption or substitution agreement entered into or to be entered into
pursuant to Section 3.13, the Servicer shall promptly notify the insurer under
the related Primary Insurance Policy, if any, of such assumption or substitution
of liability in accordance with the terms of such policy and shall take all
actions which may be required by such insurer as a condition to the continuation
of coverage under the Primary Insurance Policy. If such Primary Insurance Policy
is terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement Primary Insurance Policy as provided above.
(b) .......In connection with its activities as administrator and servicer of
the Mortgage Loans, the Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Servicer, the Subservicer, if any, the
Trustee and Certificateholders, claims to the related Insurer under any Primary
Insurance Policies, in a timely manner in accordance with such policies, and, in
this regard, to take or cause to be taken such reasonable action as shall be
necessary to permit recovery under any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Servicer under any Primary Insurance Policies
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10.
Section 3.12... Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) .......The Servicer shall cause to be maintained for each Mortgage Loan
(other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of (i)(A) the greater of the principal
balance owing on such Mortgage Loan and (B) the percentage such that the
proceeds thereof shall be sufficient to prevent the application of a
co-insurance clause; if the Mortgaged Property is in an area identified in the
<PAGE>
Federal Register by the Federal Emergency Management Agency as being a special
flood hazard area that has federally-mandated flood insurance requirements, the
Servicer will cause to be maintained a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (i) the outstanding principal balance of the
Mortgage Loan, (ii) the maximum insurable value of the improvements securing
such Mortgage Loan or (iii) the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973, as amended; or (ii) 100 percent
of the insurable value of the improvements. The Servicer shall also cause to be
maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire
insurance with extended coverage in an amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in an amount as
provided above. Pursuant to Section 3.07, any amounts collected by the Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any cost incurred by the Servicer in maintaining any
such insurance shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Servicer out of related late payments by the Mortgagor or
out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage Loan other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All such policies shall be endorsed with standard
mortgagee clauses with loss payable to the Servicer and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any
cancellation, reduction in the amount or material change in coverage to the
Servicer. The Servicer shall not interfere with the Mortgagor's freedom of
choice in selecting either his insurance carrier or agent, provided, however,
that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating in
Best's Key Rating Guide currently acceptable to Fannie Mae 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.
<PAGE>
(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 Fannie Mae or Freddie Mac, with respect to the Servicer if the Servicer were
servicing and administering the Mortgage Loans for Fannie Mae or Freddie Mac. In
the event that any such bond or policy ceases to be in effect, the Servicer
shall obtain a comparable replacement bond or policy from an issuer or insurer,
as the case may be, meeting the requirements set forth above.
Section 3.13... Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) .......When any Mortgaged Property is conveyed by the Mortgagor, the
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing, the
Servicer is not required to exercise such rights with respect to a Mortgage Loan
if the Person to whom the related Mortgaged Property has been conveyed or is
proposed to be conveyed satisfies the terms and conditions contained in the
Mortgage Note and Mortgage related thereto and the consent of the mortgagee
under such Mortgage Note or Mortgage is not otherwise so required under such
Mortgage Note or Mortgage as a condition to such transfer. In the event that the
Servicer is prohibited by law from enforcing any such due-on-sale clause, or if
coverage under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Servicer is authorized,
subject to Section 3.13(b), to take or enter into an assumption and modification
agreement from or with the person to whom such property has been or is about to
be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, unless prohibited by applicable state law, the Mortgagor remains
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.13(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability agreement with such Person, pursuant to
which the original Mortgagor is released from liability and such Person is
substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this Section by reason of any transfer or assumption which the Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever.
(b) .......Subject to the Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Servicer is authorized, subject to the
requirements of the sentence next following, to execute and deliver, on behalf
of the Trustee, the assumption agreement with the Person to whom the Mortgaged
Property is to be conveyed and such modification agreement or supplement to the
Mortgage Note or Mortgage or other instruments as are reasonable or necessary to
carry out the 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
<PAGE>
assumption, no material term of the Mortgage Note may be changed. Upon receipt
of appropriate instructions from the Servicer in accordance with the foregoing,
the Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Servicer. Upon the
closing of the transactions contemplated by such documents, the Servicer shall
cause the originals or true and correct copies of the assumption agreement, the
release (if any), or the modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Servicer or such Subservicer as additional
servicing compensation.
(c) .......The Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of the 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
<PAGE>
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
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.
Further, the Servicer shall use its best reasonable efforts to realize upon any
Pledged Assets for such of the Pledged Asset 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; provided that the Servicer
shall not, on behalf of the Trustee, obtain title to any such Pledged Assets as
a result of or in lieu of the disposition thereof or otherwise; and provided
further that (i) the Servicer shall not proceed with respect to such Pledged
Assets in any manner that would impair the ability to recover against the
related Mortgaged Property, and (ii) the Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Pledged Assets against amounts owed under the defaulted Mortgage Loan. Any
proceeds realized from such Pledged Assets (other than amounts to be released to
the Mortgagor or the related guarantor in accordance with procedures that the
Servicer would follow in servicing loans held for its own account, subject to
the terms and conditions of the related Mortgage and Mortgage Note and to the
terms and conditions of any security agreement, guarantee agreement, mortgage or
other agreement governing the disposition of the proceeds of such Pledged
Assets) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any other payment received by the Servicer in respect
of such Pledged Assets shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10. The Servicer shall permit the release of
the Pledged Assets only in accordance with the terms of the Assigned Contracts.
(b) .......The Servicer shall, either itself or through an agent selected by the
Servicer, and in accordance with the Fannie Mae 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.
<PAGE>
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.
(c) .......If title to any Mortgaged Property is acquired by the Trust Fund as
an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect. To the extent
the net income received during any calendar month is in excess of the amount
attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related Mortgage Loan for such calendar month, such excess
shall be considered to be a Curtailment of the related Mortgage Loan.
(d) .......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
<PAGE>
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.
(e) .......The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Servicer or the related Subservicer in accordance with
Section 3.10(a)(ii); second, to all Servicing Fees and Subservicing Fees payable
therefrom (and the Servicer and the Subservicer shall have no claims for any
deficiencies with respect to such fees which result from the foregoing
allocation); third, to the Certificateholders to the extent of accrued and
unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at
the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) to the Due Date prior to the Distribution Date on which
such amounts are to be distributed; fourth, to the Certificateholders as a
recovery of principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss was allocated is
no longer outstanding, such subsequent recovery shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
and fifth, to Foreclosure Profits.
(f) .......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 Files.
(a) .......Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Servicer will immediately
notify the Custodian, if any, or the Trustee (if it holds the related Mortgage
File) by delivery of a Request for Release substantially in one of the forms
attached hereto as Exhibit F requesting delivery to it of the Mortgage File. The
Servicer is authorized to execute and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or
<PAGE>
such instrument releasing the lien of the Mortgage, together with the Mortgage
Note with, as appropriate, written evidence of cancellation thereon and to cause
the removal from the registration on the MERS(R) System of such Mortgage and to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation or of partial
or full release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Payment Account.
(b) .......From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Servicer shall deliver a Request for Release to the
Custodian, if any, or the Trustee (if it holds the related Mortgage File)
requesting that possession of all, or any document constituting part of, the
Mortgage File be released to the Servicer and certifying as to the reason for
such release and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any Required Insurance Policy.
Upon receipt of the foregoing, the Trustee (if it holds the related Mortgage
File) or the Custodian shall deliver the Mortgage File or any document therein
to the Servicer. The Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the Custodian as agent for
the Trustee when the need therefor by the Servicer no longer exists, unless (i)
the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the Mortgage Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Servicer has delivered directly or through a Subservicer
to the Trustee and the Custodian a certificate of a Servicing Officer certifying
as to the name and address of the Person to which such Mortgage File or such
document was delivered and the purpose or purposes of such delivery. In the
event of the liquidation of any such Mortgage Loan, the Custodian, if any, or
the Trustee shall deliver the Request for Release with respect thereto to the
Servicer upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) .......The Servicer on the Trustee's behalf shall execute and deliver to the
Servicer, if necessary, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate any insurance coverage under any Required
Insurance Policy or invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
(d) .......Notwithstanding any other provisions of this Agreement, the Servicer
shall transmit to the Custodian, if any, or the Trustee as required by this
Agreement all documents and instruments in respect of a Mortgage Loan coming
into the possession of the Servicer from time to time and shall account fully to
the Trustee for any funds received by the Servicer or which otherwise are
collected by the Servicer as Liquidation Proceeds or Insurance Proceeds in
respect of any related Mortgage Loan. All Mortgage Files and funds collected or
held by, or under the control of, the Servicer in respect of any Mortgage Loans,
<PAGE>
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), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) .......Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or otherwise shall be retained by the Servicer or the
Subservicer to the extent provided herein, subject to clause (e) below.
(c) .......The Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
certain expenses of the Trustee as provided in Section 8.05, and the fees and
expenses of any Custodian) and shall not be entitled to reimbursement therefor
except as specifically provided in Sections 3.10 and 3.14.
(d) .......The Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Servicer under this Agreement.
(e) .......Notwithstanding any other provision herein, the amount of the
Servicing Fee that the Servicer shall be entitled to receive for its activities
hereunder for the period ending on each Distribution Date shall be reduced (but
not below zero) by an amount equal to Compensating Interest (if any) for such
Distribution Date. In making such reduction, the Servicer will not withdraw from
the Custodial Account any such amount representing all or a portion of the
Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii).
<PAGE>
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 (EDGAR), a Form 8-K with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2001, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
Prior to March 30, 2001, the Trustee shall file a Form 10-K, in substance
conforming to industry standards, with respect to the Trust Fund. The Company
hereby grants to the Trustee a limited power of attorney to execute and file
each such document on behalf of the Company. Such power of attorney shall
continue until either the earlier of (i) receipt by the Trustee from the Company
of written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Company agrees to promptly furnish to the Trustee, from time to
time upon request, such further information, reports, and financial statements
within its control related to this Agreement and the Mortgage Loans as the
Trustee reasonably deems appropriate to prepare and file all necessary reports
with the Commission. The Trustee shall have no responsibility to file any items
other than those specified in this section.
Section 3.18... Annual Statement as to Compliance.
---------------------------------
The Servicer shall deliver to the Seller, the Trustee and each Rating
Agency on or before 90 days after the end of the Servicer's fiscal year,
commencing in its fiscal year ending December 31, 2001, an Officer's Certificate
stating, as to the signer thereof, that (i) a review of the activities of the
Servicer during the preceding calendar year and of the performance of the
Servicer under this Agreement has been made under such officer's supervision and
(ii) to the best of such officer's knowledge, based on such review, the Servicer
has fulfilled all its obligations under this Agreement throughout such year, or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof except for such defaults as such officer in his or her good faith
judgment believes to be immaterial.
Section 3.19... Annual Independent Public Accountants' Servicing Report.
On or before 90 days after the end of the Servicer's fiscal year,
commencing in its 2001 fiscal year, the Servicer at its expense shall cause a
firm of independent public accountants (who may also render other services to
the Servicer, the Seller or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee and the Seller to the effect that such firm has examined certain
documents and records relating to the Servicer's servicing of mortgage loans of
the same type as the Mortgage Loans pursuant to servicing agreements
substantially similar to this Agreement, which agreements may include this
Agreement, and that, on the basis of such an examination, conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, such firm is of the opinion that the Servicer's servicing has
been conducted in compliance with the agreements examined pursuant to this
Section, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such
statement. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided such
statement is delivered by the Servicer to the Trustee.
<PAGE>
Section 3.20... Rights of the Company in Respect of the Servicer.
The Servicer shall afford the Seller and the Trustee reasonable access
to all records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such access
being afforded without charge, but only upon reasonable request and during
normal business hours at the office designated by the Servicer.
Section 3.21... Administration of Buydown Funds.
(a) .......With respect to any Buydown Mortgage Loan, the Servicer will withdraw
from the account that satisfies the requirements for a Subservicing Account (the
"Buydown Account") the predetermined amount that, when added to the amount due
on such date from the Mortgagor, equals the full Monthly Payment and deposit
that amount in the Custodial Account together with the related payment made by
the Mortgagor or advanced by the Subservicer.
(b) .......If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Servicer shall
withdraw from the Buydown Account and remit any Buydown Funds remaining in the
Buydown Account in accordance with the related buydown agreement. The amount of
Buydown Funds which may be remitted in accordance with the related buydown
agreement may reduce the amount required to be paid by the Mortgagor to fully
prepay the related Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults on such Mortgage Loan during the Buydown Period and the property
securing such Buydown Mortgage Loan is sold in the liquidation thereof (either
by the Servicer or the insurer under any related Primary Insurance Policy), the
Servicer shall withdraw from the Buydown Account the Buydown Funds for such
Buydown Mortgage Loan still held in the Buydown Account and deposit the same in
the Custodial Account or, pay to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such insurer and such insurer
pays all of the loss incurred in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to reduce the amount owed on
the Mortgage Loan.
ARTICLE IV.....
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01... Payment Account.
(a) .......The Trustee shall establish and maintain a Payment Account in which
the Servicer shall cause to be deposited on behalf of the Trustee on or before
2:00 P.M. New York time on each Payment Account Deposit Date by wire transfer of
immediately available funds an amount equal to the sum of (i) any Advance for
the immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Payment Account pursuant to Section 3.12(a), (iii) any amount
required to be deposited in the Payment Account pursuant to Section 4.07, (iv)
any amount required to be paid pursuant to Section 9.01 and (v) all other
amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
<PAGE>
(b) .......The Trustee may invest or cause the institution maintaining the
Payment Account to invest 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 shall be for the benefit of the Trustee and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments shall be deposited in the Payment Account by the
Trustee out of its own funds immediately as realized without any right of
reimbursement.
Section 4.02... Distributions.
(a) .......On each Distribution Date (x) the Trustee or (y) the Paying Agent
appointed by the Trustee, shall distribute first, to the Trustee, payment for
any servicing transfer expenses reimbursable to the Trustee pursuant to Section
7.02(a), and that have not been paid or reimbursed to the Trustee by the
Servicer and second, 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) Available Interest will be distributed in the following order of priority:
(A) first:
(1) to pay on a pro rata basis to the Holders of the Class A-1
Certificates, Class IO Certificates (with respect to
Notional Amount 1) and, after January 2001, to the Holders
of the Class PO Certificates (with respect to the
Component PO-1), from Available Interest related to the
Group I Loans, Accrued Certificate Interest on such
Classes (with respect to the Class IO Certificates, on
Notional Amount 1 only) and any Accrued Certificate
Interest from prior Distribution Dates remaining unpaid on
those Classes (with respect to the Class IO Certificates,
on Notional Amount 1 only); and
<PAGE>
(2) to pay on a pro rata basis to the Holders of the Class A-2
Certificates, Class IO Certificates (with respect to
Notional Amount 2) and, after July 2005, to the Holders of
the Class PO Certificates (with respect to the Component
PO-2), from Available Interest related to the Group II
Loans, Accrued Certificate Interest on such Classes (with
respect to the Class IO Certificates, on Notional Amount 2
only)and any Accrued Certificate Interest from prior
Distribution Dates remaining unpaid on those Classes (with
respect to the Class IO Certificates, on Notional Amount 2
only);
(B) second:
(1) to pay on a pro rata basis to the Holders of the Class A-1
Certificates, Class IO Certificates (with respect to
Notional Amount 1) and, after January 2001, to the Holders
of the Class PO Certificates (with respect to the
Component PO-1), from remaining Available Interest related
to the Group II Loans, Accrued Certificate Interest on
such Classes not paid pursuant to clause first above (with
respect to the Class IO Certificates, on Notional Amount 1
only) and any Accrued Certificate Interest from prior
Distribution Dates remaining unpaid on such Classes not
paid pursuant to clause first above (with respect to the
Class IO Certificates, on Notional Amount 1 only);
(2) to pay on a pro rata basis to the Holders of the Class A-2
Certificates, Class IO Certificates (with respect to
Notional Amount 2) and, after July 2005, to the Holders of
the Component PO Certificates (with respect to the
Component PO-2), from remaining Available Interest related
to the Group I Loans, Accrued Certificate Interest on such
Classes not paid pursuant to clause first above (with
respect to the Class IO Certificates, on Notional Amount 2
only) and any Accrued Certificate Interest from prior
Distribution Dates remaining unpaid on those Classes not
paid pursuant to clause first above (with respect to the
Class IO Certificates, on Notional Amount 2 only);
(C) third, to pay Accrued Certificate Interest to the Holders of the
Class M-1, Class M-2 and Class M-3 Certificates, sequentially in
the order of their numerical Class designations, beginning with
the Class M-1 Certificates; and
(D) fourth, any remaining Available Interest will be distributed
pursuant to Section 4.02(a)(iii) hereof.
(ii) Available Principal will be distributed in the following order of priority:
(A) for each Distribution Date (x) prior to the Step-down Date or (y)
on or after the Step-down Date, if a Trigger Event is in effect
on that Distribution Date, Available Principal will first be
distributed sequentially in the order of their numerical
designations, to the Holders of the Class R -I Certificates and
R-II Certificates, until the Certificate Principal Balances
thereof have been reduced to zero, and then in the following
order of priority:
<PAGE>
(1) first, Available Principal received in respect of the
Group I Loans, to the Class A-1 Certificates and Class PO
Certificates (with respect to the Component PO-1), pro
rata, as a reduction of the Certificate Principal Balance
and Component Principal Balance, as applicable, of such
Classes, until the Certificate Principal Balance and
Component Principal Balance thereof have been reduced to
zero, and thereafter, to the Class A-2 Certificates and
Class PO Certificates (with respect to the Component
PO-2), pro rata, as a reduction in the Certificate
Principal Balance and Component Principal Balance, as
applicable, of such Classes, until the Certificate
Principal Balance and Component Principal Balance thereof
have been reduced to zero; and Available Principal
received in respect of the Group II Loans, to the Class
A-2 Certificates and Class PO Certificates (with respect
to the Component PO-2), pro rata, as a reduction in the
Certificate Principal Balance and Component Principal
Balance, as applicable, of such Classes, until the
Certificate Principal Balance and Component Principal
Balance thereof have been reduced to zero, and thereafter
to the Class A-1 Certificates and Class PO Certificates
(with respect to the Component PO-1), pro rata, as a
reduction in the Certificate Principal Balance and
Component Principal Balance, as applicable, of such
Classes, until the Certificate Principal Balance and
Component Principal Balance thereof have been reduced to
zero; and
(2) second, to the Holders of the Class M-1, Class M-2 and
Class M-3 Certificates, sequentially in the order of their
numerical Class designations, beginning with the Class M-1
Certificates, as a reduction of the Certificate Principal
Balances of such Classes, until the Certificate Principal
Balances thereof have been reduced to zero;
(B) for each Distribution Date on or after the Step-down Date, so
long as a Trigger Event is not in effect:
(1) first, to pay from Available Principal, to the Holders of
the Senior Certificates, principal sufficient to reduce
the aggregate Certificate Principal Balances of such
Classes to the Senior Optimal Principal Balance;
(2) second, to pay from Available Principal, to the Holders of
the Class M-1 Certificates as a reduction of the
Certificate Principal Balance thereof until the aggregate
Certificate Principal Balance of such Class has been
reduced to the Class M-1 Optimal Principal Balance;
(3) third, to pay from Available Principal, to the Holders of
the Class M-2 Certificates as a reduction of the
Certificate Principal Balance thereof until the aggregate
Certificate Principal Balance of such Class has been
reduced to the Class M-2 Optimal Principal Balance;
<PAGE>
(4) fourth, to pay from Available Principal, to the Holders of
the Class M-3 Certificates as a reduction of the
Certificate Principal Balance thereof until the aggregate
Certificate Principal Balance of such Class has been
reduced to the Class M-3 Optimal Principal Balance or, if
a Principal Distribution Trigger Event is in effect and
continuing, all remaining Available Principal as a
reduction of the Certificate Principal Balance of the
Class M-3 Certificates; and
(5) fifth, any remaining Available Principal will be distributed pursuant to
Section 4.02(a)(iii) hereof.
Payments made on the Senior Certificates on each Distribution Date with
respect to Available Principal and the Overcollateralization Increase Amount
will be distributed concurrently to each Class of Senior Certificates, in each
case allocated in proportion to the percentage of Available Principal derived
from the related Loan Group for that Distribution Date, until the Certificate
Principal Balances of the Class A-1 Certificates and Class PO Certificates (with
respect to the Component PO-1) in the aggregate or the Class A-2 Certificates
and Class PO Certificates (with respect to the Component PO-2) in the aggregate,
have been reduced to zero.
(iii) Excess Cashflow will be distributed in the following order of priority:
(A) first, to pay to the Holders of the Senior Certificates, pro rata, any
unpaid Accrued Certificate Interest, provided, however, that payments from
Excess Cashflow related to the Group I Loans for that Distribution Date
will first be distributed to the Class A-1 Certificates and Class PO
Certificates (with respect to the Component PO-1), pro rata, and then to
the Class A-2 Certificates and Class PO Certificates (with respect to the
Component PO-2), pro rata, and payments from Excess Cashflow related to the
Group II Loans for that Distribution Date will first be distributed to the
Class A-2 Certificates and Class PO Certificates (with respect to the
Component PO-2), pro rata, and then to the Class A-1 Certificates and Class
PO Certificates (with respect to the Component PO-1), pro rata;
(B) second, to pay to the Holders of the Class M-1 Certificates,
Class M-2 Certificates and Class M-3 Certificates, in that order,
any unpaid Accrued Certificate Interest;
(C) third, to pay to the Holders of the Senior Certificates, pro rata, any
Unpaid Realized Loss Amounts allocated to the Senior Certificates,
provided, however, that payments from Excess Cashflow related to the Group
I Loans for that Distribution Date will first be distributed to the Class
A-1 Certificates and Class PO Certificates (with respect to the Component
PO-1), pro rata, and then to the Class A-2 Certificates and Class PO
Certificates (with respect to the Component PO-2), pro rata, and payments
from Excess Cashflow related to the Group II Loans for that Distribution
Date will first be distributed to the Class A-2 Certificates and Class PO
Certificates (with respect to the Component PO-2), pro rata, and then to
the Class A-1 Certificates and Class PO Certificates (with respect to the
Component PO-1), pro rata;
<PAGE>
(D) fourth, to pay to the Holders of the Class M-1 Certificates,
Class M-2 Certificates and Class M-3 Certificates, in that order,
any Unpaid Realized Loss Amounts allocated to the Class M-1
Certificates, the Class M-2 Certificates or the Class M-3
Certificates, respectively;
(E) fifth, to pay to the Holders of Senior Certificates, the
Overcollateralization Increase Amount as a payment in reduction of the
Certificate Principal Balances thereof, until the Required
Overcollateralization Amount has been satisfied, provided, however, that
payments from Excess Cashflow related to the Group I Loans for that
Distribution Date will first be distributed to the Class A-1 Certificates
and Class PO Certificates (with respect to the Component PO-1), pro rata,
and then to the Class A-2 Certificates and Class PO Certificates (with
respect to the Component PO-2), pro rata, and payments from Excess Cashflow
related to the Group II Loans for that Distribution Date will first be
distributed to the Class A-2 Certificates and Class PO Certificates (with
respect to the Component PO-2), pro rata, and then to the Class A-1
Certificates and Class PO Certificates (with respect to the Component
PO-1), pro rata;
(F) sixth, on and after the Distribution Date when the Senior Certificates have
been reduced to zero, to pay the Holders of the Class M-1 Certificates,
Class M-2 Certificates and Class M-3 Certificates, in that order, in each
case until their respective Certificate Principal Balance has been reduced
to zero, the Overcollateralization Increase Amount as a payment in
reduction of the Certificate Principal Balance of the Class M-1
Certificates, the Class M-2 Certificates and the Class M-3 Certificates, as
applicable, until the Required Overcollateralization Amount has been
satisfied;
(G) seventh, to the Holders of the Class SB Certificates, any
Overcollateralization Decrease Amount in reduction of the Class
SB Principal Balance applied as set forth in the Preliminary
Statement;
(H) eighth, to the Holders of the Class A-2 Certificates, any
Interest Carry Forward Amount remaining unpaid on that
Distribution Date; and
(I) ninth, 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;
(J) tenth, to the Holders of the Class SB Certificates, Accrued Certificate
Interest on the Class SB Certificates; and
(K) eleventh, all remaining amounts to the Class R-I Certificates.
(b) .......Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be solely
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or the
Servicer shall have any responsibility therefor.
<PAGE>
(c) .......Except as otherwise provided in Section 9.01, if the Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Servicer shall, no later than
the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
related Interest Accrual Period. In the event that Certificateholders required
to surrender their Certificates pursuant to Section 9.01(c) do not surrender
their Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the Payment
Account and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03... Statements to Certificateholders.
(a) .......Concurrently with each distribution charged to the Payment Account
and with respect to each Distribution Date, the Trustee shall make available to
Certificateholders and other parties to this Agreement via the Trustee's
internet website service a statement as to each Class of Certificates and the
Mortgage Pool that includes the information set forth in Exhibit M attached
hereto.
(b) .......The Trustee's internet website shall initially be located at
"www.ctslink.com." Assistance in using the website service can be obtained by
calling the Trustee's customer service desk at (301) 815-6600. 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 and the Trustee shall provide timely and
adequate notification to all above parties regarding any such changes.
(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 Certificate, other than a Class R Certificate, a statement
containing the information set forth in clauses (i) and (ii) of subsection (a)
above aggregated for such calendar year or applicable portion thereof during
which such Person was a Certificateholder. Such obligation of the Trustee shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code.
(d) .......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.
<PAGE>
(e) .......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.
Section 4.04... Distribution of Reports to the Trustee and the Company; Advances
by the Servicer.
(a) .......Prior to the close of business on the Business Day next succeeding
each Determination Date, the Servicer shall furnish a report (the "Remittance
Report") to the Trustee in a mutually agreed upon form of an electromagnetic
tape or disk and hard copy. The Remittance Report and any information
supplemental thereto shall include such information with respect to the Mortgage
Loans that is required by the Trustee for purposes of making the calculations
described in Section 4.02 and preparing the statement described in Section 4.03,
as set forth in written specifications or guidelines issued by the Seller or the
Trustee from time to time. The Trustee shall be protected in relying upon the
information set forth in the Remittance Report without any independent check or
verification.
(b) .......On or before 2:00 P.M. New York time on each Payment Account Deposit
Date, the Servicer shall either (i) deposit in the Payment Account from its own
funds, or funds received therefor from the Subservicers, an amount equal to the
Advances to be made by the Servicer in respect of the related Distribution Date,
which shall be in an aggregate amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Net Mortgage Rate),
less the amount of any related Servicing Modifications, Debt Service Reductions
or reductions in the amount of interest collectable from the Mortgagor pursuant
to the Relief Act, on the Outstanding Mortgage Loans as of the related Due Date,
which Monthly Payments were delinquent as of the close of business as of the
related Determination Date; provided that no Advance shall be made if it would
be a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Payment Account all or a portion of the
Amount Held for Future Distribution in discharge of any such Advance, or (iii)
make advances in the form of any combination of (i) and (ii) aggregating the
amount of such Advance. Any portion of the Amount Held for Future Distribution
so used shall be replaced by the Servicer by deposit in the Payment Account on
or before 11:00 A.M. New York time on any future Payment Account Deposit Date to
the extent that funds attributable to the Mortgage Loans that are available in
the Custodial Account for deposit in the Payment Account on such Payment Account
Deposit Date shall be less than payments to Certificateholders required to be
made on the following Distribution Date. The Servicer shall be entitled to use
any Advance made by a Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution Date as part
of the Advance made by the Servicer pursuant to this Section 4.04. The amount of
any reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances
on any Distribution Date shall be allocated to specific Monthly Payments due but
delinquent for previous Due Periods, which allocation shall be made, to the
extent practicable, to Monthly Payments which have been delinquent for the
longest period of time. Such allocations shall be conclusive for purposes of
reimbursement to the Servicer from recoveries on related Mortgage Loans pursuant
to Section 3.10.
<PAGE>
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 Officers' 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 Officers'
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 SB Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class M-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class M-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero and
thereafter Realized Losses shall be allocated among the Class A-1 Certificates
and Component PO-1 pro rata with respect to the Group I Loans and among the
Class A-2 Certificates and Component PO-2 pro rata with respect to the Group II
Loans.
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
<PAGE>
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; provided
that for purposes of determining "pro rata." Any allocation of the principal
portion of Realized Losses (other than Debt Service Reductions) to the Class M
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,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07... Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Servicer may, upon the written request of and with funds provided by
the Junior Certificateholder, purchase such Mortgage Loan from the Trustee at
the Purchase Price therefor. If at any time the Servicer makes a payment to the
Payment Account covering the amount of the Purchase Price for such a Mortgage
Loan, and the Servicer provides to the Trustee a certification signed by a
Servicing Officer stating that the amount of such payment has been deposited in
the Payment Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Servicer without recourse to the Junior
Certificateholder, which shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security.
The Junior Certificateholder will thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
<PAGE>
ARTICLE V......
THE CERTIFICATES
Section 5.01... The Certificates.
(a) .......The Senior, Class M, Class SB 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
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.
<PAGE>
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 SB or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) .......At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) .......No transfer, sale, pledge or other disposition of a Class SB
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 SB
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,
<PAGE>
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Servicer (except
that, if such transfer is made by the Company or the Servicer or any Affiliate
thereof, the Company or the Servicer shall provide such Opinion of Counsel at
their own expense); provided that such Opinion of Counsel will not be required
in connection with the initial transfer of any such Certificate by the Company
or any Affiliate thereof to the Company or an Affiliate of the Company and (B)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit H-1 hereto, and the Trustee shall require
the transferor to execute a representation letter, substantially in the form of
Exhibit I hereto, each acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not be an expense
of the Trustee, the Company or the Servicer; provided, however, that such
representation letters will not be required in connection with any transfer of
any such Certificate by the Company or any Affiliate thereof to the Company or
an Affiliate of the Company, and the Trustee shall be entitled to conclusively
rely upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Company, of the status of such transferee as an
Affiliate of the Company or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the
Servicer with an investment letter substantially in the form of Exhibit J
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Servicer, and which investment letter states that, among other
things, such transferee (A) is a "qualified institutional buyer" as defined
under Rule 144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that the
proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws.
(e) .......(i) In the case of any Class M, Class SB 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 M, Class SB or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code
(or comparable provisions of any subsequent enactments), and will not subject
the Trustee, the Company or the Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Servicer or (B) the
prospective Transferee shall be required to provide the Trustee, the Company and
the Servicer with a certification to the effect set forth in paragraph six of
Exhibit H-1 (with respect to any Class SB Certificate), Exhibit H-2 (with
respect to any Class M 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
<PAGE>
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 M or Class SB Certificate, the
following conditions are satisfied: (i) such Transferee is an insurance company,
(ii) the source of funds used to purchase or hold such Certificate (or interest
therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel or
certification will not be required with respect to the transfer of any Class M
Certificate to a Depository, or for any subsequent transfer of any interest in a
Class M Certificate for so long as such Certificate is a Book-Entry Certificate
(each such Class M Certificate, a "Book-Entry Mezzanine Certificate"). Any
Transferee of a Book-Entry Mezzanine Certificate will be deemed to have
represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan Investor or (b)
such Transferee is a Complying Insurance Company.
(iii) (A) If any Class M Certificate (or any interest therein) is
acquired or held in violation of the provisions of Section (ii) above, then the
last preceding Transferee that either (i) is not a Plan Investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by law,
to all rights and obligations as Certificate Owner thereof retroactive to the
date of such Transfer of such Class M Certificate. The Trustee shall be under no
liability to any Person for making any payments due on such Certificate to such
preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or
holding of any Book-Entry Mezzanine Certificate (or interest
therein) was effected in violation of the restrictions in this
Section 5.02(e) shall indemnify and hold harmless the Company,
the Trustee, the Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition
or holding.
(f) .......(i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(ii) 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.
<PAGE>
(iii) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to it, and
shall not register the Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the
form attached hereto as Exhibit G-1) from the proposed Transferee, in form and
substance satisfactory to the Servicer, representing and warranting, among other
things, that it is a Permitted Transferee, that it is not acquiring its
Ownership Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a Permitted Transferee, and that
it has reviewed the provisions of this Section 5.02(f) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as Exhibit G-2, from
the Holder wishing to transfer the Class R Certificate, in form and substance
satisfactory to the Servicer, representing and warranting, among other things,
that no purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(iv) 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.
(v) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer its
Ownership Interest in a Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the Trustee in the form
attached hereto as Exhibit G-2.
(vi) 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."
(vii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and Agreement,
a certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit G-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(viii) 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
<PAGE>
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.
(ix) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f) and to
the extent that the retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Servicer shall have the right, without notice
to the holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Servicer on such terms as the
Servicer may choose. Such purported Transferee shall promptly endorse and
deliver the Class R Certificates in accordance with the instructions of the
Servicer. Such purchaser may be the Servicer itself or any Affiliate of the
Servicer. The proceeds of such sale, net of the commissions (which may include
commissions payable to the Servicer or its Affiliates), expenses and taxes due,
if any, will be remitted by the Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be determined in the
sole discretion of the Servicer, and the Servicer shall not be liable to any
Person having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(x) 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.
(xi) 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 SB 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 Officers' 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
<PAGE>
tax caused by the Transfer of any Class R Certificate to a Person
that is a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused by the
Transfer of a Class R Certificate to a Person that is not a
Permitted Transferee.
(g) .......No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) .......All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
(i) .......The provisions contained in Section 5.02(e) shall no longer apply to
the Class M Certificates if the Company or the Servicer delivers to the Trustee
an Officer's Certificate stating that amendments proposed by the United States
Department of Labor (the "DOL") to be made to Prohibited Transaction Exemption
94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE 97-34, 62 Fed.
Reg. 39021 (July 21, 1997) and similar exemptions have been published in final
form substantially as proposed in the DOL Exemption Application No. D-10809, 65
Fed. Reg. 51454 (August 23, 2000).
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).
<PAGE>
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 will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06... Optional Purchase of Certificates.
(a) .......On any Distribution Date on which the Pool Stated Principal Balance,
prior to giving effect to distributions to be made on such Distribution Date, is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, the Servicer shall have the right, at its option, to purchase the
Certificates in whole, but not in part, at a price equal to the outstanding
Certificate Principal Balance of such Certificates plus the sum of Accrued
Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest.
(b) .......The Servicer shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Servicer anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Servicer by letter to Certificateholders
(with a copy to the Certificate Registrar and each Rating Agency) mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, payments being made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein
specified.
If the Servicer gives the notice specified above, the Servicer shall deposit in
the Payment Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
<PAGE>
(c) .......Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest
with respect thereto.
(d) .......If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase pursuant to this Section 5.06
is to be made, the Trustee shall on such date cause all funds in the Payment
Account deposited therein by the Servicer pursuant to Section 5.06(b) to be
withdrawn therefrom and deposited in a separate escrow account for the benefit
of such Certificateholders, and the Servicer shall give a second written notice
to such Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Servicer to contact the Holders of
such Certificates concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the Trustee
shall pay to the Servicer all amounts distributable to the Holders thereof and
the Servicer shall thereafter hold such amounts until distributed to such
Holders. No interest shall accrue or be payable to any Certificateholder on any
amount held in the escrow account or by the Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered on
the Distribution Date on which a purchase pursuant to this Section 5.06 occurs
as provided above will be deemed to have been purchased and the Holder as of
such date will have no rights with respect thereto except to receive the
purchase price therefor minus any costs and expenses associated with such escrow
account and notices allocated thereto. Any Certificates so purchased or deemed
to have been purchased on such Distribution Date shall remain outstanding
hereunder. The Servicer shall be for all purposes the Holder thereof as of such
date.
ARTICLE VI.....
THE COMPANY AND THE SERVICER
Section 6.01... Respective Liabilities of the Company and the Servicer.
The Company and the Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed upon
and undertaken by the Company and the Servicer herein. By way of illustration
and not limitation, the Company is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 7.01 or
Section 10.01 to assume any obligations of the Servicer or to appoint a designee
to assume such obligations, nor is it liable for any other obligation hereunder
that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
<PAGE>
Section 6.02... Merger or Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by Servicer.
(a) .......The Company and the Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) .......Any Person into which the Company or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Company or the Servicer shall be a party, or any Person succeeding to
the business of the Company or the Servicer, shall be the successor of the
Company or the Servicer, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person to the Servicer shall be qualified to service
mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that
each Rating Agency's ratings, if any, of the Senior, Class M or Class SB
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 Fannie Mae or Freddie 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
<PAGE>
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Servicer and
any director, officer, employee or agent of the Company or the Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Company nor the Servicer shall be under any obligation to
appear in, prosecute or defend any legal or administrative action, proceeding,
hearing or examination that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or
liability; provided, however, that the Company or the Servicer may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Company and the
Servicer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as provided by Section
3.10 and, on the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in the same manner
as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04... Company and Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Servicer shall resign from its respective obligations and duties hereby imposed
on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
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):
(a) .......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
<PAGE>
(b) .......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
(c) .......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
(d) .......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
(e) .......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
(f) .......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
<PAGE>
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Servicer agrees to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Payment Account or thereafter be received with respect to the Mortgage Loans. No
such termination shall release the Servicer for any liability that it would
otherwise have hereunder for any act or omission prior to the effective time of
such termination.
Notwithstanding any termination of the activities of GMAC Mortgage
Corporation in its capacity as Servicer hereunder, GMAC Mortgage Corporation
shall be entitled to receive, out of any late collection of a Monthly Payment on
a Mortgage Loan which was due prior to the notice terminating GMAC Mortgage
Corporation's rights and obligations as Servicer hereunder and received after
such notice, that portion to which GMAC Mortgage Corporation would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its
Servicing Fee in respect thereof, and any other amounts payable to GMAC Mortgage
Corporation hereunder the entitlement to which arose prior to the termination of
its activities hereunder.
Section 7.02... Trustee to Act; Appointment of Successor.
(a) .......Within 90 days of the time the Servicer resigns pursuant to Section
6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee
or a successor Servicer appointed by the Trustee hereunder shall be the
successor in all respects to the Servicer in its capacity as Servicer under this
Agreement and the transactions set forth or provided for herein and shall be
subject thereafter to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Servicer, including
the obligation to make Monthly Advances which have been or will be required to
be made, but excluding the representations of the Servicer contained in Section
2.03, by the terms and provisions hereof; provided that any failure to perform
such duties or responsibilities caused by the predecessor Servicer's failure to
provide information required by Section 4.02 or 4.03 shall not be considered a
default by the Trustee as successor Servicer hereunder; and provided further
that the Trustee shall have no obligation whatsoever with respect to any
liability (other than Monthly Advances deemed recoverable and not previously
made) incurred by the predecessor Servicer at or prior to the time of receipt by
such Servicer of the notice of termination pursuant to Section 7.01 or receipt
by the Trustee of the Opinion of Counsel referred to in Section 6.04. As
compensation therefor, the Trustee shall be entitled to the Servicing Fee and
all funds relating to the Mortgage Loans which the Servicer would have been
entitled to charge to the Custodial Account if the Servicer had continued to act
hereunder, except for amounts that the Servicer shall be entitled to receive
pursuant to Section 7.01. If the Trustee has become the successor to the
Servicer in accordance with Section 6.04 or this Section 7.02, then
notwithstanding the above, if the Trustee shall be unwilling to so act, or shall
be unable to so act, the Trustee may appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution ,
which is also a Fannie Mae or Freddie Mac-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder. Pending
appointment of a successor to the Servicer hereunder, the Trustee shall act in
such capacity as herein above provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the Servicer hereunder. Each of the Seller, the Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.
<PAGE>
If the Trustee becomes the successor to the Servicer hereunder, the
Trustee shall be entitled to be reimbursed by the Servicer for all reasonable
costs associated with the transfer of the servicing of the Mortgage Loans (but
in no event more than $200,000 per calendar year) to the Trustee, including any
costs or expenses associated with the complete transfer of all servicing data
and the completion, correction or manipulation of such servicing data as may be
required by the Trustee to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee to service the Mortgage Loans
in accordance with this Agreement. To the extent that any such costs and
expenses of the Trustee resulting from the termination of the Servicer pursuant
to this Section 7.02 are not reimbursed by the terminated Servicer, the Trustee
shall be entitled to reimbursement of such costs and expenses from the Payment
Account.
Any successor, including the Trustee, to the Servicer shall maintain in
force during its term as Servicer hereunder insurance policies and fidelity
bonds as may be required to be maintained by the Servicer pursuant to Section
3.12.
If the Trustee shall succeed to any duties of the Servicer with respect
to the Mortgage Loans as provided herein, it shall do so in a separate capacity
and not in its capacity as Trustee and, accordingly, the provisions of Article
VIII shall be inapplicable to the Trustee in its duties as successor Servicer in
the servicing of the Mortgage Loans (although such provisions shall continue to
apply to the Trustee in its capacity as trustee); the provisions of Article III,
however, shall apply to the Trustee in its capacity as successor Servicer.
(b) .......In connection with the termination or resignation of the Servicer
hereunder, either (i) the successor Servicer, including the Trustee if the
Trustee is acting as successor Servicer, shall represent and warrant that it is
a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to revise its records to reflect the transfer of servicing to the successor
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to execute
and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Servicer. The predecessor Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this subsection (b). The successor Servicer
shall cause such assignment to be delivered to the Trustee or the Custodian
promptly upon receipt of the original with evidence of recording thereon or a
copy certified by the public recording office in which such assignment was
recorded.
<PAGE>
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 12.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE VIII...
CONCERNING THE TRUSTEE
Section 8.01... Duties of Trustee.
(a) .......The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) .......The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Servicer such information as the Servicer may reasonably request
from time to time for the Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of any portion of
<PAGE>
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
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.
<PAGE>
(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, Officers' Certificate, 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 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 Opinion of Counsel;
(iii)The Trustee shall be under no obligation to exercise any of the trusts or
powers vested in it by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of
this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent
investor would exercise or use under the circumstances in the conduct of
such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the
curing or waiver of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Servicer, if an Event of Default shall
have occurred and is continuing, and otherwise by the Certificateholder
requesting the investigation;
<PAGE>
(b) .......The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; and
(c) .......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.
(d) .......Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel,
which shall not be a cost of the Trustee or the Trust Fund, to the effect that
such contribution will not (i) cause any portion of the applicable REMIC to fail
to qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03... Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Servicer
as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan 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.
Section 8.05... Servicer to Pay Trustee's Fees and Expenses; Indemnification.
(a) .......The Servicer shall pay the Trustee's fees hereunder pursuant to a fee
agreement to be entered into between the Servicer and the Trustee.
<PAGE>
(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 shall affect the obligations created by
this Section 8.05(b) of the Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06... Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07... Resignation and Removal of the Trustee.
(a) .......The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
<PAGE>
(b) .......If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Servicer or the Company) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of clause (ii) above) after
the date on which written notice of such failure, requiring that the same be
remedied, shall have been given to the Trustee by the Company, then the Company
may remove the Trustee and appoint a successor trustee by written instrument
delivered as provided in the preceding sentence. In connection with the
appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any Class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) .......The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(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.
<PAGE>
(b) .......No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) .......Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09... Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10... Appointment of Co-Trustee or Separate Trustee.
(a) .......Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
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.
<PAGE>
(c) .......Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) .......Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11... Appointment of Custodians.
The Trustee may, with the consent of the Servicer and the Company,
appoint one or more Custodians who, except for Escrow Bank USA, an industrial
loan corporation organized under the laws of the State of Utah, are not
Affiliates of the Company, the Servicer or the Seller to hold all or a portion
of the Mortgage Files as agent for the Trustee, by entering into a Custodial
Agreement; provided, however, that the Trustee may appoint a Custodian that is
an Affiliate of the Company, the Servicer or the Seller if the Trustee receives
written confirmation from each Rating Agency that such appointment will not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
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 12.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12... Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of Minneapolis
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at Wells Fargo Center,
Sixth and Marquette, Minneapolis, Minnesota 55479-1026 for the purposes of
keeping the Certificate Register. The Trustee will maintain an office at each of
the addresses stated in Section 12.05 hereof where notices and demands to or
upon the Trustee in respect of this Agreement may be served.
<PAGE>
ARTICLE IX.....
TERMINATION
Section 9.01... Termination Upon Purchase by the Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) .......Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Servicer and the Trustee created hereby in
respect of the Certificates (other than the obligation of the Trustee to make
certain payments after the Final Distribution Date to Certificateholders and the
obligation of the Company to send certain notices as hereinafter set forth)
shall terminate upon the last action required to be taken by the Trustee on the
Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund
or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Servicer of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each Mortgage Loan
or, the fair market value of the related underlying property of such
Mortgage Loan with respect to Mortgage Loans as to which title has been
acquired if such fair market value is less than such unpaid principal
balance (net of any unreimbursed Advances attributable to principal) on the
day of repurchase plus accrued interest thereon at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan)
to, but not including, the first day of the month in which such repurchase
price is distributed plus any Interest Carry Forward Amount, 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 Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, 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 the certification required by Section 3.15 and the Trustee and any
Custodian shall, promptly following payment of the purchase price, release to
the Servicer, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.
(b) .......The Servicer shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Servicer anticipates that the final
distribution will be made to Certificateholders (whether as a result of the
exercise by the Servicer of its right to purchase the assets of the Trust Fund
or otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
<PAGE>
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Servicer (if it is
exercising its right to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to the Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the
Certificates is anticipated to be made upon presentation and surrender
of Certificates at the office or agency of the Trustee therein
designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, and in the case of the Senior Certificates and Class M
Certificates, that payment will be made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Servicer is obligated to give notice to Certificateholders as aforesaid,
it shall give such notice to the Certificate Registrar at the time such notice
is given to Certificateholders. In the event such notice is given by the
Servicer, the Servicer shall deposit in the Payment Account before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Fund computed as above provided.
(c) .......In the case of the Senior, Class M or Class SB 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) plus, with respect to the Class A-2 Certificates, any
Interest Carry Forward Amount , 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
<PAGE>
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Servicer all amounts distributable to
the holders thereof and the Servicer shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the Servicer as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.
Section 9.02... Additional Termination Requirements.
(a) .......Each REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Servicer have received an Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of either REMIC to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on
"prohibited transactions," as described in Section 860F of the Code, or (ii)
cause either REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Servicer shall establish a 90-day liquidation period for such REMIC
and specify the first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Servicer also shall satisfy all of the requirements of a
qualified liquidation for a REMIC under Section 860F of the Code and
regulations thereunder;
(ii) The Servicer shall notify the Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of making of the final
payment on the Certificates, the Trustee shall sell or otherwise dispose
of all of the remaining assets of the Trust Fund in accordance with the
terms hereof; and
(iii) If the Servicer is exercising its right to purchase the assets of the
Trust Fund, the Servicer shall, during the 90-day liquidation period and
at or prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(b) .......Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Servicer as its attorney-in-fact to adopt a plan of
complete liquidation for such REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
ARTICLE X......
REMIC PROVISIONS
Section 10.01.. REMIC Administration.
(a) .......The REMIC Administrator shall make an election to treat the Trust
Fund as two REMICs under the Code and, if necessary, under applicable state law.
The assets of each REMIC are set forth in this Agreement. Such election will be
made on Form 1066 or other appropriate federal tax or information return
(including Form 8811) or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued. For the purposes of the REMIC elections in respect of the Trust Fund,
Certificates and interests to be designated as the "regular interests" and the
sole class of "residual interests" in each REMIC will be set forth in Section
10.03. The REMIC Administrator and the Trustee shall not permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in each REMIC
elected in respect of the Trust Fund other than the "regular interests" and
"residual interests" so designated.
<PAGE>
(b) .......The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) .......GMAC Mortgage Corporation shall hold a Class R Certificate
representing a 0.04% 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
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
<PAGE>
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 will consult with the Servicer or the REMIC Administrator, as
applicable, or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to 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 will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of each REMIC created hereunder as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(g) .......In the event that any tax is imposed on "prohibited transactions" of
either REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of either REMIC as defined in Section
860G(c) of the Code, on any contributions to either REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Servicer, if such tax arises out of or results from a
breach by the Servicer of any of its obligations under this Agreement or the
Servicer has in its sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under this Article X, or (iii)
otherwise against amounts on deposit in the Custodial Account as provided by
Section 3.10 and on the Distribution Date(s) following such reimbursement the
aggregate of such taxes shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in the same manner as if
such taxes constituted a Prepayment Interest Shortfall.
<PAGE>
(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" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class IO Certificates) representing a regular interest in the applicable REMIC
and the rights to the Class IO Certificates represented by the Class IO
Certificate would be reduced to zero is the Maturity Date for each such
Certificate and Interest.
(l) .......Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder.
(m) .......Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of either REMIC created hereunder,
(iii) the termination of the applicable REMIC pursuant to Article IX of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of
this Agreement) nor acquire any assets for either REMIC, nor sell or dispose of
any investments in the Custodial Account or the Payment Account for gain nor
accept any contributions to either REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of either REMIC as a REMIC
or (b) unless the Servicer has determined in its sole discretion to indemnify
the Trust Fund against such tax, cause either REMIC to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.
<PAGE>
(n) .......The Trustee will apply for an employer identification number from the
Internal Revenue Service on a Form SS-4 or any other acceptable method for all
tax entities.
Section 10.02.. Servicer, REMIC Administrator and Trustee Indemnification.
(a) .......The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
(b) .......The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Servicer or the Trustee, as a result of a
breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Servicer in which case Section 10.02(c) will apply.
(c) .......The Servicer agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company, the REMIC Administrator or the Trustee, as a result of a
breach of the Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Servicer that contain errors or omissions.
Section 10.03.. Designation of REMIC(s).
The REMIC Administrator will make an election to treat the entire
segregated pool of assets described in the definition of Trust Fund, and subject
to this Agreement (including the Mortgage Loans) as a REMIC ("REMIC I") and will
make and 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 PO, Class IO, Class M-1, Class M-2, and
Class M-3 Certificates and REMIC II Regular Interest SB-PO and REMIC II Regular
Interest SB-IO, will be "regular interests" in REMIC II, and the Class R-II
Certificates will be the sole Class of "residual interests" therein for purposes
of the REMIC Provisions (as defined herein) under federal income tax law.
<PAGE>
Section 10.04.. Distributions on Uncertificated REMIC I Regular Interests and
REMIC II Regular Interests.
On each Distribution Date, the following amounts from the Available
Distribution Amount, in the following order of priority, shall be deemed to have
been distributed by REMIC I to REMIC II on account of the REMIC I Regular
Interests or shall be withdrawn from the Custodial Account and distributed to
the holders of the Class R-I Certificates, as the case may be:
(i) to the Holders of REMIC I Regular Interests I-LT1, I-LT2, I-LT3, I-LT4,
I-LT5, I-LT6, I-LTIO-1 and I-LTIO-2, in an amount equal to (A) the
Uncertificated Interest on such REMIC I Regular Interests for such
Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; and
(ii) on each Distribution Date, to the Holders of REMIC I Regular Interests
I-LT1, I-LT2, I-LT3, I-LT4, I-LT5 and I-LT6, in an amount equal to the
remainder of the Available Distribution Amount for such Distribution
Date after the distributions made pursuant to clause (i) above,
allocated as follows (except as provided below):
(A) first, to the Holders of the REMIC I Regular Interests I-LT2, REMIC I
Regular Interests I-LT3, REMIC I Regular Interests I-LT4, REMIC I Regular
Interests I-LT5 and REMIC I Regular Interests I-LT6, respectively, the
Class I-LT2 Principal Distribution Amount, the Class I-LT3 Principal
Distribution Amount, the Class I-LT4 Principal Distribution Amount, the
Class I-LT5 Principal Distribution Amount and the Class I-LT6 Principal
Distribution Amount from such remainder;
(B) second, to the Holders of the REMIC I Regular Interests I-LT1,
any remaining portion of such remainder, until the Uncertificated
Balance of such REMIC I Regular Interest I-LT-1 shall have been
reduced to zero;
(C) third, any remaining portion of such remainder, pro-rata to the
Holders of the REMIC I Regular Interests I-LT-2, I-LT-3, I-LT-4,
I-LT-5 and I-LT-6, until the Uncertificated Balances of such
REMIC I Regular Interests shall have been reduced to zero; and
(D) fourth, any remaining portion of such remainder, to the Holders
of the Class R-I Certificates.
Section 10.05.. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
<PAGE>
ARTICLE XI.....
MISCELLANEOUS PROVISIONS
Section 11.01.. Amendment.
(a) .......This Agreement or any Custodial Agreement may be amended from time to
time by the Company, the Servicer and the Trustee, without the consent of any of
the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be
inconsistent with any other provisions herein or therein or to correct any
error,
(iii)to modify, eliminate or add to any of its provisions to such extent as
shall be necessary or desirable to maintain the qualification of the Trust
Fund as a REMIC at all times that any Certificate is outstanding or to
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim against the Trust Fund, provided
that the Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of
any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account
or the Payment Account or to change the name in which the Custodial Account
is maintained, provided that (A) the Payment Account Deposit Date shall in
no event be later than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder and (C) such change
shall not result in a reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any
other provision hereof restricting transfer of the Class R Certificates, by
virtue of their being the "residual interests" in a REMIC, provided that
(A) such change shall not result in reduction of the rating assigned to any
such Class of Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect, and (B) such
change shall not (subject to Section 10.01(f)), as evidenced by an Opinion
of Counsel (at the expense of the party seeking so to modify, eliminate or
add such provisions), cause the REMIC created hereunder or any of the
Certificateholders (other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a Permitted Transferee,
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not
be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, or
<PAGE>
(vii)to amend any provision herein or therein that is not material to any of
the Certificateholders.
(b) .......This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Servicer and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which
are required to be distributed on any Certificate without the consent of
the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) .......Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Servicer, the Company or the Trustee in
accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the REMIC to fail to qualify as a REMIC at any
time that any Certificate is outstanding.
(d) .......Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to the Custodian
and each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
Section 11.02.. Recordation of Agreement; Counterparts.
(a) .......To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee (pursuant to the request
of Holders of Certificates entitled to at least 25% of the Voting Rights), but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
(b) .......For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
<PAGE>
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 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04.. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05.. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if sent by facsimile or if personally delivered
at or mailed by registered mail, postage prepaid (except for notices to the
Trustee 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:
<PAGE>
Recipient Address
Company 8400 Normandale Lake Boulevard
Suite 600, Minneapolis, Minnesota 55437,
Attention: President
Servicer 100 Witmer Road
Horsham, Pennsylvania 19044,
Attention: President
Trustee 11000 Broken Land Parkway
Columbia, Maryland 21044
with a copy to:
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Corporate Trust, GMACM Mortgage
Pass-Through Certificates, Series 2000-J5
Moody's 99 Church Street
New York, New York 10007
Standard & Poor's 55 Water Street
New York, New York 10041
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section 11.06.. Required Notices to Rating Agency and Subservicer.
The Company, the Servicer or the Trustee, as applicable, shall notify
each Rating Agency and the Subservicer at such time as it is otherwise required
pursuant to this Agreement to give notice of the occurrence of, any of the
events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) .......a material change or amendment to this Agreement,
(b) .......the occurrence of an Event of Default,
<PAGE>
(c) .......the termination or appointment of a successor Servicer or Trustee or
a change in the majority ownership of the Trustee,
(d) .......the filing of any claim under the Servicer's blanket fidelity bond
and the errors and omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under any such instrument,
(e) .......the statement required to be delivered to the Holders of each Class
of Certificates pursuant to Section 4.03, which statements shall be mailed to
each Rating Agency via first class mail,
(f) .......the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) .......the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Servicer to make an
Advance pursuant to Section 4.04, and
(h) .......the occurrence of the Final Distribution Date,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d) or (g) above, the Servicer shall provide prompt written
notice to each Rating Agency and the Subservicer of any such event known to the
Servicer.
Section 11.07.. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08.. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Servicer and the Trustee; provided, that neither the Servicer
nor the Trustee shall withhold their consent thereto if their respective
interests would not be materially adversely affected thereby. To the extent that
the terms of the Supplemental Article do not in any way affect any provisions of
this Agreement as to any of the Certificates initially issued hereunder, the
adoption of the Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
<PAGE>
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
Section 11.09.. Allocation of Voting Rights.
Ninety-seven percent (97%) of all of the Voting Rights shall be
allocated among Holders of Certificates, other than the Class IO, Class SB and
Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; 1% of all Voting Rights shall be
allocated among the Holders of the Class IO Certificates, in accordance with
their respective Percentage Interests; 1% of all Voting Rights shall be
allocated among the Holders of the Class SB Certificates, in accordance with
their respective Percentage Interests; and 0.5% and 0.5% of all Voting Rights
shall be allocated among the Holders of the Class R-I Certificates and Class
R-II Certificates, respectively, in accordance with their respective Percentage
Interests.
Section 11.10.. Non Petition.
The Company, the Seller, the Servicer and the Trustee, by entering into
this Agreement, and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against the Trust
Fund, or join in any institution against the Trust Fund of, any bankruptcy
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligation with respect to the Certificates or this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
[Seal]
By: /s/ Patricia C. Taylor
------------------------
Name: Patricia C. Taylor
Title: Vice President
Attest: /s/ Laura Reichel
Name: Laura Reichel
Title:.Vice President
GMAC MORTGAGE CORPORATION
[Seal]
By: /s/ Thomas J. O'Hara
Name: Thomas J. O'Hara
Title: Vice President
Attest: /s/ Laura Reichel
Name: Laura Reichel
Title:.Vice President
WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee
[Seal]
By: /s/ Peter A. Gobell
Name: Peter A. Gobell
Title: Assistant Vice President
Attest: /s/ Peter J. Masterman
Name: Peter J. Masterman
Title:.Vice President
<PAGE>
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Class A- Senior Aggregate Initial Certificate Principal
----
Balance of the Class A- Certificates:
----
Date of Pooling and Servicing Initial Certificate Principal Balance of this
Agreement : Certificate: $
October 27, 2000
CUSIP _________-
Cut-off Date:
October 1, 2000
First Distribution Date:
November 27, 2000
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
November 25, 2030
<PAGE>
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-J5
evidencing a percentage interest in the distributions allocable
to the Class A-__ Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class A- , both as specified above)
in certain distributions with respect to the Trust Fund consisting primarily of
an interest in a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Asset Mortgage Products, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Servicer and Wells
Fargo Bank Minnesota, N.A., 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-2
<PAGE>
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 Minneapolis,
Minnesota. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
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
Minneapolis, Minnesota, 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
A-3
<PAGE>
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-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: October 27, 2000 WELLS FARGO BANK MINNESOTA, N.A.,
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.
WELLS FARGO BANK MINNESOTA, N.A.,
Not in its individual capacity but solely as
Certificate Registrar
By:
Authorized Signatory
A-5
<PAGE>
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.
<PAGE>
EXHIBIT A-2
FORM OF CLASS IO CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
Certificate No. 1 Pass-Through Rate: 0.06% on Notional Amount 1
and 0.01% on Notional Amount 2
Class IO Senior
[Percentage Interest: %]
------
Date of Pooling and Servicing
Agreement : CUSIP: 36185N FK 1
October 27, 2000
Cut-off Date:
October 1, 2000
First Distribution Date:
November 27, 2000
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
November 25, 2030
<PAGE>
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-J5
evidencing a percentage interest in the distributions allocable
to the Class IO Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that GMAC MORTGAGE CORPORATION is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of an interest in a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Asset Mortgage Products, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as specified above (the "Agreement") among the Company, the Servicer and Wells
Fargo Bank Minnesota, N.A., 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
A-2
<PAGE>
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Minneapolis,
Minnesota. The Class IO Notional Amount of this Certificate is set forth above.
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
Minneapolis, Minnesota, 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.
A-3
<PAGE>
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-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: October 27, 2000 WELLS FARGO BANK MINNESOTA, N.A.,
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.
WELLS FARGO BANK MINNESOTA, N.A.,
Not in its individual capacity but solely as
Certificate Registrar
By:
Authorized Signatory
A-5
<PAGE>
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
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.
<PAGE>
EXHIBIT A-3
FORM OF CLASS PO CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Class PO Senior Aggregate Initial Certificate Principal
Balance of the Class PO Certificates: $[ ]
Date of Pooling and Servicing
Agreement : Initial Certificate Principal
October 27, 2000 Balance of this Certificate:
$[ ]
Cut-off Date:
October 1, 2000 CUSIP: 36185N FG 0
First Distribution Date:
November 27, 2000
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
November 25, 2030
<PAGE>
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-J5
evidencing a percentage interest in the distributions allocable
to the Class PO Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that 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 PO, both as specified above)
in certain distributions with respect to the Trust Fund consisting primarily of
an interest in a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Asset Mortgage Products, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Servicer and Wells
Fargo Bank Minnesota, N.A., 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 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
A-2
<PAGE>
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 Minneapolis,
Minnesota. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as GMACM Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
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
Minneapolis, Minnesota, 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
A-3
<PAGE>
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-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: October 27, 2000 WELLS FARGO BANK MINNESOTA, N.A.,
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.
WELLS FARGO BANK MINNESOTA, N.A.,
Not in its individual capacity but solely as
Certificate Registrar
By:
Authorized Signatory
A-5
<PAGE>
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.
<PAGE>
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.
No transfer of this Class M Certificate will be made unless the Trustee
has received AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO
LONGER APPLY, OR either (A) 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 Code and
stating, among other things, that the transferee's acquisition of THIS
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (B) a representation
letter, in the form described IN the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan (a "plan investor"), or stating that
(I) the transferee is an insurance company, (II) the source of funds to be used
by it to purchase the Certificate is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and (iii) the CONDITIONS SET FORTH IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE
(B), A "cOMPLYING INSURANCE COMPANY").
<PAGE>
NOTWITHSTANDING THE ABOVE, UNLESS AN OFFICER'S CERTIFICATE TO THE EFFECT
THAT SUCH RESTRICTIONS NO LONGER APPLY HAS BEEN DELIVERED TO THE TRUSTEE IN
ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT, WITH RESPECT TO THE
TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY
INTEREST IN THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A
DEPOSITORY, (I) NEITHER AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS
DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING
CONDITIONS SHALL APPLY:
1. 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 a Plan Investor
or (b) SUCH TRANSFEREE IS a Complying Insurance Company; and
2. If this Certificate (OR ANY INTEREST HEREIN) IS ACQUIRED OR
HELD IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, then the
last preceding Transferee that either (i) is not a Plan Investor or (ii)
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.
B-2
<PAGE>
Certificate No. 1 Variable Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
Date of Pooling and Servicing of the Class M-[ ] Certificates:
Agreement: October 27, 2000 $[ ]
-------------------------------
Cut-off Date: Initial Certificate Principal
October 1, 2000 Balance of this Certificate:
$[ ]
First Distribution Date:
November 27, 2000 CUSIP: ________-
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
November 25, 2030
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-J5
evidencing a percentage interest in any distributions allocable to the
Class M- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class M- Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Asset Mortgage
Products, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Servicer and Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"), a summary of certain of the
B-3
<PAGE>
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class M- Certificates
on such Distribution Date.
Distributions on this Certificate will be made either by the
Trustee or by a Paying Agent appointed by the Trustee in immediately available
funds (by wire transfer or otherwise) for the account of the Person entitled
thereto if such Person shall have so notified the Trustee or such Paying Agent,
or by check mailed to the address of the Person entitled thereto, as such name
and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City of Minneapolis,
Minnesota. The Initial Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof will be reduced to the
extent of the distributions allocable to principal and any Realized Losses
allocable hereto.
As described above, no transfer of this Class M Certificate will
be made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
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
B-4
<PAGE>
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
Minneapolis, Minnesota, 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
B-5
<PAGE>
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.
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: October 27, 2000 WELLS FARGO BANK MINNESOTA, N.A.,
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.
WELLS FARGO BANK MINNESOTA, N.A.,
Not in its individual capacity but solely as
Certificate Registrar
By:
Authorized Signatory
B-7
<PAGE>
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.
<PAGE>
EXHIBIT C
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 AND CLASS
A-2 CERTIFICATES, TO THE EXTENT 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, AS AMENDED (THE "CODE").
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 POOLING AND SERVICING AGREEMENT (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.
<PAGE>
Class SB Subordinate Certificate No. 1
Date of Pooling and Servicing Percentage Interest: [ ]%
Agreement: October 27, 2000
Aggregate Initial Certificate Principal
Cut-off Date: October 1, 2000 Balance
of the Class Certificates: $[__________]
First Distribution Date: Initial Certificate Principal Balance of this
November 27, 2000 Certificate:
$[----------]
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
November 25, 2030
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-J5
evidencing a percentage interest in the distributions allocable
to the Class SB Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed and fixed interest rate, first mortgage loans
formed and sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that Passive Asset Transactions, Inc. is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of an interest in a pool of conventional one- to four-family fixed and
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
C-2
<PAGE>
Agreement dated as specified above (the "Agreement") among the Company, the
Servicer and Wells Fargo Bank Minnesota, N.A., 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 related 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
SB Certificates on such Distribution Date.
Distributions on this Certificate will be made by the Trustee or by a
Paying Agent appointed by the Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person entitled thereto if such
Person shall have so notified the Trustee or such Paying Agent, or by check
mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Notional Amount of this Certificate is set forth above. The Notional Amount
hereof will be reduced to the extent of payments of principal on the Mortgage
Loans and any Realized Losses incurred in respect thereof.
No transfer of this Class SB Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Servicer and the Certificate Registrar acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws.
No transfer of this Class SB Certificate will be made unless the
transferee provides a certification pursuant to Section 5.02(e) of the
Agreement. No transfer of this Certificate or any interest herein shall be made
to any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
C-3
<PAGE>
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Company, the Trustee and the Servicers are provided with an Opinion
of Counsel which establishes to the satisfaction of the Company, the Trustee and
the Servicers that the purchase of this Certificate is permissible under
applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Company, the
Servicers, the Trustee or the Trust Fund to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Company, the Servicers, the Trustee or the Trust Fund.
In lieu of such Opinion of Counsel, a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with Plan Assets of a Plan may provide a certification in the form of Exhibit G
to the Agreement, which the Trustee may rely upon without further inquiry or
investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed 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 Certificate 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 Company and the Servicer of advances made, or certain expenses incurred,
by either of them.
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 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. 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 and State of New York,
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
C-4
<PAGE>
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, 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 or the
Company 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 related Certificates. The Agreement permits, but does not require, the
Servicer or the Company (i) to 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) to purchase in whole, but not in part, all of the
Class A-1 Certificates or Class A-2 Certificates from the Holders thereof;
provided, that any such option may only be exercised if the aggregate Stated
Principal Balance of the Mortgage Loans, as applicable, 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, as
applicable.
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
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee
By:
Authorized Signatory
Dated: October 27, 2000
Certificate of Authentication
This is one of the Class SB Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK MINNESOTA, N.A.,
as Certificate Registrar
By:
Authorized Signatory
C-6
<PAGE>
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.
<PAGE>
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
<PAGE>
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 7.4253% Pass-Through Rate
Class R-__ Senior Aggregate Initial Certificate Principal
Balance of the Class R-__ Certificates:
Date of Pooling and Servicing $75.00
Agreement and Cut-off Date:
October 27, 2000 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $[ ]
-------------------------------
November 27, 2000
Percentage Interest:
Servicer: %
--------------
GMAC Mortgage Corporation
CUSIP
Assumed Final Distribution Date:
November 25, 2030
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-J5
evidencing a percentage interest in any distributions allocable to the
Class R-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
D-2
<PAGE>
This certifies that [ ] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R-__ Certificates, both as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Asset Mortgage Products, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Servicer and Wells
Fargo Bank Minnesota, N.A., as trustee (the "Trustee"), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class R-__
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to
be bound by the restrictions set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
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 Minneapolis,
Minnesota. 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
D-3
<PAGE>
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.
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.
D-4
<PAGE>
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
Minneapolis, Minnesota, 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.
D-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: October 27, 2000 WELLS FARGO BANK MINNESOTA, N.A.,
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.
WELLS FARGO BANK MINNESOTA, N.A.,
Not in its individual capacity but solely as
Certificate Registrar
By:
Authorized Signatory
D-6
<PAGE>
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.
<PAGE>
EXHIBIT E
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
2000-J5
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
<S> <C> <C> <C> <C> <C> <C>
12020970 7.125 $359,900.00 $355,393.79 $355,393.79 08/01/1999
WU, JAMES J 06/25/1999 360 Primary Residence Purchase
365 SOUTH MAIN STREET Standard N 09/01/1900 79.9956
ANDOVER MA 01810-0000 $2,424.72 07/01/2029 OCT2000-00 $4.84
$7.13 $12.13 $2.75 $38,899.00
$1.00 Single Family N
12052090 6.625 $395,000.00 $388,806.47 $388,806.47 06/01/1999
GENSLER, DOUGLAS C 04/30/1999 360 Primary Residence Purchase
50 YALE STREET Standard N 09/01/1900 56.8345
WINCHESTER MA 01890-0000 $2,529.23 05/01/2029 OCT2000-00 ($0.01)
$6.63 $11.63 $2.75 $38,838.00
$1.00 Single Family N
12076240 8.250 $152,350.00 $150,296.32 $150,296.32 07/01/1999
HUSSAN, DAN A 05/28/1999 360 Primary Residence Purchase
4455 WILLOW VIEW COURT Standard N 09/01/1900 94.9813
HOWELL MI 48843-0000 $1,141.40 06/01/2029 OCT2000-00 $466.49
$6.25 $12.25 $2.88 $36,861.00
$1.00 Condominium N
12085160 7.750 $250,850.00 $245,343.77 $245,343.77 09/01/1999
MCGOWAN, GREGORY E 07/09/1999 360 Primary Residence Purchase
18501 ALEXIS CT Standard N 10/01/1900 74.9995
HAZEL CREST IL 60429-0000 $1,797.13 08/01/2029 OCT2000-00 $2,901.89
$7.75 $13.75 $2.75 $37,469.00
$1.00 Single Family N
12109630 7.625 $355,500.00 $349,703.47 $349,703.47 07/01/1999
COOK, RUSTY S 05/06/1999 360 Primary Residence Refinance
830 LOUISIANA AVENUE Standard N 09/01/1900 90
NEW ORLEANS LA 70115-0000 $2,505.63 06/01/2029 OCT2000-00 $1,644.67
$5.63 $11.63 $2.88 $37,043.00
$1.00 Single Family N
12146520 7.250 $350,000.00 $347,194.17 $347,194.17 01/01/2000
MCDEVITT, KEVIN P 11/04/1999 360 Primary Residence Purchase
5 KITTERY LANDING CONDOMINIUM Select N 10/01/1900 79.7267
KITTERY ME 03904-0000 $2,387.62 12/01/2029 OCT2000-00 $0.02
$7.25 $13.25 $2.88 $36,861.00
$1.00 Condominium N
12154190 6.875 $285,600.00 $270,057.50 $270,057.50 07/01/1999
DOLCIMASCOLO, FELICE 05/18/1999 180 Primary Residence Refinance
27 ORCHARD DRIVE Stated Income N 09/01/1900 68.8193
REDDING CT 06896-2911 $2,547.14 06/01/2014 OCT2000-00 $323.11
$6.88 $11.88 $2.75 $38,869.00
$1.00 Single Family N
12165210 8.125 $380,000.00 $376,990.93 $376,990.93 05/01/2000
SCHUMACHER, STEVEN D 03/31/2000 360 Primary Residence Refinance
14803 TWIN PONDS CURVE Standard N 10/01/1900 76
SAVAGE MN 55378-0000 $2,821.49 04/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,443.00
$1.00 Single Family N
12170240 7.625 $521,500.00 $513,586.03 $513,586.03 07/01/1999
HERBERT, JAMES K 05/24/1999 360 Primary Residence Purchase
572 OJAI ST. Standard N 09/01/1900 70
FILLMORE CA 93015-0000 $3,679.84 06/01/2029 OCT2000-00 $1,756.90
$5.63 $11.63 $2.88 $36,861.00
$1.00 Single Family N
12197500 5.625 $445,500.00 $438,625.23 $438,625.23 09/01/1999
DIERKES, WILLIAM G 07/15/1999 360 Primary Residence Purchase
1469 OLYMPIA Relocation N 09/01/1900 90
ROCHESTER HILLS MI 48306-0000 $2,564.55 08/01/2029 OCT2000-00 ($0.01)
$5.63 $10.63 $2.75 $38,200.00
$1.00 Single Family N
12220720 7.750 $179,000.00 $177,922.92 $177,922.92 04/01/2000
BLACK, DOUGLAS R 02/25/2000 360 Primary Residence Purchase
17908 CRESCENT LAKE PLACE Standard N 09/01/1900 75.0949
MACOMB TOWNSHIP MI 48042-0000 $1,281.15 03/01/2030 OCT2000-00 $182.99
$6.75 $12.75 $3.13 $36,951.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
12224600 8.125 $272,000.00 $268,156.38 $268,156.38 08/01/1999
ELIAS, GEORGE 06/17/1999 360 Primary Residence Refinance
28514 SCHROEDER Standard N 09/01/1900 80
FARMINGTON HILLS MI 48331-0000 $2,011.76 07/01/2029 OCT2000-00 $1,159.82
$6.13 $12.13 $2.88 $37,073.00
$1.00 Single Family N
12241460 6.625 $419,600.00 $413,827.07 $413,827.07 08/01/1999
ANDERSSON, HAKAN 06/04/1999 360 Primary Residence Purchase
294 SURREY CROSSING Standard N 09/01/1900 100
RIDGELAND MS 39157-0000 $2,686.75 07/01/2029 OCT2000-00 ($0.02)
$6.63 $11.63 $2.88 $38,169.00
$1.00 Single Family N
12243850 6.500 $312,000.00 $307,603.51 $307,603.51 08/01/1999
THOMPSON, MATT L 06/23/1999 360 Primary Residence Purchase
12523 LONG COVE DRIVE Standard N 09/01/1900 80
CHARLOTTE NC 28277-0000 $1,972.06 07/01/2029 OCT2000-00 $1.33
$6.50 $11.50 $2.75 $38,899.00
$1.00 Single Family N
12246810 6.750 $275,000.00 $271,561.17 $271,561.17 09/01/1999
HARRISON, BRUCE R 07/29/1999 360 Primary Residence Purchase
498 BARRINGTON Standard N 10/01/1900 72.8477
GROSSE POINTE PARK MI 48230-0000 $1,783.65 08/01/2029 OCT2000-00 $0.01
$6.75 $11.75 $2.75 $38,930.00
$1.00 Single Family N
12254680 8.500 $810,000.00 $627,465.77 $627,465.77 09/01/1999
NICOLAI, JOSEPH PASQUALE 07/20/1999 360 Second Home Refinance
1610 MOKULUA DRIVE Select N 09/01/1900 40.4192
KAILUA HI 96734-0000 $5,171.79 08/01/2029 OCT2000-00 $189,487.15
$6.50 $12.50 $2.88 $37,104.00
$1.00 Single Family N
12272100 6.875 $456,900.00 $450,905.45 $450,905.45 08/01/1999
WARD, MICHAEL J 06/23/1999 360 Primary Residence Purchase
2221 FORESTVIEW ROAD Standard N 09/01/1900 100
EVANSTON IL 60201-0000 $3,001.51 07/01/2029 OCT2000-00 ($0.01)
$6.88 $11.88 $2.88 $38,169.00
$1.00 Single Family N
12306900 8.000 $320,000.00 $309,077.83 $309,077.83 08/01/1999
ARANDA, LUISA M 06/30/1999 360 Primary Residence Refinance
4462 BUSH CIRCLE Standard N 09/01/1900 100
FREMONT CA 94538-0000 $2,292.09 07/01/2029 OCT2000-00 $8,370.61
$6.00 $12.00 $2.88 $37,073.00
$1.00 Single Family N
12310180 6.250 $425,000.00 $419,159.21 $419,159.21 09/01/1999
RAGUCCI, SALVATORE J 07/23/1999 360 Primary Residence Purchase
742 BROWN SAGE DRIVE Standard N 09/01/1900 100
GLENDORA CA 91741-0000 $2,616.80 08/01/2029 OCT2000-00 $0.01
$6.25 $12.25 $2.88 $37,469.00
$1.00 Single Family N
12321520 7.000 $370,400.00 $365,984.28 $365,984.28 09/01/1999
WOOD, JANET G 07/16/1999 360 Primary Residence Purchase
10 NEW MEADOWS ROAD Standard N 09/01/1900 80
WINCHESTER MA 01890-0000 $2,464.29 08/01/2029 OCT2000-00 $0.00
$7.00 $12.00 $2.75 $38,930.00
$1.00 Single Family N
12323110 6.375 $300,000.00 $295,972.73 $295,972.73 09/01/1999
PAPPAL, RANDALL L 07/19/1999 360 Primary Residence Purchase
1627 STANLEY Relocation N 10/01/1900 62.6305
BIRMINGHAM MI 48009-0000 $1,871.61 08/01/2029 OCT2000-00 $0.01
$6.38 $11.38 $2.75 $38,930.00
$1.00 Single Family N
12325260 6.375 $371,250.00 $366,266.23 $366,266.23 09/01/1999
CAMERON, KENNETH D 07/21/1999 360 Primary Residence Purchase
23315 MYSTIC FOREST Relocation N 09/01/1900 90
NOVI MI 48375-0000 $2,316.12 08/01/2029 OCT2000-00 $0.00
$6.38 $11.38 $2.75 $38,930.00
$1.00 Single Family N
12329280 6.750 $319,200.00 $315,208.47 $315,208.47 09/01/1999
WIENCKE, BENT 07/07/1999 360 Primary Residence Purchase
3602 AVENITA DEL SOL Relocation N 09/01/1900 80
STUDIO CITY CA 91604-0000 $2,070.33 08/01/2029 OCT2000-00 $0.02
$6.75 $11.75 $2.75 $38,930.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
12340610 7.250 $270,000.00 $266,932.53 $266,932.53 09/01/1999
MILLER, ZACHARY D 07/09/1999 360 Primary Residence Purchase
2034 ALTON ROAD Standard N 10/01/1900 100
MIAMI BEACH FL 33140-0000 $1,841.88 08/01/2029 OCT2000-00 $0.00
$7.25 $12.25 $2.88 $38,200.00
$1.00 Single Family N
12361730 6.625 $346,500.00 $342,063.02 $342,063.02 09/01/1999
BURTON, SPENCER 07/26/1999 360 Primary Residence Purchase
2 E WEDGEWOOD GLEN Relocation N 09/01/1900 90
THE WOODLANDS TX 77738-0000 $2,218.68 08/01/2029 OCT2000-00 ($0.01)
$6.63 $11.63 $2.75 $38,930.00
$1.00 Single Family N
12378250 7.750 $420,000.00 $415,671.05 $415,671.05 09/01/1999
BLATT, JEFFREY 07/23/1999 360 Primary Residence Purchase
2300 ALTON Standard N 10/01/1900 100
MIAMI BEACH FL 33140-0000 $3,008.94 08/01/2029 OCT2000-00 ($0.02)
$7.75 $12.75 $2.88 $38,200.00
$1.00 Single Family N
12383440 6.625 $268,000.00 $255,016.62 $255,016.62 12/01/1999
HYNDMAN, PETER C 10/19/1999 360 Primary Residence Purchase
8015 SHUMAN DR Select N 09/01/1900 72.4324
GOODRICH MI 48438-0000 $1,716.04 11/01/2029 OCT2000-00 $10,252.76
$6.63 $12.63 $2.75 $37,561.00
$1.00 Single Family N
12385640 7.250 $321,500.00 $319,972.27 $319,972.27 05/01/2000
SNIPES, RONALD A 03/20/2000 360 Primary Residence Purchase
1920 CATLIN DR Select N 09/01/1900 69.9922
ROCHESTER MI 48306-0000 $2,193.20 04/01/2030 OCT2000-00 ($0.01)
$7.25 $12.25 $2.75 $38,443.00
$1.00 Single Family N
12390000 7.250 $590,000.00 $583,296.98 $583,296.98 09/01/1999
GUPTA, SHALINI 07/23/1999 360 Primary Residence Purchase
14693 NE 16TH STREET Standard N 09/01/1900 100
BELLEVUE WA 98007-0000 $4,024.85 08/01/2029 OCT2000-00 $0.01
$7.25 $12.25 $2.88 $38,200.00
$1.00 Single Family N
12390220 7.250 $254,000.00 $240,881.15 $240,881.15 09/01/1999
NOEL, RICHARD F 07/21/1999 180 Primary Residence Purchase
42247 METALINE Standard N 10/01/1900 100
CANTON MI 48187-0000 $2,302.43 08/01/2014 OCT2000-00 $1,924.84
$5.25 $11.25 $2.88 $37,104.00
$1.00 Single Family N
12461070 7.875 $490,000.00 $485,357.22 $485,357.22 10/01/1999
MOSTOWFIPOUR, ANOOSHIRAVAN 08/18/1999 360 Primary Residence Purchase
1831 MANZANITA DRIVE Standard N 10/01/1900 98.9899
OAKLAND CA 94611-0000 $3,552.85 09/01/2029 OCT2000-00 $81.48
$7.88 $13.88 $2.75 $37,500.00
$1.00 Single Family N
12470070 7.250 $280,650.00 $279,542.00 $279,542.00 06/01/2000
BARATIAN, MARCUS A 04/06/2000 360 Primary Residence Purchase
216 RUBY LANE Standard N 09/01/1900 94.9875
STREETBORO OH 44241-0000 $1,914.53 05/01/2030 OCT2000-00 $0.01
$7.25 $13.25 $2.88 $37,012.00
$1.00 Single Family N
12480070 6.875 $433,500.00 $431,283.29 $431,283.29 05/01/2000
BRIDGES, MARLYN L 03/15/2000 360 Primary Residence Purchase
2804 YUROK COURT Select N 10/01/1900 79.982
SIMI VALLEY CA 93063-0000 $2,847.79 04/01/2030 OCT2000-00 ($0.01)
$6.88 $11.88 $2.75 $38,443.00
$1.00 Single Family N
12489260 7.750 $380,000.00 $376,654.16 $376,654.16 11/01/1999
BRAUN, GWEN V 09/01/1999 360 Primary Residence Purchase
9 MADERA AVENUE Standard N 10/01/1900 95
SAN ANSELMO CA 94960-0000 $2,722.37 10/01/2029 OCT2000-00 $10.51
$7.75 $13.75 $2.88 $37,530.00
$1.00 Single Family N
12489490 7.875 $564,400.00 $559,566.95 $559,566.95 11/01/1999
PATIL, VIJAY M 09/23/1999 360 Primary Residence Purchase
33 GAITWAY DRIVE Standard N 09/01/1900 99.9933
SKILLMAN NJ 08558-0000 $4,092.30 10/01/2029 OCT2000-00 ($0.02)
$7.88 $12.88 $2.88 $38,261.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
12521890 8.125 $292,000.00 $291,684.63 $291,684.63 11/01/1999
ROSENBERG, ALAN D 09/22/1999 360 Primary Residence Refinance
13072 MAXELLA AVENUE UNIT 2 Standard N 09/01/1900 80
MARINA DEL REY CA 90292-0000 $1,974.95 10/01/2029 OCT2000-00 $339.65
$8.13 $13.13 $2.75 $40,087.00
$1.00 Condominium N
12549110 7.750 $283,500.00 $280,889.67 $280,889.67 11/01/1999
TANG, GEORGE 09/24/1999 360 Primary Residence Purchase
228 BULLOCK DRIVE Standard N 09/01/1900 90
PRINCETON NJ 08540-0000 $2,031.03 10/01/2029 OCT2000-00 $121.28
$7.75 $12.75 $2.88 $38,261.00
$1.00 Single Family N
12579330 7.875 $315,000.00 $312,302.61 $312,302.61 11/01/1999
HINDS, CATHERINE E 09/24/1999 360 Primary Residence Refinance
35 GRANDVIEW AVENUE Standard N 09/01/1900 75
MEDFORD MA 02155-2932 $2,283.97 10/01/2029 OCT2000-00 $0.02
$7.88 $13.88 $2.75 $37,530.00
$2.00 Single Family N
12617390 8.500 $320,000.00 $319,610.90 $319,610.90 09/01/2000
LYNCH, KEVIN C 07/14/2000 360 Primary Residence Purchase
1369 LANDIS DRIVE Standard N 09/01/1900 70.7494
NORTH WALES PA 19454-0000 $2,460.53 08/01/2030 OCT2000-00 $0.00
$8.50 $13.50 $2.75 $38,565.00
$1.00 Single Family N
12642940 7.375 $420,000.00 $398,422.98 $398,422.98 01/01/2000
GEORGE, VARGHESE R 11/16/1999 360 Primary Residence Refinance
12812 CIRCLE DRIVE Standard N 09/01/1900 64.6154
ROCKVILLE MD 20850-3715 $2,900.84 12/01/2029 OCT2000-00 $18,179.54
$7.38 $13.38 $2.88 $36,861.00
$1.00 Single Family Y
12649270 6.750 $476,000.00 $471,362.91 $471,362.91 12/01/1999
NICKERSON, LEWIS CARL 10/27/1999 360 Primary Residence Refinance
19470 S BAKERS FERRY ROAD Select N 09/01/1900 77.3984
OREGON CITY OR 97045-0000 $3,087.33 11/01/2029 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $37,196.00
$1.00 Single Family N
12652700 7.000 $542,000.00 $537,906.97 $537,906.97 02/01/2000
BERENS, HENRY J 12/27/1999 360 Primary Residence Purchase
2894 RANCHO PANCHO Standard N 09/01/1900 99.9961
CARLSBAD CA 92009-0000 $3,605.94 01/01/2030 OCT2000-00 $0.00
$7.00 $12.00 $2.88 $38,353.00
$1.00 Single Family N
12652820 7.750 $282,600.00 $280,546.37 $280,546.37 01/01/2000
NICHOLS, VERLE D 11/17/1999 360 Primary Residence Refinance
7380 VERDE WAY Standard N 10/01/1900 86.422
LAS VEGAS NV 89129-0000 $2,024.59 12/01/2029 OCT2000-00 $0.00
$7.75 $13.75 $2.75 $37,591.00
$1.00 Single Family N
12668220 7.125 $400,000.00 $396,374.97 $396,374.97 12/01/1999
BAKER, BILL R 10/07/1999 360 Primary Residence Purchase
62 MILANO COURT VIP Relocation Y 09/01/1900 75.8294
DANVILLE CA 94526-0000 $2,694.88 11/01/2029 OCT2000-00 $0.00
$7.13 $12.13 $2.75 $38,292.00
$1.00 Single Family N
12681040 7.625 $278,000.00 $276,354.05 $276,354.05 03/01/2000
ROSS, NICHOLAS G 01/14/2000 360 Primary Residence Purchase
19-20 FAIRFIELD STREET UNIT 3 Standard N 10/01/1900 100
CAMBRIDGE MA 02140-0000 $1,967.67 02/01/2030 OCT2000-00 $0.00
$7.63 $12.63 $2.88 $38,384.00
$1.00 Condominium N
12681460 8.125 $336,000.00 $334,658.67 $334,658.67 05/01/2000
SHIKANY, WILLIAM G 03/31/2000 360 Primary Residence Purchase
10596 HICKORY KNOLL CT Select N 10/01/1900 80
BRIGHTON MI 48114-9297 $2,494.80 04/01/2030 OCT2000-00 $0.01
$8.13 $13.13 $2.75 $38,443.00
$1.00 Single Family N
12721510 7.000 $275,000.00 $273,702.99 $273,702.99 02/01/2000
FICK, CHARLES G 12/02/1999 360 Primary Residence Purchase
6849 WOODCREST RIDGE Select N 10/01/1900 74.3243
CLARKSTON MI 48346-0000 $1,597.78 01/01/2030 OCT2000-00 $1,347.99
$7.00 $12.00 $2.75 $40,179.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
12725130 8.125 $378,050.00 $375,763.01 $375,763.01 02/01/2000
GRAZER, JOHN P 12/17/1999 360 Second Home Purchase
80-202 MERION Standard N 09/01/1900 99.987
LA QUINTA CA 92253-0000 $2,807.02 01/01/2030 OCT2000-00 ($0.01)
$8.13 $13.13 $2.88 $38,353.00
$1.00 Condominium N
12727480 6.750 $386,000.00 $382,591.20 $382,591.20 01/01/2000
GATTENIO, KENNETH S. 11/12/1999 360 Primary Residence Refinance
16637 MARTINCOIT ROAD Standard N 09/01/1900 78.7755
POWAY CA 92064-0000 $2,503.59 12/01/2029 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family Y
12732730 8.625 $336,000.00 $335,400.57 $335,400.57 08/01/2000
SOSS, ROBIN R 06/19/2000 360 Primary Residence Purchase
1377 PERRY CIRCLE Standard N 10/01/1900 79.8327
NORTH WALES PA 19454-0000 $2,613.38 07/01/2030 OCT2000-00 $0.00
$8.63 $13.63 $2.75 $38,534.00
$1.00 Single Family N
12737440 7.500 $287,500.00 $245,274.68 $245,274.68 01/01/2000
KELLS, KRISTIN L 11/19/1999 360 Second Home Purchase
1220 CENTRAL AVENUE Standard N 10/01/1900 100
SHIP BOTTOM NJ 08008-0000 $2,010.25 12/01/2029 OCT2000-00 $39,781.91
$7.50 $12.50 $2.88 $38,322.00
$1.00 Single Family N
12740390 7.750 $318,600.00 $316,613.17 $316,613.17 05/01/2000
KORKOWSKI, MICHAEL T 03/23/2000 360 Primary Residence Purchase
464 TOWER HILL AVENUE Standard N 10/01/1900 79.9904
SAN JOSE CA 95136-0000 $2,282.49 04/01/2030 OCT2000-00 $611.72
$7.75 $12.75 $2.75 $38,443.00
$1.00 Condominium N
12764320 7.500 $320,800.00 $319,348.95 $319,348.95 05/01/2000
MALL, NATALIE J 03/24/2000 360 Primary Residence Purchase
12143 SE 15TH STREET Standard N 09/01/1900 80
BELLEVUE WA 98005-0000 $2,243.09 04/01/2030 OCT2000-00 $0.01
$7.50 $12.50 $2.75 $38,443.00
$1.00 Single Family N
12768610 7.375 $324,000.00 $321,984.73 $321,984.73 03/01/2000
GREENBERG, NOAH 01/21/2000 360 Primary Residence Purchase
334 QUINCE STREET Standard N 09/01/1900 80
PHILADELPHIA PA 19147-0000 $2,237.79 02/01/2030 OCT2000-00 $0.00
$7.38 $12.38 $2.75 $39,114.00
$1.00 Single Family N
16674060 6.750 $600,000.00 $589,671.68 $589,671.68 04/01/1999
TAMBOLI, SATISH 03/03/1999 360 Primary Residence Refinance
15 LARKMEADE COURT Standard N 09/01/1900 96
POTOMAC MD 20854-0000 $3,891.59 03/01/2029 OCT2000-00 $0.02
$6.75 $12.75 $2.88 $37,316.00
$1.00 Single Family N
16674590 6.000 $184,000.00 $180,558.80 $180,558.80 05/01/1999
SRUR, JIMMY S 03/01/1999 360 Primary Residence Purchase
1646 PROSPECT STREET Pledge Select N 09/01/1900 100
SARASOTA FL 34236-0000 $1,103.18 04/01/2029 OCT2000-00 $0.02
$6.00 $12.00 $2.88 $37,347.00
$1.00 Single Family N
16705270 6.875 $650,000.00 $643,527.09 $643,527.09 12/01/1999
DREZNER, HAROLD E 03/24/1999 353 Primary Residence Construction-Perm
9521 TOURNAMENT CANYON DRIVE Select N 09/01/1900 72.3026
LAS VEGAS NV 89134-0000 $4,295.74 04/01/2029 OCT2000-00 $0.01
$6.88 $12.88 $2.75 $37,347.00
$1.00 Single Family N
16825610 6.375 $299,950.00 $291,891.88 $291,891.88 06/01/1999
RASSIN, BRIAN M 04/19/1999 360 Primary Residence Purchase
569 BELVEDERE CT Relocation N 09/01/1900 89.9899
CANTON MI 48188-0000 $1,871.30 05/01/2029 OCT2000-00 $3,112.56
$6.38 $11.38 $2.75 $38,838.00
$1.00 Single Family N
16919150 6.125 $155,250.00 $152,903.85 $152,903.85 08/01/1999
MINNIS, TIMOTHY E 06/30/1999 360 Primary Residence Purchase
29623 EAGLE STATION DR Standard N 10/01/1900 89.9724
WESLEY CHAPEL FL 33543-6702 $943.32 07/01/2029 OCT2000-00 ($0.01)
$6.13 $11.13 $2.75 $38,899.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
16946570 6.500 $294,000.00 $289,280.20 $289,280.20 06/01/1999
BAKER, STEVEN D 04/30/1999 360 Primary Residence Purchase
2846 NORTH HALSTED 2N Standard N 09/01/1900 100
CHICAGO IL 60614-0000 $1,858.29 05/01/2029 OCT2000-00 $0.16
$6.50 $11.50 $2.88 $38,108.00
$1.00 Condominium N
41150978 7.625 $355,500.00 $351,745.12 $351,745.12 09/01/1999
KILLINGSWORTH, DAVID A 07/23/1999 360 Primary Residence Refinance
4655 YOUNG DEER DR Standard N 09/01/1900 90
CUMMING GA 30041-0000 $2,516.21 08/01/2029 OCT2000-00 $0.00
$7.63 $13.63 $2.75 $37,469.00
$1.00 Single Family N
41153473 7.750 $312,800.00 $308,562.98 $308,562.98 09/01/1999
RUSSELL, MICHAEL J 07/22/1999 360 Primary Residence Purchase
2302 CLIFF'S EDGE DRIVE Standard N 10/01/1900 80
AUSTIN TX 78733-0000 $1,994.75 08/01/2029 OCT2000-00 $4,278.60
$7.75 $12.75 $2.75 $40,026.00
$1.00 PUD N
41178655 9.000 $411,200.00 $410,600.00 $410,600.00 05/01/2000
FLORENCE, DAVID A 02/23/2000 360 Primary Residence Purchase
29935 TRAIL CREEK DRIVE Standard N 09/01/1900 80
AGOURA HILLS CA 91301-0000 $3,079.50 04/01/2030 OCT2000-00 $622.84
$9.00 $14.00 $2.75 $40,269.00
$1.00 Single Family N
43479160 7.250 $333,300.00 $331,175.40 $331,175.40 03/01/2000
RAYMOND, DAVID W 01/27/2000 360 Primary Residence Purchase
2100 RIDGE DRIVE Select N 10/01/1900 79.9989
PINETOP AZ 85935-0000 $2,273.70 02/01/2030 OCT2000-00 ($0.02)
$7.25 $13.25 $2.75 $37,653.00
$1.00 Single Family N
49541040 5.250 $645,000.00 $627,268.95 $627,268.95 12/01/1998
VENETOS, TINA C 10/07/1998 360 Primary Residence Refinance
1451 N GREEN BAY ROAD Standard N 09/01/1900 75.8824
LAKE FOREST IL 60045-0000 $3,562.46 11/01/2028 OCT2000-00 ($147.15)
$6.13 $12.13 $0.00 $37,196.00
$1.00 Single Family N
49692570 8.000 $597,000.00 $594,556.11 $594,556.11 05/01/2000
FORRESTER, JOSEPH M 03/24/2000 360 Second Home Refinance
125 OPAL ROAD Standard N 09/01/1900 55.5349
SILVERTHORNE CO 80498-0000 $4,380.58 04/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,443.00
$1.00 Single Family N
49901870 7.625 $120,000.00 $118,578.51 $118,578.51 08/01/1999
PETRUNTI, COSMO E 12/09/1998 354 Primary Residence Construction-Perm
3 TREVOR LANE Stated Income N 09/01/1900 62.31
EAST GRANBY CT 06026-0000 $853.12 01/01/2029 OCT2000-00 $0.04
$7.63 $13.63 $2.75 $37,257.00
$1.00 Single Family N
50000280 7.000 $640,000.00 $634,614.04 $634,614.04 01/01/2000
RAMEY, PETER M 11/15/1999 360 Primary Residence Refinance
10 BELLERIVE COUNTRY CLUB GROUNDS Select N 09/01/1900 80
ST LOUIS MO 63141-0000 $4,257.94 12/01/2029 OCT2000-00 $0.02
$7.00 $13.00 $2.88 $36,861.00
$1.00 Single Family N
50001580 7.125 $650,000.00 $538,637.10 $538,637.10 01/01/2000
MCDERMOTT, DAVID 11/22/1999 360 Primary Residence Refinance
357 RIVER ROAD Select N 09/01/1900 34.2105
DEEP RIVER CT 06426-0000 $4,379.18 12/01/2029 OCT2000-00 $105,397.94
$7.13 $13.13 $2.88 $36,861.00
$1.00 Single Family N
50004890 7.750 $315,000.00 $313,180.67 $313,180.67 03/01/2000
WRIGHT, GENE G 01/25/2000 360 Primary Residence Purchase
721 ONTARIO UNIT 202 Standard N 10/01/1900 100
OAK PARK IL 60302-0000 $2,256.70 02/01/2030 OCT2000-00 $0.00
$7.75 $13.75 $2.88 $37,653.00
$1.00 Condominium N
50006270 7.750 $435,815.00 $430,900.42 $430,900.42 05/01/2000
KOLKO, MICHAEL G 03/22/2000 360 Primary Residence Purchase
1279 RIDGEMARK DRIVE Select N 09/01/1900 79.9999
HOLLISTER CA 95023-6275 $3,122.24 04/01/2030 OCT2000-00 $3,019.42
$7.75 $12.75 $2.75 $38,443.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50032360 7.250 $276,900.00 $275,584.05 $275,584.05 05/01/2000
ANNADI, HARI P 03/29/2000 360 Primary Residence Purchase
2794 LONG MEADOW LANE Standard N 09/01/1900 94.9963
ROCHESTER HILLS MI 48307-5929 $1,888.95 04/01/2030 OCT2000-00 $0.14
$7.25 $12.25 $2.75 $38,443.00
$1.00 Single Family N
50039900 6.625 $250,200.00 $248,168.83 $248,168.83 02/01/2000
TREECE, SCOTT A 12/09/1999 360 Primary Residence Purchase
12305 MELCROFT PLACE Relocation N 09/01/1900 90
GLEN ALLEN VA 23059-6983 $1,602.06 01/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,892.00
$1.00 Single Family N
50042610 6.750 $270,300.00 $269,361.19 $269,361.19 07/01/2000
TASKER, DONALD R 05/03/2000 360 Primary Residence Purchase
3982 RED ROOT RD Select N 09/01/1900 79.9964
LAKE ORION MI 48360-2625 $1,753.17 06/01/2030 OCT2000-00 $0.00
$6.75 $11.75 $2.75 $38,504.00
$1.00 Single Family N
50055850 7.375 $368,000.00 $365,416.95 $365,416.95 02/01/2000
KIRKLAND, JOHN D 12/06/1999 360 Primary Residence Purchase
4922 POST OAK TIMBER Standard N 10/01/1900 80
HOUSTON TX 77056-0000 $2,541.69 01/01/2030 OCT2000-00 ($0.01)
$7.38 $13.38 $2.88 $36,892.00
$1.00 Single Family N
50062120 7.750 $348,000.00 $345,731.45 $345,731.45 02/01/2000
PATTERSON, MARK A 12/29/1999 360 Primary Residence Purchase
14 RIDGECREEK STREET Standard N 09/01/1900 80
SAINT LOUIS MO 63141-8042 $2,493.12 01/01/2030 OCT2000-00 $0.00
$7.75 $13.75 $2.88 $36,892.00
$1.00 Single Family N
50074410 7.625 $650,000.00 $646,151.62 $646,151.62 03/01/2000
MISCOVICH, SCOTT J 01/07/2000 360 Primary Residence Purchase
150 KAILUANA PLACE Standard N 09/01/1900 90.9091
KAILUA HI 96734-0000 $4,600.66 02/01/2030 OCT2000-00 ($0.01)
$7.63 $12.63 $2.88 $38,384.00
$1.00 Single Family N
50085580 7.375 $375,000.00 $372,367.77 $372,367.77 02/01/2000
MUNGUIA, JUAN A 12/17/1999 360 Primary Residence Purchase
153 GRAYLYN DRIVE Standard N 10/01/1900 98.2074
CHAPEL HILL NC 27516-0000 $2,590.04 01/01/2030 OCT2000-00 $0.01
$7.38 $12.38 $2.88 $38,353.00
$1.00 Single Family N
50089420 8.000 $300,400.00 $300,400.00 $300,400.00 05/01/2000
SANTA MARIA, PHILLIP L 03/30/2000 360 Primary Residence Purchase
6424 E VIA CORRAL Standard N 10/01/1900 80
ANAHEIM CA 92807-0000 $2,002.67 04/01/2030 OCT2000-00 ($0.02)
$8.00 $13.00 $2.75 $40,269.00
$1.00 Single Family N
50105680 7.625 $432,000.00 $430,093.86 $430,093.86 05/01/2000
SLAWEK, STEPHEN A 03/09/2000 360 Primary Residence Purchase
2024 HARTS LANE Standard N 09/01/1900 80
CONSHOHOKEN PA 19428-0000 $3,057.67 04/01/2030 OCT2000-00 $0.07
$7.63 $12.63 $2.75 $38,443.00
$1.00 Single Family N
50109200 7.625 $370,000.00 $367,809.35 $367,809.35 03/01/2000
KLINE, WILLIAM F 01/21/2000 360 Primary Residence Purchase
300 CORTE GABRIEL Standard N 10/01/1900 100
MORAGA CA 94556-0000 $2,618.84 02/01/2030 OCT2000-00 $0.01
$7.63 $12.63 $2.88 $38,384.00
$1.00 Condominium N
50116090 8.625 $319,400.00 $317,470.66 $317,470.66 03/01/2000
BOWNES, FABIEN 01/14/2000 360 Primary Residence Purchase
18451 CARRINGTON COURT Standard N 09/01/1900 89.9972
HAZEL CREST IL 60429-0000 $2,484.27 02/01/2030 OCT2000-00 $379.45
$8.63 $14.63 $2.75 $37,653.00
$1.00 Single Family N
50116130 7.250 $280,800.00 $279,691.40 $279,691.40 06/01/2000
JACKSON, MICHAEL D 04/11/2000 360 Primary Residence Purchase
8211 GOLDEN OAK CIRCLE Standard N 09/01/1900 79.9915
CLARENCE NY 14221-8505 $1,915.56 05/01/2030 OCT2000-00 ($0.01)
$7.25 $12.25 $2.75 $38,473.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50120260 7.750 $416,500.00 $414,401.96 $414,401.96 04/01/2000
MCGONIGLE, MICHAEL P 02/08/2000 360 Primary Residence Purchase
65 EAST INDIA ROW UNIT 14G Standard N 10/01/1900 100
BOSTON MA 02110-0000 $2,983.86 03/01/2030 OCT2000-00 ($0.01)
$7.75 $12.75 $2.88 $38,412.00
$1.00 Condominium N
50121690 7.750 $390,490.00 $388,967.96 $388,967.96 07/01/2000
CHEW, ALVIN B 05/24/2000 360 Primary Residence Purchase
973 MORO COURT Select N 09/01/1900 79.6109
GILROY CA 95020-0000 $2,797.52 06/01/2030 OCT2000-00 $406.27
$7.75 $12.75 $2.75 $38,504.00
$1.00 Single Family N
50128130 8.500 $140,000.00 $140,000.00 $140,000.00 05/01/2000
MCKEE, DAVID 03/16/2000 360 Second Home Purchase
8 COOLIDGE AVENUE Standard N 10/01/1900 70
DOVER TOWNSHIP NJ 08753-0000 $991.67 04/01/2030 OCT2000-00 ($0.02)
$8.50 $13.50 $2.75 $40,269.00
$1.00 Single Family N
50128530 8.125 $320,700.00 $319,419.82 $319,419.82 05/01/2000
ROULS, DAVID M 03/30/2000 360 Primary Residence Purchase
1376 TULBERRY COURT Standard N 10/01/1900 79.9859
ROCHESTER MI 48306-0000 $2,381.19 04/01/2030 OCT2000-00 ($0.02)
$8.13 $13.13 $2.75 $38,443.00
$1.00 Single Family N
50128950 8.000 $290,000.00 $289,412.34 $289,412.34 08/01/2000
MCMANUS, GREGORY J 06/15/2000 360 Primary Residence Purchase
5462 WINDTREE DRIVE Select N 10/01/1900 77.7163
DOYLESTOWN PA 18901-0000 $2,127.92 07/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,534.00
$1.00 Single Family N
50130370 7.750 $480,000.00 $477,582.09 $477,582.09 04/01/2000
JENSEN, BLAKE C 02/15/2000 360 Primary Residence Purchase
25 SOUTH STREET Standard N 09/01/1900 98.9691
BURLINGTON VT 05401-0000 $3,438.78 03/01/2030 OCT2000-00 $0.01
$7.75 $12.75 $2.88 $38,412.00
$1.00 Single Family N
50131880 7.875 $350,000.00 $349,516.67 $349,516.67 09/01/2000
STECEWICZ, SUSAN T 07/11/2000 360 Primary Residence Purchase
75 COVENTRY WAY Standard N 09/01/1900 70.8502
RINGWOOD NJ 07456-0000 $2,537.75 08/01/2030 OCT2000-00 ($0.01)
$7.88 $12.88 $2.75 $38,565.00
$1.00 Single Family N
50132250 6.875 $559,000.00 $556,141.52 $556,141.52 05/01/2000
SKIDMORE, JONATHAN C 03/25/2000 360 Primary Residence Purchase
3301 NE 39TH STREET Select N 09/01/1900 79.9714
FORT LAUDERDALE FL 33308-0000 $3,672.24 04/01/2030 OCT2000-00 $0.00
$6.88 $11.88 $2.75 $38,443.00
$1.00 Single Family N
50134140 7.500 $425,000.00 $423,077.66 $423,077.66 05/01/2000
STOKEL, BARBARA J 03/09/2000 360 Primary Residence Purchase
365 GLENWOOD ROAD Super Select N 09/01/1900 68.109
RIDGEWOOD NJ 07450-0000 $2,971.67 04/01/2030 OCT2000-00 $0.00
$7.50 $12.50 $2.75 $38,443.00
$1.00 Single Family N
50139860 8.000 $271,200.00 $269,676.08 $269,676.08 05/01/2000
DORIA, THOMAS E 03/15/2000 360 Primary Residence Purchase
3507 WOODRIDGE PARKWAY Standard N 09/01/1900 80
PALM HARBOR FL 34684-1777 $1,989.97 04/01/2030 OCT2000-00 $411.00
$8.00 $13.00 $2.75 $38,443.00
$1.00 Single Family N
50140490 7.500 $295,700.00 $294,813.91 $294,813.91 07/01/2000
HOAG, DARRICK G 05/24/2000 360 Primary Residence Purchase
1529 OWLS RETREAT DRIVE Relocation N 10/01/1900 79.9872
TARPON SPRINGS FL 34689-0000 $2,067.58 06/01/2030 OCT2000-00 $0.01
$7.50 $12.50 $2.75 $38,504.00
$1.00 Single Family N
50147270 8.000 $273,900.00 $272,778.55 $272,778.55 05/01/2000
REIMER, CURTIS A 03/23/2000 360 Primary Residence Purchase
5374 GATESWORTH LANE Relocation N 09/01/1900 79.986
DALLAS TX 75287-0000 $2,009.79 04/01/2030 OCT2000-00 $0.17
$8.00 $13.00 $2.75 $38,443.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50147320 8.000 $400,000.00 $397,802.09 $397,802.09 03/01/2000
MARSHALL, JAMES F 01/28/2000 360 Primary Residence Purchase
1107 NEPTUNE PLACE Standard N 09/01/1900 96.3855
ANNAPOLIS MD 21401-0000 $2,935.06 02/01/2030 OCT2000-00 ($0.01)
$8.00 $13.00 $2.88 $38,384.00
$1.00 Single Family N
50148800 8.500 $277,500.00 $276,473.27 $276,473.27 05/01/2000
WEISBESKI, JAMES F 03/22/2000 360 Primary Residence Refinance
5253 FAIRMONT HILL CT. Select N 10/01/1900 75
BLOOMFIELD MI 48302-2619 $2,133.74 04/01/2030 OCT2000-00 $0.01
$8.50 $13.50 $2.75 $38,443.00
$1.00 Single Family N
50150330 7.875 $278,500.00 $277,131.65 $277,131.65 04/01/2000
KELLY, STEPHEN D 02/15/2000 360 Primary Residence Purchase
40 COLLEGE STREET #705 Standard N 09/01/1900 100
BURLINGTON VT 05401-0000 $2,019.32 03/01/2030 OCT2000-00 ($0.01)
$7.88 $12.88 $2.88 $38,412.00
$1.00 Condominium N
50151050 8.250 $335,000.00 $333,917.10 $333,917.10 06/01/2000
COLAMEO, THOMAS I 04/20/2000 360 Primary Residence Purchase
7 WOODOAK PLACE Standard N 09/01/1900 74.4444
GARDEN CITY NY 11530-0000 $2,516.75 05/01/2030 OCT2000-00 ($0.01)
$8.25 $13.25 $2.75 $38,473.00
$1.00 Single Family N
50152360 7.750 $336,050.00 $334,357.17 $334,357.17 04/01/2000
CHARETTE, DAVID W 03/01/2000 360 Primary Residence Refinance
25032 MESA ESTATES ROAD Standard N 09/01/1900 79.0706
RAMONA CA 92065-0000 $2,407.51 03/01/2030 OCT2000-00 $0.00
$7.75 $12.75 $2.75 $38,412.00
$1.00 Single Family N
50153470 7.750 $306,800.00 $302,939.43 $302,939.43 04/01/2000
MORGAN, LILLIE GUINELL 02/23/2000 360 Primary Residence Refinance
1257 PEBBLE POINTE DRIVE Select N 09/01/1900 60.7525
ROCHESTER MI 48307-1768 $2,188.58 03/01/2030 OCT2000-00 $2,366.74
$6.75 $12.75 $2.88 $36,951.00
$1.00 Single Family N
50168060 7.625 $312,400.00 $310,786.75 $310,786.75 04/01/2000
HEINRICY, JOHN W 02/14/2000 360 Primary Residence Refinance
8850 TIPSICO LAKE ROAD Select N 09/01/1900 51.2131
HOLLY MI 48442-8946 $2,211.15 03/01/2030 OCT2000-00 $0.00
$7.63 $12.63 $2.75 $38,412.00
$1.00 Single Family N
50168230 8.000 $292,000.00 $290,339.03 $290,339.03 04/01/2000
ULLE, WILLIAM F 02/29/2000 360 Primary Residence Purchase
45555 ADDINGTON Standard N 09/01/1900 80
NOVI MI 48375-0000 $2,140.67 03/01/2030 OCT2000-00 $273.66
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
50169010 5.875 $389,000.00 $386,100.85 $386,100.85 05/01/2000
CONSTANTINE, KEITH E 03/31/2000 360 Primary Residence Purchase
1680 CROSSBOW CT Select N 10/01/1900 59.9384
ROCHESTER HILLS MI 48306-0000 $2,298.17 04/01/2030 OCT2000-00 $0.00
$4.88 $10.88 $2.88 $36,982.00
$1.00 Single Family N
50172160 8.125 $267,550.00 $266,299.67 $266,299.67 04/01/2000
FAYS, MICHAEL P 02/25/2000 360 Primary Residence Purchase
48 PIEDMONT AVENUE Standard N 09/01/1900 100
WALTHAM MA 02453-0000 $1,986.56 03/01/2030 OCT2000-00 ($0.01)
$8.13 $13.13 $2.88 $38,412.00
$1.00 Single Family N
50173180 8.250 $319,675.00 $319,052.59 $319,052.59 08/01/2000
SCHOLZ, PATRICK M 06/15/2000 360 Primary Residence Purchase
330 E SHERIDAN PLACE Standard N 10/01/1900 95
LAKE BLUFF IL 60044-0000 $2,401.62 07/01/2030 OCT2000-00 $6.59
$8.25 $13.25 $2.75 $38,534.00
$1.00 Single Family N
50175020 7.375 $308,200.00 $306,527.75 $306,527.75 04/01/2000
SHETH, JAY S 02/10/2000 360 Primary Residence Refinance
605 DALMORE DRIVE Select N 09/01/1900 52.2373
DULUTH GA 30097-0000 $2,128.67 03/01/2030 OCT2000-00 $0.00
$7.38 $13.38 $2.75 $37,681.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50177640 8.250 $372,000.00 $371,603.69 $371,603.69 05/01/2000
MINIGIELLO, JOHN A 03/17/2000 360 Primary Residence Purchase
8 ABBOT COURT Standard N 09/01/1900 80
MARBLEHEAD MA 01945-0000 $2,554.78 04/01/2030 OCT2000-00 $410.10
$8.25 $13.25 $2.75 $40,269.00
$1.00 Single Family N
50178450 8.250 $260,800.00 $260,800.00 $260,800.00 05/01/2000
KILLORIN, JOHN D 04/06/2000 360 Primary Residence Purchase
7519 135TH AVENUE SE Standard N 09/01/1900 80
NEWCASTLE WA 98059-0000 $1,793.00 04/01/2030 OCT2000-00 $0.00
$8.25 $13.25 $2.75 $40,269.00
$1.00 Single Family N
50181190 7.875 $336,000.00 $334,763.93 $334,763.93 06/01/2000
KIL, DAVID H 04/03/2000 360 Primary Residence Purchase
621 EDEN STREET Standard N 09/01/1900 100
GILROY CA 95020-0000 $2,436.24 05/01/2030 OCT2000-00 $64.18
$7.88 $12.88 $2.88 $38,473.00
$1.00 Single Family N
50181270 7.250 $400,800.00 $398,895.42 $398,895.42 05/01/2000
JARVIS, DAVID E 03/10/2000 360 Primary Residence Purchase
50226 NORTH RIDGE DRIVE Select N 09/01/1900 79.7977
PLYMOUTH MI 48170-0000 $2,734.17 04/01/2030 OCT2000-00 $0.00
$7.25 $12.25 $2.75 $38,443.00
$1.00 Single Family N
50181450 7.625 $393,900.00 $393,900.00 $393,900.00 06/01/2000
STEWART, PAUL C 04/11/2000 360 Primary Residence Purchase
8085 E VILLA CASSANDRA DRIVE Select N 09/01/1900 79.9929
SCOTTSDALE AZ 85262-0000 $2,502.91 05/01/2030 OCT2000-00 ($0.02)
$7.63 $12.63 $2.75 $40,299.00
$1.00 Single Family N
50181510 7.875 $398,400.00 $397,010.99 $397,010.99 06/01/2000
SCEARCE, MICHAEL A 04/20/2000 360 Primary Residence Purchase
9042 SUMMER ESTATES DRIVE Standard N 09/01/1900 80
INDIANAPOLIS IN 46256-0000 $2,888.68 05/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,473.00
$1.00 Single Family N
50181630 8.375 $252,700.00 $252,298.59 $252,298.59 05/01/2000
FASSA, STEVEN A 03/16/2000 360 Primary Residence Refinance
29395 CASTLE RD Standard N 09/01/1900 72.2
LAGUNA NIGUEL CA 92677-7806 $1,760.83 04/01/2030 OCT2000-00 $415.63
$8.38 $13.38 $2.75 $40,269.00
$1.00 Single Family N
50184100 7.875 $361,000.00 $359,484.64 $359,484.64 05/01/2000
MELCHER, WALTER H 03/31/2000 360 Primary Residence Purchase
641 W WILLOW #129 Standard N 10/01/1900 95
CHICAGO IL 60614-5171 $2,617.51 04/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.88 $38,443.00
$1.00 Condominium N
50184530 6.750 $187,850.00 $186,865.80 $186,865.80 05/01/2000
BAIRD, SCOTT PARKS 03/01/2000 360 Primary Residence Purchase
11043 S CONESTOGA DRIVE COVERED Stated Income N 09/01/1900 66.4956
SPANISH FORK UT 84660-0000 $1,218.40 04/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,982.00
$1.00 Single Family N
50187500 6.625 $240,000.00 $238,711.83 $238,711.83 05/01/2000
BORRA, GOVARDHAN R 03/20/2000 360 Primary Residence Purchase
46525 CROSSWICK DR Standard N 09/01/1900 79.9867
CANTON MI 48187-4671 $1,536.75 04/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,982.00
$1.00 Single Family N
50187790 7.250 $308,000.00 $305,974.69 $305,974.69 04/01/2000
VENEZIA, KARIN 02/18/2000 360 Primary Residence Refinance
6 ORCHARD DRIVE Standard N 10/01/1900 79.3814
CHESTERFIELD NJ 08505-0000 $2,098.96 03/01/2030 OCT2000-00 $325.94
$6.25 $12.25 $3.13 $36,951.00
$1.00 Single Family N
50190760 6.125 $400,000.00 $397,637.33 $397,637.33 05/01/2000
BRANCA, DESIREE 03/31/2000 360 Primary Residence Purchase
41 ASPEN WAY Standard N 09/01/1900 64
UPPER SADDLE RIVER NJ 07458-0000 $2,430.45 04/01/2030 OCT2000-00 $0.00
$6.13 $12.13 $3.13 $36,982.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50192640 7.875 $456,000.00 $401,197.70 $401,197.70 05/01/2000
FEGYVERESI, THOMAS B 03/27/2000 360 Primary Residence Purchase
19850 BEACH ROAD #8-D Standard N 09/01/1900 60
TEQUESTA FL 33469-0000 $3,306.32 04/01/2030 OCT2000-00 $52,543.40
$7.88 $13.88 $2.75 $37,712.00
$1.00 Condominium N
50193140 7.750 $257,100.00 $255,564.57 $255,564.57 04/01/2000
INAMURA, KUNIO 02/28/2000 360 Primary Residence Purchase
407 VINWOOD LANE Standard N 09/01/1900 78.9862
POWELL OH 43065-0000 $1,840.17 03/01/2030 OCT2000-00 $251.04
$6.75 $12.75 $2.88 $36,951.00
$1.00 Single Family N
50194350 8.250 $340,000.00 $338,676.58 $338,676.58 05/01/2000
BARCROFT, RONALD J 03/21/2000 360 Second Home Purchase
201 ZEPHYR WAY #R302 Standard N 09/01/1900 77.2903
WINTER PARK CO 80482-0000 $2,554.31 04/01/2030 OCT2000-00 ($0.01)
$8.25 $13.25 $2.75 $38,443.00
$1.00 Condominium N
50194790 7.250 $325,500.00 $323,359.62 $323,359.62 04/01/2000
MEISNER, ROBERT M 02/22/2000 360 Primary Residence Refinance
4823 CLIFFSIDE DRIVE Standard N 09/01/1900 65.1
WEST BLOOMFIELD MI 48322-0000 $2,218.22 03/01/2030 OCT2000-00 $344.44
$6.25 $12.25 $3.13 $36,951.00
$1.00 Condominium Y
50196410 8.375 $333,933.00 $332,665.68 $332,665.68 05/01/2000
TUTTLE, CHARLES W 03/27/2000 360 Primary Residence Purchase
1006 ALMADEN COURT Standard N 10/01/1900 79.9999
FAIRFIELD CA 94585-0000 $2,538.14 04/01/2030 OCT2000-00 ($0.01)
$8.38 $13.38 $2.75 $38,443.00
$1.00 Single Family N
50196910 7.875 $486,000.00 $484,305.59 $484,305.59 06/01/2000
LEDDY, PETER M 04/03/2000 360 Primary Residence Purchase
8831 CHALK KNOLL Relocation N 09/01/1900 66.0326
AUSTIN TX 78735-0000 $3,523.84 05/01/2030 OCT2000-00 ($0.01)
$7.88 $12.88 $2.75 $38,473.00
$1.00 Single Family N
50202790 6.625 $60,000.00 $56,547.52 $56,547.52 05/01/2000
PEDERSEN, KNUD G 03/02/2000 360 Primary Residence Refinance
48169 WADEBRIDGE Select N 09/01/1900 16.6667
CANTON MI 48187-0000 $384.19 04/01/2030 OCT2000-00 $3,113.23
$6.63 $12.63 $2.88 $36,982.00
$1.00 Single Family N
50203290 6.750 $252,700.00 $252,043.60 $252,043.60 08/01/2000
FRIEBORN, DENNIS M 06/13/2000 360 Second Home Purchase
11790 E BIG COTTONWOOD CANYON ROAD Standard N 10/01/1900 74.1273
SALT LAKE CITY UT 84121-0000 $1,639.01 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Condominium N
50203450 6.750 $248,700.00 $247,836.21 $247,836.21 07/01/2000
MCPARTLIN, JENNIFER M 06/01/2000 360 Primary Residence Refinance
25755 YORK ROAD Standard N 10/01/1900 75.3636
ROYAL OAK MI 48067-0000 $1,613.07 06/01/2030 OCT2000-00 $0.01
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50204000 8.500 $442,500.00 $288,999.98 $288,999.98 06/01/2000
SAX, DANIEL 04/20/2000 360 Primary Residence Purchase
51-53 BEACONSFIELD ROAD Standard N 09/01/1900 75
BROOKLINE MA 02146-0000 $2,047.08 05/01/2030 OCT2000-00 $157,895.63
$8.50 $13.50 $2.75 $40,299.00
$2.00 2-4 Family N
50204080 7.750 $147,200.00 $146,549.24 $146,549.24 05/01/2000
BUONANNI, HENRY E 03/24/2000 360 Primary Residence Purchase
1500 ASHLEY ROAD Standard N 09/01/1900 80
HOFFMAN ESTATES IL 60195-3420 $1,054.56 04/01/2030 OCT2000-00 $17.14
$7.75 $12.75 $3.13 $38,443.00
$1.00 Single Family N
50204090 8.625 $236,000.00 $236,000.00 $236,000.00 06/01/2000
ADAMS, ROGER W 04/06/2000 360 Primary Residence Purchase
333 HUBBARD W 3N Select N 09/01/1900 80
CHICAGO IL 60610-0000 $1,696.25 05/01/2030 OCT2000-00 $0.00
$8.63 $13.63 $2.75 $40,299.00
$1.00 Condominium N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50207640 7.875 $420,000.00 $419,420.00 $419,420.00 09/01/2000
BLAIR, KELLY B 07/12/2000 360 Primary Residence Purchase
909 CLOVER LANE Select N 10/01/1900 71.711
LEBANON OH 45036-0000 $3,045.30 08/01/2030 OCT2000-00 $0.00
$7.88 $13.88 $2.75 $37,834.00
$1.00 Single Family N
50209720 8.125 $460,000.00 $458,392.55 $458,392.55 06/01/2000
NEVILLE, KEVIN P 04/28/2000 360 Primary Residence Purchase
57 VALLEY VIEW TERR Standard N 10/01/1900 80
MONTVALE NJ 07675-0000 $3,415.49 05/01/2030 OCT2000-00 $65.70
$8.13 $13.13 $2.75 $38,473.00
$1.00 Single Family N
50209810 7.750 $207,300.00 $206,061.97 $206,061.97 04/01/2000
CHOUINARD, BRIAN R 03/02/2000 360 Primary Residence Refinance
2375 CLOVERLAWN Standard N 09/01/1900 72.7368
BLOOMFIELD TWP MI 48302-0000 $1,483.73 03/01/2030 OCT2000-00 $202.43
$6.75 $12.75 $2.88 $36,951.00
$1.00 Single Family N
50209980 7.250 $269,600.00 $267,499.93 $267,499.93 05/01/2000
SCHAEPER, JEFFREY A 03/08/2000 360 Primary Residence Purchase
2897 SANTIA DRIVE Select N 09/01/1900 80
TROY MI 48098-0000 $1,839.15 04/01/2030 OCT2000-00 $814.03
$7.25 $12.25 $2.75 $38,443.00
$1.00 Single Family N
50210660 8.250 $407,600.00 $406,013.42 $406,013.42 05/01/2000
GORDON, DEBRA 03/08/2000 360 Primary Residence Purchase
718 36TH AVENUE Standard N 10/01/1900 53.6669
SEATTLE WA 98122-0000 $3,062.17 04/01/2030 OCT2000-00 $0.01
$8.25 $13.25 $2.75 $38,443.00
$1.00 Single Family N
50210760 8.250 $271,950.00 $270,431.76 $270,431.76 05/01/2000
CARTWRIGHT, MICHAEL A 03/13/2000 360 Primary Residence Purchase
17509 NE 4TH PLACE Standard N 09/01/1900 79.9971
BELLEVUE WA 98008-0000 $2,043.07 04/01/2030 OCT2000-00 $456.57
$8.25 $13.25 $2.75 $38,443.00
$1.00 Single Family N
50212470 7.875 $443,000.00 $441,140.50 $441,140.50 05/01/2000
FERRERO, MAURO 03/20/2000 360 Primary Residence Purchase
7831 E STEWART AVE Standard N 09/01/1900 100
LOS ANGELES CA 90045-0000 $3,212.06 04/01/2030 OCT2000-00 ($0.01)
$7.88 $12.88 $2.88 $38,443.00
$1.00 Single Family N
50212610 7.750 $262,000.00 $261,063.35 $261,063.35 06/01/2000
MAZZARA, CRAIG A 03/29/2000 360 Primary Residence Purchase
3021 EAST CHAPEL HILL Standard N 09/01/1900 80
ORANGE CA 92689-0000 $1,877.01 05/01/2030 OCT2000-00 $0.00
$7.75 $12.75 $2.75 $38,473.00
$1.00 Single Family N
50212630 8.125 $400,360.00 $398,761.76 $398,761.76 05/01/2000
ZAHN, GEORGE A 03/13/2000 360 Second Home Purchase
201 ZEPHYR WAY #2515 Standard N 09/01/1900 72.2802
WINTER PARK CO 80482-0000 $2,972.67 04/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,443.00
$1.00 Condominium N
50212880 7.500 $334,400.00 $332,887.47 $332,887.47 05/01/2000
KETTERER, CHRISTOPHER B 03/16/2000 360 Primary Residence Purchase
9507 PINE STREET Standard N 09/01/1900 95
LENEXA KS 66220-0000 $2,338.18 04/01/2030 OCT2000-00 ($0.01)
$7.50 $12.50 $2.75 $38,443.00
$1.00 Single Family N
50214130 6.750 $180,000.00 $179,216.33 $179,216.33 06/01/2000
BALDINI, DAVID J 04/28/2000 360 Primary Residence Purchase
42868 CLAY CT Standard N 09/01/1900 56.25
NOVI MI 48377-0000 $1,167.48 05/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $37,012.00
$1.00 Condominium N
50214590 7.500 $336,700.00 $335,177.07 $335,177.07 05/01/2000
PAPKE, PAUL A 03/20/2000 360 Primary Residence Purchase
4128 OAK TREE CIRCLE Standard N 09/01/1900 79.9952
ROCHESTER MI 48306-4661 $2,354.26 04/01/2030 OCT2000-00 $0.00
$7.50 $12.50 $2.75 $38,443.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50215060 7.125 $375,200.00 $373,372.77 $373,372.77 05/01/2000
TOMSA, DARYL J 03/17/2000 360 Primary Residence Purchase
47159 SUNNYBROOK LANE Select N 10/01/1900 80
NOVI MI 48374-0000 $2,527.80 04/01/2030 OCT2000-00 ($0.01)
$7.13 $12.13 $2.75 $38,443.00
$1.00 Single Family N
50215760 8.000 $351,650.00 $350,210.45 $350,210.45 05/01/2000
BARROCAS, DENNIS 03/23/2000 360 Primary Residence Purchase
841 OAKGLADE DRIVE Standard N 09/01/1900 63.9945
MONROVIA CA 91016-0000 $2,580.29 04/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,443.00
$1.00 Single Family N
50215970 7.375 $260,000.00 $258,794.56 $258,794.56 05/01/2000
TORMAN, WILLIAM E 03/03/2000 360 Primary Residence Purchase
1206 CLAY AVENUE Select N 09/01/1900 80
VENTURA CA 93003-0000 $1,795.76 04/01/2030 OCT2000-00 ($0.01)
$7.38 $12.38 $2.75 $38,443.00
$1.00 Single Family N
50216230 8.000 $275,500.00 $274,372.16 $274,372.16 05/01/2000
MENDEZ-MULET, LUIS 03/31/2000 360 Primary Residence Purchase
12920 SW 82ND PLACE Standard N 10/01/1900 95
PINECREST FL 33156-0000 $2,021.53 04/01/2030 OCT2000-00 $0.01
$8.00 $13.00 $2.75 $39,173.00
$1.00 Single Family N
50216670 8.000 $640,000.00 $637,824.01 $637,824.01 06/01/2000
PRATER, DARRYL M 04/19/2000 360 Primary Residence Purchase
2410 BENNETT Standard N 09/01/1900 80
TUSTIN CA 92782-0000 $4,696.10 05/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.50 $38,473.00
$1.00 Single Family N
50218030 7.250 $460,000.00 $457,623.62 $457,623.62 05/01/2000
KILLION, JOHN D 03/31/2000 360 Primary Residence Purchase
3374 RED FOX COURT Relocation N 09/01/1900 80
WEST BLOOMFIELD MI 48234-0000 $3,138.02 04/01/2030 OCT2000-00 $189.33
$7.25 $12.25 $2.75 $38,443.00
$1.00 Single Family N
50218280 8.375 $650,000.00 $647,533.24 $647,533.24 05/01/2000
GREEN, BILL F 03/15/2000 360 Second Home Purchase
101 RED CEDAR DRIVE #20 Standard N 09/01/1900 90.9091
INCLINE VILLAGE NV 89450-0000 $4,940.47 04/01/2030 OCT2000-00 $0.00
$8.38 $13.38 $2.88 $38,443.00
$1.00 Condominium N
50218590 8.625 $265,600.00 $265,600.00 $265,600.00 06/01/2000
PISECCO, PAUL O 04/14/2000 360 Primary Residence Purchase
18-304 MOUNTAIN LAURELS ROAD #232 Standard N 10/01/1900 80
NASHUA NH 03062-0000 $1,909.00 05/01/2030 OCT2000-00 $0.00
$8.63 $13.63 $2.75 $40,299.00
$1.00 Condominium N
50220970 8.125 $329,450.00 $328,134.85 $328,134.85 05/01/2000
MOTZ, JAMES 03/07/2000 360 Second Home Purchase
201 ZEPHYR WAY #R405 Standard N 10/01/1900 77.1907
WINTER PARK CO 80482-0000 $2,446.16 04/01/2030 OCT2000-00 $0.01
$8.13 $13.13 $2.75 $38,443.00
$1.00 Condominium N
50223240 7.250 $277,000.00 $275,906.42 $275,906.42 06/01/2000
RINDERER, DAVE C 04/06/2000 360 Primary Residence Purchase
1344 WELLAND DRIVE Select N 09/01/1900 79.7857
ROCHESTER MI 48306-0000 $1,889.63 05/01/2030 OCT2000-00 $0.00
$7.25 $12.25 $2.75 $38,473.00
$1.00 Single Family N
50223510 8.375 $330,000.00 $329,999.99 $329,999.99 07/01/2000
GOLIK, MARK A 05/05/2000 360 Primary Residence Purchase
6458 TIMBER SPRINGS DRIVE Standard N 09/01/1900 54.155
SANTA ROSA CA 95409-0000 $2,303.13 06/01/2030 OCT2000-00 ($0.02)
$8.38 $13.38 $2.75 $40,330.00
$1.00 Single Family N
50224700 8.500 $120,000.00 $120,000.00 $120,000.00 05/01/2000
RICHHART, DAVID 03/10/2000 360 Second Home Purchase
2745 LITTLE COYOTE ROAD Standard N 10/01/1900 47.5248
BIG SKY MT 59716-0000 $850.00 04/01/2030 OCT2000-00 $0.00
$8.50 $13.50 $2.75 $40,269.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50226540 7.000 $327,350.00 $325,207.54 $325,207.54 05/01/2000
DOSS, GERRICK D 03/31/2000 360 Primary Residence Purchase
3795 HEBDEN BRIDGE LN Select N 09/01/1900 76.6
ALPHARETTA GA 30022-0000 $2,177.87 04/01/2030 OCT2000-00 $505.87
$7.00 $12.00 $2.75 $38,443.00
$1.00 Single Family N
50227460 7.875 $892,500.00 $888,753.69 $888,753.69 05/01/2000
SULLIVAN, JOHN L 03/08/2000 360 Second Home Purchase
SE CORNER OCEAN AV & SAN ANTONIO Super Select N 10/01/1900 50
CARMEL CA 93921-0000 $6,471.25 04/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,443.00
$1.00 Single Family N
50228330 7.875 $397,000.00 $395,615.86 $395,615.86 06/01/2000
WHITLOCK, CALVIN 05/05/2000 360 Primary Residence Refinance
8019 ELMWOOD DRIVE Standard N 10/01/1900 86.3043
OLIVE BRANCH MS 38654-0000 $2,878.53 05/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,473.00
$1.00 Single Family N
50229050 7.875 $344,000.00 $342,800.66 $342,800.66 06/01/2000
ROGALSKI, MICHAEL B 04/24/2000 360 Primary Residence Purchase
20355 HERBSHEY CIRCLE VIP Relocation Y 09/01/1900 80
YORBA LINDA CA 92887-3245 $2,494.24 05/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,473.00
$1.00 Single Family N
50230500 7.875 $1,000,000.00 $996,513.54 $996,513.54 06/01/2000
CASTILLEJOS-RIOS, DAVID 04/04/2000 360 Primary Residence Purchase
13777 OLD EL CAMINO REAL Standard N 09/01/1900 55.5556
SAN DIEGO CA 92130-0000 $7,250.70 05/01/2030 OCT2000-00 $0.00
$7.88 $13.88 $2.88 $37,012.00
$1.00 Single Family N
50230510 8.000 $272,000.00 $270,886.55 $270,886.55 05/01/2000
CRYSLER, JOHN G 03/13/2000 360 Second Home Purchase
10753 WATERFORD PLACE Select N 10/01/1900 80
WEST PALM BEACH FL 33412-0000 $1,995.84 04/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,443.00
$1.00 Single Family N
50232590 6.750 $309,950.00 $308,326.15 $308,326.15 05/01/2000
EJUPS, GUNAR 03/20/2000 360 Primary Residence Refinance
8250 LOST PINES DRIVE Select N 10/01/1900 71.0894
DAVISBURG MI 48350-2039 $2,010.33 04/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,982.00
$1.00 Single Family N
50232840 8.625 $319,150.00 $318,194.21 $318,194.21 06/01/2000
DVORSKY, GARRET B 04/24/2000 360 Primary Residence Purchase
1056 MINERS RUN Select N 09/01/1900 74.9988
ROCHESTER MI 48306-0000 $2,482.32 05/01/2030 OCT2000-00 $0.00
$8.63 $13.63 $2.75 $39,203.00
$1.00 Single Family N
50233030 7.500 $438,400.00 $436,417.08 $436,417.08 05/01/2000
COX, DAVID L 03/27/2000 360 Second Home Purchase
6000 ROYAL MARCO WAY 347 Select N 09/01/1900 80
MARCO ISLAND FL 34145-0000 $3,065.36 04/01/2030 OCT2000-00 $0.00
$7.50 $12.50 $2.75 $38,443.00
$1.00 Condominium N
50233210 8.625 $358,100.00 $358,099.94 $358,099.94 05/01/2000
BALFANZ, SCOTT J 03/13/2000 360 Second Home Purchase
201 ZEPHYR WAY #2605 Standard N 09/01/1900 77.4103
WINTER PARK CO 80482-0000 $2,573.85 04/01/2030 OCT2000-00 $0.02
$8.63 $13.63 $2.75 $40,269.00
$1.00 Condominium N
50234030 8.000 $440,000.00 $438,504.00 $438,504.00 06/01/2000
BUENZLI, MARK T 04/03/2000 360 Primary Residence Purchase
7021 BEECHFIELD DRIVE Standard N 09/01/1900 80
RANCHO PALOS VERDES CA 90275-0000 $3,228.57 05/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,473.00
$1.00 Single Family N
50234680 8.125 $450,000.00 $448,810.53 $448,810.53 07/01/2000
PHALEN, PAUL T 04/28/2000 360 Primary Residence Refinance
547 SHREWSBURY DRIVE Select N 09/01/1900 68.1818
CLARKSTON MI 48348-0000 $3,341.24 06/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,504.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50235620 7.750 $804,800.00 $803,084.91 $803,084.91 08/01/2000
BROWN, GERARD W 06/05/2000 360 Primary Residence Purchase
3135 CYPRESS POND PASS Select N 09/01/1900 80
DULUTH GA 30097-0000 $5,765.69 07/01/2030 OCT2000-00 ($0.01)
$7.75 $12.75 $2.75 $38,534.00
$1.00 Single Family N
50236910 8.000 $299,380.00 $298,154.44 $298,154.44 05/01/2000
WEDGWOOD, KURT E 03/07/2000 360 Primary Residence Purchase
201 ZEPHYR WAY #2411 Standard N 09/01/1900 76.9219
WINTER PARK CO 80482-0000 $2,196.75 04/01/2030 OCT2000-00 ($0.01)
$8.00 $13.00 $2.75 $38,443.00
$1.00 Condominium N
50238600 7.500 $375,000.00 $373,303.83 $373,303.83 05/01/2000
BENEN, SANDRA E 03/22/2000 360 Primary Residence Purchase
175 E DELAWARE #5721 Standard N 09/01/1900 100
CHICAGO IL 60611-0000 $2,622.06 04/01/2030 OCT2000-00 $0.00
$7.50 $12.50 $2.88 $38,443.00
$1.00 Condominium N
50239190 8.125 $400,000.00 $399,209.70 $399,209.70 08/01/2000
AU, ADRIAN 06/12/2000 360 Primary Residence Purchase
236 EAST 47TH STREET #29F Stated Income N 10/01/1900 64
NEW YORK NY 10017-0000 $2,969.99 07/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,534.00
$1.00 Condominium N
50239220 6.750 $300,000.00 $298,428.25 $298,428.25 05/01/2000
THAKORE, CHANDRESH D 03/30/2000 360 Primary Residence Purchase
17739 CRANBROOK Standard N 09/01/1900 30.7692
NORTHVILLE MI 48167-0000 $1,945.80 04/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,982.00
$1.00 Single Family N
50240060 8.000 $347,800.00 $345,688.94 $345,688.94 04/01/2000
MARTIN, DANIEL R 03/14/2000 360 Primary Residence Refinance
6608 RODGERS DRIVE Standard N 09/01/1900 89.1795
WILLOWBROOK IL 60521-0000 $2,552.04 03/01/2030 OCT2000-00 $441.46
$8.00 $13.00 $2.75 $38,412.00
$1.00 Single Family N
50241770 7.625 $312,100.00 $310,956.09 $310,956.09 06/01/2000
FLEMING, ARTHUR L 04/21/2000 360 Primary Residence Purchase
1277 APPALACHIAN ROAD Select N 09/01/1900 79.9826
AMBLER PA 19002-0000 $2,209.03 05/01/2030 OCT2000-00 ($0.01)
$7.63 $12.63 $2.75 $38,473.00
$1.00 Single Family N
50242760 7.500 $301,200.00 $299,837.63 $299,837.63 05/01/2000
O'HARA, JOHN A 03/24/2000 360 Primary Residence Purchase
17125 MAPLE HILL DRIVE Select N 10/01/1900 80
NORTHVILLE MI 48167-0000 $2,106.04 04/01/2030 OCT2000-00 $0.00
$7.50 $12.50 $2.75 $39,173.00
$1.00 Single Family N
50243670 8.875 $482,570.00 $480,916.43 $480,916.43 05/01/2000
MAREZ, TOBY J 03/13/2000 360 Second Home Purchase
201 ZEPHYR WAY #2703 Standard N 09/01/1900 73.2943
WINTER PARK CO 80482-0000 $3,839.55 04/01/2030 OCT2000-00 $0.00
$8.88 $13.88 $2.75 $38,443.00
$1.00 Condominium N
50243860 7.875 $320,000.00 $318,656.75 $318,656.75 05/01/2000
WOODRUFF, JOHN E 03/31/2000 360 Primary Residence Purchase
3444 WEST YORK COURT Standard N 10/01/1900 80.0002
OAKLAND TWP MI 48306-0000 $2,320.23 04/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,443.00
$1.00 Single Family N
50246020 8.625 $479,200.00 $478,570.25 $478,570.25 06/01/2000
DOYLE, RICHARD J 04/10/2000 360 Primary Residence Purchase
8755 LEARNARD WAY Standard N 10/01/1900 80
GILROY CA 95020-0000 $3,440.87 05/01/2030 OCT2000-00 $484.29
$8.63 $13.63 $2.75 $40,299.00
$1.00 Single Family N
50246520 7.375 $204,250.00 $203,463.27 $203,463.27 06/01/2000
REBEK, THOMAS E 04/24/2000 360 Primary Residence Refinance
13157 SE 136TH DRIVE Standard N 09/01/1900 89.978
CLACKAMAS OR 97015-0000 $1,410.71 05/01/2030 OCT2000-00 $0.00
$7.38 $13.38 $2.88 $37,012.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50246840 8.250 $552,000.00 $550,215.63 $550,215.63 06/01/2000
SHARMA, VINAY 04/07/2000 360 Primary Residence Purchase
2481 POINCIANA COURT Standard N 10/01/1900 80
WESTON FL 33327-0000 $4,147.00 05/01/2030 OCT2000-00 $0.00
$8.25 $13.25 $2.75 $38,473.00
$1.00 Single Family N
50247260 8.000 $339,944.00 $338,552.40 $338,552.40 05/01/2000
GOLDBERG, THOMAS R 03/23/2000 360 Second Home Purchase
201 ZEPHYR WAY #R506 Standard N 09/01/1900 77.2776
WINTER PARK CO 80482-0000 $2,494.39 04/01/2030 OCT2000-00 $0.01
$8.00 $13.00 $2.75 $38,443.00
$1.00 Condominium N
50248880 7.250 $1,000,000.00 $995,064.44 $995,064.44 05/01/2000
YOUNG, PAUL F 03/17/2000 360 Primary Residence Purchase
245 S NEW BALLAS Standard N 10/01/1900 68.9655
CREVE COEUR MO 63141-0000 $6,821.77 04/01/2030 OCT2000-00 $182.57
$7.25 $13.25 $2.88 $36,982.00
$1.00 Single Family N
50249030 8.000 $378,000.00 $372,047.38 $372,047.38 07/01/2000
YOUNG, BRIAN W 05/31/2000 360 Primary Residence Purchase
4512 BISCAYNE DRIVE Standard N 10/01/1900 91.0795
FLOWER MOUND TX 75028-0000 $2,773.64 06/01/2030 OCT2000-00 $2,683.62
$8.00 $13.00 $2.88 $38,504.00
$1.00 Single Family N
50249200 8.000 $378,000.00 $376,452.57 $376,452.57 05/01/2000
PETERSON, JOHN D 03/31/2000 360 Primary Residence Purchase
886 S GILPIN STREET Standard N 10/01/1900 90
DENVER CO 80209-0000 $2,773.64 04/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,443.00
$1.00 Single Family N
50252860 8.250 $480,000.00 $478,131.67 $478,131.67 05/01/2000
SWANSON, DUANE M 03/20/2000 360 Primary Residence Purchase
1215 WESTVIEW Standard N 09/01/1900 80
BLOOMFIELD HILLS MI 48304-2073 $3,606.08 04/01/2030 OCT2000-00 ($0.01)
$8.25 $13.25 $2.75 $38,443.00
$1.00 Single Family N
50253490 8.500 $514,250.00 $512,347.36 $512,347.36 05/01/2000
POHNDORFF, JOHN E 03/21/2000 360 Primary Residence Purchase
6506 S HIGHLAND PARK DRIVE Stated Income N 09/01/1900 69.9987
SPOKANE WA 99223-0000 $3,954.14 04/01/2030 OCT2000-00 $0.01
$8.50 $13.50 $2.75 $38,443.00
$1.00 Single Family N
50253970 7.250 $554,700.00 $552,064.10 $552,064.10 05/01/2000
HERZOG, DAVID LAWRENCE 03/22/2000 360 Primary Residence Purchase
46 N ROYAL FERN DRIVE Relocation N 09/01/1900 79.9971
THE WOODLANDS TX 77381-0000 $3,784.04 04/01/2030 OCT2000-00 $0.00
$7.25 $12.25 $2.75 $38,443.00
$1.00 Single Family N
50256750 7.750 $604,800.00 $602,197.08 $602,197.08 05/01/2000
SOLLEY, MICHAEL W 03/17/2000 360 Primary Residence Purchase
4602 SOUTHWINDS DRIVE Standard N 09/01/1900 80
DESTIN FL 32541-0000 $4,332.87 04/01/2030 OCT2000-00 ($0.01)
$7.75 $12.75 $2.75 $38,443.00
$1.00 Condominium N
50257810 6.750 $307,500.00 $306,432.02 $306,432.02 07/01/2000
QUIRK, KEVIN J 05/22/2000 360 Primary Residence Refinance
3360 S HADLEY Standard N 09/01/1900 75
BRANDON TOWNSHIP MI 48462-0000 $1,994.44 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50260610 7.875 $550,000.00 $548,470.97 $548,470.97 07/01/2000
KRUSE, ROBERT A 05/05/2000 360 Second Home Purchase
263 BAREFOOT BEACH BLVD #605 Select N 09/01/1900 70.5128
BONITA SPRINGS FL 34134-0000 $3,987.89 06/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,504.00
$1.00 Condominium N
50262560 7.625 $367,500.00 $365,527.51 $365,527.51 05/01/2000
BUELOW, JAMES G 03/27/2000 360 Primary Residence Refinance
2803 ROYAL VIEW DRIVE Standard N 10/01/1900 63.3621
OAKLAND MI 48363-0000 $2,598.65 04/01/2030 OCT2000-00 $363.89
$6.63 $12.63 $2.88 $36,982.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50264070 7.125 $423,050.00 $421,230.70 $421,230.70 07/01/2000
MUDRY, THOMAS A 05/15/2000 360 Primary Residence Purchase
7338 WHITTINGHAM WAY Select N 10/01/1900 79.8275
WEST BLOOMFIELD MI 48322-0000 $2,850.17 06/01/2030 OCT2000-00 $302.33
$7.13 $12.13 $2.75 $38,504.00
$1.00 Single Family N
50264350 8.000 $101,200.00 $100,785.73 $100,785.73 05/01/2000
KERN, KEVIN 03/17/2000 360 Second Home Purchase
23110 US HIGHWAY 6 #263 Standard N 09/01/1900 80
KEYSTONE CO 80435-0000 $742.57 04/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,443.00
$1.00 Condominium N
50265540 7.000 $311,200.00 $309,646.93 $309,646.93 05/01/2000
SOSENKO, MOTRIA 03/31/2000 360 Second Home Purchase
150 DERCUM SQUARE #8539 Standard N 09/01/1900 80
KEYSTONE CO 80435-0000 $2,070.43 04/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,982.00
$1.00 Condominium N
50265670 7.875 $332,600.00 $331,440.37 $331,440.37 06/01/2000
LENA, PETER D 04/14/2000 360 Primary Residence Purchase
14 BRIAR ROAD VIP Relocation N 09/01/1900 76.884
BETHANY CT 06524-0000 $2,411.59 05/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,473.00
$1.00 Single Family N
50265960 7.500 $105,150.00 $104,674.38 $104,674.38 05/01/2000
LEVANS, MICHAEL D 03/15/2000 360 Primary Residence Purchase
5111 NORTH 145TH STREET Standard N 09/01/1900 94.9864
OMAHA NE 68116-0000 $735.23 04/01/2030 OCT2000-00 ($0.01)
$7.50 $12.50 $2.75 $38,443.00
$1.00 Single Family N
50266130 8.125 $472,000.00 $470,115.82 $470,115.82 05/01/2000
ELK, SCOTT A 03/31/2000 360 Primary Residence Purchase
806 NE 33RD STREET #A Standard N 09/01/1900 80
BOCA RATON FL 33431-0000 $3,504.59 04/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,443.00
$1.00 Single Family N
50266350 6.750 $420,000.00 $417,799.53 $417,799.53 05/01/2000
HORNFISHER, RUSSELL J 03/24/2000 360 Primary Residence Purchase
11645 LEHIGH COURT Standard N 09/01/1900 80
PLYMOUTH MI 48170-0000 $2,724.12 04/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,982.00
$1.00 Single Family N
50266810 7.875 $376,300.00 $374,988.04 $374,988.04 06/01/2000
PHAN, MINH N 05/02/2000 360 Primary Residence Refinance
1772 ROLLING WOODS Select N 09/01/1900 67.6799
TROY MI 48098-0000 $2,728.44 05/01/2030 OCT2000-00 ($0.01)
$7.88 $12.88 $2.75 $38,473.00
$1.00 Single Family N
50267900 6.750 $140,500.00 $139,867.59 $139,867.59 06/01/2000
KOPACK, ALAN J 04/19/2000 360 Primary Residence Refinance
9905 AUBURNDALE Standard N 09/01/1900 64.5977
LIVONIA MI 48150-0000 $911.29 05/01/2030 OCT2000-00 $20.56
$6.75 $12.75 $2.88 $37,012.00
$1.00 Single Family N
50268830 8.000 $340,000.00 $338,608.16 $338,608.16 05/01/2000
MARTIN, JOSEPH L 03/22/2000 360 Primary Residence Purchase
7277E ELI LILLY RD Select N 10/01/1900 80
SYRACUSE IN 46567-0000 $2,494.80 04/01/2030 OCT2000-00 $0.02
$8.00 $13.00 $2.75 $38,443.00
$1.00 Single Family N
50269280 7.125 $292,000.00 $290,577.47 $290,577.47 05/01/2000
DONOVAN, TIMOTHY M 03/29/2000 360 Primary Residence Purchase
5 GREENWICH PARK Relocation N 09/01/1900 80
BOSTON MA 02116-0000 $1,967.26 04/01/2030 OCT2000-00 $0.50
$7.13 $12.13 $2.75 $38,443.00
$1.00 Condominium N
50270650 8.500 $543,750.00 $543,749.96 $543,749.96 07/01/2000
STAMPS, TERRY L 05/12/2000 360 Second Home Purchase
26 BEAR HILL ROAD Standard N 09/01/1900 75
HENNIKER NH 03242-0000 $3,851.57 06/01/2030 OCT2000-00 $0.01
$8.50 $13.50 $3.13 $40,330.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50271180 7.250 $310,250.00 $309,273.05 $309,273.05 07/01/2000
SHAPIRO, MICHAEL R 05/19/2000 360 Primary Residence Purchase
34 OLD ORCHARD DRIVE Relocation N 09/01/1900 85
HAWTHORNE NJ 07506-0000 $2,116.46 06/01/2030 OCT2000-00 $0.01
$7.25 $12.25 $2.75 $38,504.00
$1.00 Single Family N
50273290 6.750 $407,000.00 $405,586.43 $405,586.43 07/01/2000
ZAILO, RAIMONDO 05/08/2000 360 Primary Residence Refinance
6280 DAKOTA CIRCLE Standard N 09/01/1900 64.7059
BLOOMFIELD HILLS MI 48301-0000 $2,639.80 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50274110 8.125 $457,000.00 $455,484.88 $455,484.88 06/01/2000
EWING, SANFORD F 04/20/2000 360 Primary Residence Purchase
540 WEST OAKDALE Standard N 09/01/1900 100
CHICAGO IL 60614-0000 $3,393.22 05/01/2030 OCT2000-00 ($0.01)
$8.13 $13.13 $2.88 $38,473.00
$1.00 Condominium N
50275270 7.875 $468,000.00 $466,035.54 $466,035.54 05/01/2000
LAVIGNA, RONALD M 03/29/2000 360 Second Home Purchase
6018 N HIGHWAY 1 Standard N 09/01/1900 80
LITTLE RIVER CA 95456-0000 $3,393.33 04/01/2030 OCT2000-00 ($0.01)
$7.88 $12.88 $2.75 $38,443.00
$1.00 Single Family N
50275910 6.750 $270,000.00 $269,062.24 $269,062.24 07/01/2000
CATTON, CHERYL L 05/15/2000 360 Second Home Purchase
2498 GLORY ROAD Select N 09/01/1900 64.2857
FRANKFORT MI 49635-0000 $1,751.22 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50276690 7.000 $650,000.00 $646,756.20 $646,756.20 05/01/2000
TAYLOR, FRANK M 03/27/2000 360 Primary Residence Refinance
1293 SOUTHFIELD ROAD Standard N 09/01/1900 48.1481
BIRMINGHAM MI 48009-0000 $4,324.47 04/01/2030 OCT2000-00 ($0.01)
$7.00 $13.00 $2.88 $36,982.00
$1.00 Single Family N
50278490 7.500 $418,000.00 $416,726.85 $416,726.85 07/01/2000
GROMMERSCH, THOMAS R 05/09/2000 360 Primary Residence Purchase
4039 MOURNING DOVE DRIVE Standard N 09/01/1900 79.1667
WEDDINGTON NC 28104-0000 $2,922.72 06/01/2030 OCT2000-00 $20.46
$7.50 $12.50 $2.75 $38,504.00
$1.00 Single Family N
50278570 8.500 $388,000.00 $386,463.01 $386,463.01 05/01/2000
SULLIVAN, TODD E 03/24/2000 360 Primary Residence Purchase
50185 OAKVIEW CT Select N 10/01/1900 80
PLYMOUTH MI 48170-0000 $2,983.39 04/01/2030 OCT2000-00 $100.72
$8.50 $14.50 $2.88 $36,982.00
$1.00 Single Family N
50278840 7.500 $287,000.00 $285,701.86 $285,701.86 05/01/2000
REECE, REYBERT A 03/24/2000 360 Primary Residence Refinance
8191 SW KINGFISHER WAY Standard N 09/01/1900 57.4
PORTLAND OR 97224-0000 $2,006.75 04/01/2030 OCT2000-00 $0.00
$7.50 $12.50 $2.75 $38,443.00
$1.00 Single Family N
50280200 6.750 $260,000.00 $259,324.63 $259,324.63 08/01/2000
GRESS, DOUGLAS M 06/09/2000 360 Primary Residence Purchase
47550 ABERDEEN DRIVE Standard N 09/01/1900 44.9039
NOVI MI 48374-0000 $1,686.36 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50282890 7.125 $650,000.00 $646,204.57 $646,204.57 06/01/2000
SHEIPE, ROBERT J 04/21/2000 360 Primary Residence Purchase
12267 HEATHERSTONE PL Select N 10/01/1900 76.4706
CARMEL IN 46033-0000 $4,379.18 05/01/2030 OCT2000-00 $1,158.48
$7.13 $12.13 $2.75 $38,473.00
$1.00 Single Family N
50283660 7.250 $106,900.00 $106,189.00 $106,189.00 06/01/2000
FORTINBERRY, RICHARD KEITH 04/28/2000 360 Primary Residence Purchase
108 ASHBY CROSS CT Select N 11/01/1900 79.9856
GREER SC 29651-0000 $729.25 05/01/2030 OCT2000-00 $287.22
$7.25 $12.25 $2.75 $38,473.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50284060 8.625 $350,000.00 $346,985.57 $346,985.57 07/01/2000
ROTH, TIMOTHY G 05/11/2000 360 Primary Residence Purchase
100 S UNIVERSITY BLVD #2 Select N 10/01/1900 41.225
DENVER CO 80209-0000 $2,493.96 06/01/2030 OCT2000-00 $3,079.89
$8.63 $13.63 $2.75 $40,330.00
$1.00 Single Family N
50285680 6.500 $833,000.00 $829,193.74 $829,193.74 06/01/2000
FELDMAN, JAY S 04/27/2000 360 Primary Residence Refinance
3675 LAKEFRONT Select N 09/01/1900 69.4167
WATERFORD MI 48328-0000 $5,265.13 05/01/2030 OCT2000-00 $0.01
$6.50 $12.50 $2.88 $37,012.00
$1.00 Single Family N
50286130 7.250 $400,000.00 $398,740.47 $398,740.47 07/01/2000
WEAVER, THERESA J 05/17/2000 360 Primary Residence Purchase
18 STONE CREEK DRIVE Select N 09/01/1900 65.5738
HAWTHORN WOODS IL 60047-0000 $2,728.71 06/01/2030 OCT2000-00 $0.00
$7.25 $12.25 $2.75 $38,504.00
$1.00 Single Family N
50286750 8.000 $256,000.00 $255,306.01 $255,306.01 07/01/2000
WALTERS, JOHN R 05/23/2000 360 Primary Residence Purchase
7338 DEERHILL DR Standard N 10/01/1900 80
CLARKSTON MI 48346-0000 $1,878.44 06/01/2030 OCT2000-00 $0.00
$8.00 $13.00 $2.75 $38,504.00
$1.00 Single Family N
50287040 7.875 $280,000.00 $280,000.00 $280,000.00 07/01/2000
MESNIK, KENNETH J 05/01/2000 360 Primary Residence Purchase
14 CHERRY HOLLOW #45 Standard N 09/01/1900 80
NASHUA NH 03060-0000 $1,837.50 06/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $40,330.00
$1.00 Condominium N
50287310 6.750 $240,000.00 $239,065.60 $239,065.60 07/01/2000
BEAN, CARY R 05/26/2000 360 Primary Residence Purchase
34660 BRITTANY Standard N 09/01/1900 80
FARMINGTON HILLS MI 48335-0000 $1,556.64 06/01/2030 OCT2000-00 $100.28
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50288370 7.625 $285,600.00 $284,553.23 $284,553.23 06/01/2000
SCHEERER, LAWRENCE N 04/06/2000 360 Primary Residence Purchase
115 MAPLE LEAF Standard N 09/01/1900 80
DOUBLE OAK TX 75077-0000 $2,021.46 05/01/2030 OCT2000-00 $0.01
$7.63 $12.63 $2.75 $38,473.00
$1.00 Single Family N
50290170 8.375 $310,000.00 $309,999.95 $309,999.95 06/01/2000
TWINING, JOHN D 04/17/2000 360 Primary Residence Purchase
8800 GRAPE WAGON CIRCLE Standard N 09/01/1900 71.4286
SAN JOSE CA 95135-0000 $2,163.55 05/01/2030 OCT2000-00 $0.01
$8.38 $13.38 $2.75 $40,299.00
$1.00 Condominium N
50297410 7.250 $264,000.00 $262,910.06 $262,910.06 06/01/2000
PATEL, SEJAL 04/28/2000 360 Primary Residence Purchase
1100 TRAILSIDE Relocation N 10/01/1900 94.2857
WIXOM MI 48393-0000 $1,800.95 05/01/2030 OCT2000-00 $38.02
$7.25 $12.25 $2.75 $38,473.00
$1.00 Single Family N
50297430 7.875 $448,000.00 $446,438.04 $446,438.04 06/01/2000
CHIEN, ROY 04/26/2000 360 Primary Residence Purchase
2945 CARDIFF AVENUE Select N 09/01/1900 80
LOS ANGELES CA 90034-0000 $3,248.32 05/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,473.00
$1.00 Single Family N
50305460 7.250 $400,000.00 $398,740.47 $398,740.47 07/01/2000
MARTIN, PHILIP D 05/08/2000 360 Primary Residence Purchase
3647 SANCTUARY DRIVE VIP Relocation N 09/01/1900 61.5385
AKRON OH 44333-0000 $2,728.71 06/01/2030 OCT2000-00 $0.00
$7.25 $12.25 $2.75 $38,504.00
$1.00 Single Family N
50306570 6.750 $208,000.00 $207,277.57 $207,277.57 07/01/2000
DRESSELHAUS, RAY H 05/10/2000 360 Primary Residence Purchase
4718 WEST HILLS DRIVE Select N 09/01/1900 80
TOPEKA KS 66606-0000 $1,349.09 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50309180 6.750 $117,700.00 $117,187.05 $117,187.05 06/01/2000
WOJCIK, MICHAEL J 05/05/2000 360 Primary Residence Refinance
35847 PINETREE AVENUE Standard N 09/01/1900 77.4342
LIVONIA MI 48150-0000 $763.40 05/01/2030 OCT2000-00 $0.53
$6.75 $12.75 $2.88 $37,012.00
$1.00 Single Family N
50315310 8.000 $375,000.00 $322,336.59 $322,336.59 07/01/2000
KUMAR, SANTOSH 05/25/2000 360 Primary Residence Purchase
11 WANDA LANE Standard N 09/01/1900 92.5926
NASHUA NH 03060-0000 $2,371.63 06/01/2030 OCT2000-00 $51,682.27
$8.00 $13.00 $2.88 $38,504.00
$1.00 Single Family N
50318200 6.500 $220,000.00 $219,197.99 $219,197.99 07/01/2000
SIDHU, SARBJEET S 05/01/2000 360 Primary Residence Purchase
1464 WERTH DR Select N 09/01/1900 65.6716
ROCHESTER MI 48306-0000 $1,390.55 06/01/2030 OCT2000-00 ($0.01)
$6.50 $12.50 $2.88 $36,861.00
$1.00 Single Family N
50319140 6.750 $243,750.00 $242,608.31 $242,608.31 06/01/2000
ANDERSON, KIRK A 04/26/2000 360 Primary Residence Purchase
39539 VILLAGE RUN Standard N 09/01/1900 75
NORTHVILLE MI 48167-0000 $1,580.96 05/01/2030 OCT2000-00 $80.04
$6.75 $12.75 $2.88 $37,012.00
$1.00 Condominium N
50322170 6.750 $238,800.00 $237,754.56 $237,754.56 06/01/2000
BELLONO, GREGORY A 05/01/2000 360 Primary Residence Refinance
5080 OAKWOOD COURT Standard N 10/01/1900 41.1724
COMMERCE TOWNSHIP MI 48382-0000 $1,548.86 05/01/2030 OCT2000-00 $5.73
$6.75 $12.75 $2.88 $37,012.00
$1.00 Single Family N
50322860 7.250 $172,800.00 $49,682.73 $49,682.73 08/01/2000
GULLEY, RICHARD F 06/09/2000 360 Primary Residence Purchase
LOT 52 SECTION 23 BROADVIEW DRIVE Standard N 10/01/1900 80
LAKE CARROLL IL 61046-0000 $339.73 07/01/2030 OCT2000-00 $124,490.73
$7.25 $13.25 $2.88 $36,892.00
$1.00 Single Family N
50323860 6.750 $205,200.00 $204,306.61 $204,306.61 06/01/2000
POLLARD, CONNIE M 04/28/2000 360 Primary Residence Purchase
6307 WALNUT BEND TERRACE Standard N 09/01/1900 95
MIDLOTHIAN VA 23112-0000 $1,330.93 05/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $37,012.00
$1.00 Single Family N
50325230 6.750 $436,500.00 $434,983.95 $434,983.95 07/01/2000
PEREZ, ALEJANDRO J 05/10/2000 360 Primary Residence Refinance
1672 CHIEFTAIN CIRCLE Select N 09/01/1900 72.75
OXFORD MI 48371-0000 $2,831.14 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50328180 6.500 $799,250.00 $795,597.96 $795,597.96 06/01/2000
FELDMAN, MARTIN G 05/04/2000 360 Primary Residence Refinance
1375 RIVONA Select N 09/01/1900 44.4028
WATERFORD MI 48328-0000 $5,051.81 05/01/2030 OCT2000-00 $0.00
$6.50 $12.50 $2.88 $37,012.00
$1.00 Single Family N
50329970 7.250 $263,650.00 $262,501.45 $262,501.45 06/01/2000
WICKHAM, DEIRDRE A. 04/24/2000 360 Primary Residence Refinance
22679 FOXMOOR Standard N 09/01/1900 71.2568
NOVI MI 48375-0000 $1,798.56 05/01/2030 OCT2000-00 $107.03
$7.25 $13.25 $2.88 $37,012.00
$1.00 Single Family N
50330930 7.250 $266,250.00 $265,198.85 $265,198.85 06/01/2000
COLLINS, WILLIAM L 04/19/2000 360 Primary Residence Refinance
715 BROCKMOOR 82 Select N 09/01/1900 75
BLOOMFIELD MI 48304-0000 $1,816.30 05/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $37,012.00
$1.00 Condominium N
50333130 7.625 $167,000.00 $166,511.88 $166,511.88 07/01/2000
BROWN, CHARLES E 06/01/2000 360 Primary Residence Purchase
671 WHITE OAK DRIVE VIP Relocation N 09/01/1900 71.9828
NEWNAN GA 30265-0000 $1,182.02 06/01/2030 OCT2000-00 $0.00
$7.63 $12.63 $2.75 $38,504.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50335370 6.750 $69,300.00 $68,998.29 $68,998.29 06/01/2000
COLEMAN, CATHERINE J 05/05/2000 360 Primary Residence Refinance
5895 DAWN RIDGE DRIVE #47 Standard N 10/01/1900 26.6538
TROY MI 48098-0000 $449.48 05/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $37,012.00
$1.00 Condominium N
50342070 6.625 $187,500.00 $186,832.76 $186,832.76 07/01/2000
FOREST, ALAN J 05/16/2000 360 Second Home Purchase
91499 RYAN GULCH ROAD #B4 Standard N 09/01/1900 78.9361
SILVERTHORNE CO 80498-0000 $1,200.59 06/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,861.00
$1.00 Condominium N
50344980 7.000 $274,750.00 $274,070.41 $274,070.41 08/01/2000
PARKS, DOUGLAS L 06/05/2000 360 Primary Residence Refinance
9795 BIRCH RUN Select N 09/01/1900 63.8953
BRIGHTON MI 48114-0000 $1,827.92 07/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,892.00
$1.00 Single Family N
50346280 7.250 $336,600.00 $336,600.00 $336,600.00 11/01/2000
WASSERMAN, BARRY S 09/01/2000 360 Primary Residence Purchase
55 INDEPENDENCE DR Standard N 10/01/1900 90
EAST BRUNSWICK NJ 08816-0000 $2,296.21 10/01/2030 OCT2000-00 $261.01
$7.25 $13.25 $2.88 $36,982.00
$1.00 Single Family N
50346700 7.625 $494,950.00 $493,135.91 $493,135.91 06/01/2000
LIU, JUN 04/25/2000 360 Primary Residence Purchase
14700 NE 16TH STREET Standard N 09/01/1900 91.6659
BELLEVUE WA 98007-0000 $3,503.23 05/01/2030 OCT2000-00 $0.00
$7.63 $12.63 $2.88 $38,473.00
$1.00 Single Family N
50347370 7.125 $289,950.00 $289,250.25 $289,250.25 08/01/2000
BEACH, MARSHALL L 06/08/2000 360 Primary Residence Purchase
3912 BENTLEY BRIDGE ROAD VIP Relocation N 09/01/1900 79.9981
RALEIGH NC 27612-8064 $1,953.45 07/01/2030 OCT2000-00 $0.00
$7.13 $13.13 $2.75 $37,803.00
$1.00 Single Family N
50351910 7.000 $330,250.00 $329,157.64 $329,157.64 07/01/2000
INGESOULIAN, MARTIN P 05/18/2000 360 Second Home Refinance
1211 ASPEN Standard N 09/01/1900 50.8077
BAY HARBOR MI 49770-0000 $2,197.17 06/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,861.00
$1.00 Condominium N
50352110 6.625 $297,050.00 $295,992.94 $295,992.94 07/01/2000
PRATER, FREDRIC A 05/12/2000 360 Primary Residence Refinance
1110 WARSON WOODS DRIVE Standard N 09/01/1900 79.8522
ST LOUIS MO 63122-0000 $1,902.05 06/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,861.00
$1.00 Single Family N
50354360 6.500 $263,450.00 $261,678.55 $261,678.55 06/01/2000
HUREY, IVAN V. 04/24/2000 360 Primary Residence Refinance
910 S MICHIGAN 1319 Standard N 09/01/1900 79.3524
CHICAGO IL 60605-0000 $1,665.19 05/01/2030 OCT2000-00 $564.57
$6.50 $12.50 $2.88 $37,012.00
$1.00 Condominium N
50356160 8.125 $290,000.00 $289,233.42 $289,233.42 07/01/2000
JINKA, ASHOKA G 05/06/2000 360 Primary Residence Purchase
3311 CHARTER OAK DRIVE Standard N 09/01/1900 100
MAUMEE OH 43537-0000 $2,153.25 06/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.88 $38,504.00
$1.00 Single Family N
50356830 6.500 $73,500.00 $73,164.15 $73,164.15 06/01/2000
HOLT, AARON 05/05/2000 360 Primary Residence Purchase
6174 GREENWOOD DR Standard N 09/01/1900 82.5843
PARADISE CA 95969-0000 $464.57 05/01/2030 OCT2000-00 $0.00
$6.50 $12.50 $2.88 $37,012.00
$1.00 Single Family N
50360920 7.000 $192,800.00 $191,820.18 $191,820.18 08/01/2000
MCDOWELL, DONEEN M 06/13/2000 360 Primary Residence Purchase
856 TEN POINT DRIVE Standard N 09/01/1900 76.2643
ROCHESTER HILLS MI 48309-0000 $1,282.71 07/01/2030 OCT2000-00 $500.00
$7.00 $13.00 $2.88 $36,892.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50363170 6.625 $170,900.00 $170,291.83 $170,291.83 07/01/2000
DITO, EDWARD L 06/01/2000 360 Primary Residence Refinance
4222 POCONO CT Standard N 09/01/1900 61.0357
FAIR OAKS CA 95628-6445 $1,094.30 06/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,861.00
$1.00 Single Family N
50367030 6.500 $253,000.00 $252,077.65 $252,077.65 07/01/2000
RUTHERFORD, BRENDAN 05/05/2000 360 Primary Residence Refinance
3117 WOODCREEK WAY Standard N 09/01/1900 36.9343
BLOOMFIELD HILLS MI 48304-0000 $1,599.14 06/01/2030 OCT2000-00 $0.00
$6.50 $12.50 $2.88 $36,861.00
$1.00 Single Family N
50368970 6.750 $250,000.00 $249,131.71 $249,131.71 07/01/2000
STAEHLE, CARL E 06/02/2000 360 Primary Residence Purchase
33003 N STONE MANOR DRIVE Standard N 09/01/1900 69.6379
GRAYSLAKE IL 60030-0000 $1,621.50 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50374500 7.000 $286,000.00 $284,758.91 $284,758.91 07/01/2000
REMY, JOHN C 05/26/2000 360 Primary Residence Refinance
11373 SILVER LAKE CT Select N 09/01/1900 76.4706
SHELBY MI 48317-0000 $1,902.77 06/01/2030 OCT2000-00 $293.40
$7.00 $13.00 $2.88 $36,861.00
$1.00 Single Family N
50377370 6.750 $95,000.00 $94,670.05 $94,670.05 07/01/2000
SIMS, ELEANOR C 05/15/2000 360 Primary Residence Purchase
805 S 24TH AVENUE Standard N 10/01/1900 74.6855
YAKIMA WA 98902-0000 $616.17 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50383310 6.750 $117,000.00 $116,593.66 $116,593.66 07/01/2000
ATTARD, JIMMY F 05/15/2000 360 Primary Residence Purchase
1516 LINDEN Standard N 10/01/1900 90
DEARBORN MI 48124-0000 $758.86 06/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50384480 6.750 $106,400.00 $105,936.77 $105,936.77 06/01/2000
LAFONTAINE, JAMES F 05/11/2000 360 Primary Residence Refinance
9068 BUCKHORN LANE Select N 09/01/1900 51.9024
BRIGHTON MI 48116-0000 $690.11 05/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $37,012.00
$1.00 Single Family N
50390080 6.500 $298,400.00 $297,312.13 $297,312.13 07/01/2000
MEISNER, ROBERT M 05/30/2000 360 Second Home Refinance
34300 LANTERN BAY DRIVE 52 Standard N 09/01/1900 60.2828
DANA POINT CA 92629-0000 $1,886.10 06/01/2030 OCT2000-00 $0.01
$6.50 $12.50 $2.88 $36,861.00
$1.00 Condominium N
50394580 7.000 $265,750.00 $264,870.98 $264,870.98 07/01/2000
MARKHOFF, ALAN E 05/23/2000 360 Primary Residence Refinance
1962 BARRINGTON COURT Select N 09/01/1900 59.9887
ROCHESTER HILLS MI 48306-0000 $1,768.05 06/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,861.00
$1.00 Single Family N
50397150 7.625 $750,000.00 $748,361.13 $748,361.13 08/01/2000
ISAACS, MICHAEL ALLEN 06/23/2000 360 Primary Residence Purchase
320 HAMILTON ROAD VIP Relocation N 10/01/1900 70.7547
BLOOMFIELD TOWNSHIP MI 48009-3459 $5,308.46 07/01/2030 OCT2000-00 $0.00
$7.63 $12.63 $2.75 $38,534.00
$1.00 Single Family N
50398170 6.750 $250,000.00 $249,350.61 $249,350.61 08/01/2000
BELLEVILLE, BRIAN K 06/30/2000 360 Primary Residence Purchase
1258 HIGHLAND LANE Standard N 10/01/1900 59.952
GLENVIEW IL 60025-0000 $1,621.50 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50399510 7.000 $397,450.00 $396,354.43 $396,354.43 08/01/2000
STEINHAGEN, JAMES E 06/27/2000 360 Primary Residence Refinance
1633 HAMLET Select N 09/01/1900 70.7206
TROY MI 48084-5704 $2,644.25 07/01/2030 OCT2000-00 $111.83
$7.00 $13.00 $2.88 $36,892.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50402100 6.750 $318,450.00 $317,343.96 $317,343.96 07/01/2000
CARPENTER, LARRY E 05/31/2000 360 Primary Residence Refinance
13365 WENDOVER DRIVE Select N 09/01/1900 78.436
PLYMOUTH MI 48170-0000 $2,065.47 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Condominium N
50402900 8.625 $362,000.00 $181,000.00 $181,000.00 08/01/2000
KOLARIK, LAURA C 06/23/2000 360 Primary Residence Purchase
59 PROSPECT STREET Standard N 09/01/1900 80
SHERBORN MA 01770-0000 $1,300.94 07/01/2030 OCT2000-00 $183,611.22
$8.63 $13.63 $2.75 $40,360.00
$1.00 Single Family N
50409740 6.750 $203,250.00 $201,890.27 $201,890.27 07/01/2000
PEABODY, BRIAN W 05/25/2000 360 Primary Residence Refinance
75 GROSSE POINTE BLVD Standard N 09/01/1900 58.0714
GROSSE POINTE FARMS MI 48236-0000 $1,318.28 06/01/2030 OCT2000-00 $650.15
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50411210 8.000 $117,000.00 $116,682.81 $116,682.81 07/01/2000
DEEM, NANCY A 05/19/2000 360 Primary Residence Purchase
990 DILLMAN ROAD Standard N 10/01/1900 65.3631
MARTINSVILLE IN 46151-0000 $858.51 06/01/2030 OCT2000-00 $0.00
$8.00 $14.00 $2.88 $36,861.00
$1.00 Single Family N
50415320 6.625 $139,550.00 $136,607.26 $136,607.26 07/01/2000
HARRISON, RICHARD A 05/23/2000 360 Primary Residence Refinance
728 LAKESIDE DRIVE Select N 09/01/1900 39.8714
KOKOMO IN 46901-0000 $893.56 06/01/2030 OCT2000-00 $2,432.70
$6.63 $12.63 $2.88 $36,861.00
$1.00 Single Family N
50416400 6.750 $199,450.00 $198,757.29 $198,757.29 07/01/2000
ABOUL HASSAN, NAZIH 05/25/2000 360 Primary Residence Refinance
2356 CLAYMONT ROAD Standard N 10/01/1900 65.3934
TROY MI 48098-0000 $1,293.63 06/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50418860 6.625 $228,750.00 $227,935.98 $227,935.98 07/01/2000
ZAHN, DANIEL J 05/22/2000 360 Primary Residence Purchase
11273 CHERRYLAWN Standard N 09/01/1900 75
BRIGHTON MI 48114-0000 $1,464.72 06/01/2030 OCT2000-00 ($0.01)
$6.63 $12.63 $2.88 $36,861.00
$1.00 Single Family N
50419050 6.750 $102,500.00 $101,545.31 $101,545.31 07/01/2000
NORDIN, BRUCE A 05/18/2000 360 Primary Residence Purchase
6250 RAPIDFALLS DRIVE NE Standard N 10/01/1900 74.2754
BELMONT MI 49306-0000 $664.82 06/01/2030 OCT2000-00 $595.32
$6.75 $12.75 $2.88 $36,861.00
$1.00 Single Family N
50423380 7.500 $212,150.00 $211,674.68 $211,674.68 08/01/2000
HUNT, THOMAS M 06/16/2000 360 Primary Residence Refinance
19450 WHITBY Standard N 09/01/1900 73.6632
LIVONIA MI 48152-0000 $1,483.39 07/01/2030 OCT2000-00 $0.00
$7.50 $13.50 $2.88 $36,892.00
$1.00 Single Family N
50424200 6.625 $400,000.00 $399,292.21 $399,292.21 09/01/2000
FLAM, EDWARD I 07/21/2000 360 Primary Residence Purchase
2018 W WARNER Standard N 10/01/1900 66.6667
CHICAGO IL 60618-0000 $2,561.25 08/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,923.00
$1.00 Single Family N
50429750 6.750 $360,000.00 $358,863.19 $358,863.19 08/01/2000
PASTOR, KEITH L 06/30/2000 360 Primary Residence Refinance
5147 SADDLE CREEK COURT Standard N 10/01/1900 51.4286
PLYMOUTH MI 48170-0000 $2,334.96 07/01/2030 OCT2000-00 ($134.22)
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50432240 6.500 $182,250.00 $181,585.59 $181,585.59 07/01/2000
CHUNG, WING UNG 05/30/2000 360 Primary Residence Purchase
15008 INVERNESS STREET Standard N 10/01/1900 75
SAN LEANDRO CA 94577-0000 $1,151.95 06/01/2030 OCT2000-00 ($0.01)
$6.50 $12.50 $2.88 $36,861.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50432940 6.625 $95,000.00 $94,747.15 $94,747.15 08/01/2000
GENSLAK, STANLEY L 06/12/2000 360 Primary Residence Refinance
1607 BOULDER COURT Select N 09/01/1900 33.6879
ROCHESTER MI 48306-0000 $608.30 07/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,892.00
$1.00 Condominium N
50433140 6.625 $175,000.00 $174,534.23 $174,534.23 08/01/2000
GENSLAK, STANLEY L 06/12/2000 360 Second Home Refinance
1020 W LONG LAKE ROAD Select N 09/01/1900 43.75
TRAVERSE CITY MI 48684-0000 $1,120.55 07/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,892.00
$1.00 Single Family N
50433670 7.375 $167,900.00 $167,384.22 $167,384.22 07/01/2000
DREW, DAVID J 05/31/2000 360 Primary Residence Purchase
2200 KINGS FOREST LANE VIP Relocation N 09/01/1900 79.9794
FLOWER MOUND TX 75028-0000 $1,159.65 06/01/2030 OCT2000-00 $0.00
$7.38 $13.38 $2.75 $37,773.00
$1.00 Single Family N
50435210 7.250 $129,500.00 $129,195.10 $129,195.10 08/01/2000
CUNNINGHAM, JON L 06/29/2000 360 Primary Residence Purchase
1282 REGENT ROAD Standard N 10/01/1900 69.8113
MUNDELEIN IL 60060-0000 $883.42 07/01/2030 OCT2000-00 ($0.01)
$7.25 $13.25 $2.88 $36,892.00
$1.00 Single Family N
50439530 6.750 $225,000.00 $224,415.56 $224,415.56 08/01/2000
BACIGAL, ROBERT P 06/30/2000 360 Primary Residence Purchase
15743 HIX Standard N 09/01/1900 89.1089
LIVONIA MI 48154-0000 $1,459.35 07/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50442160 6.750 $195,600.00 $195,091.92 $195,091.92 08/01/2000
CASCARELLI, MARK D 06/23/2000 360 Primary Residence Purchase
1813 WOODED VALLEY LN Standard N 09/01/1900 89.9807
HOWELL MI 48843-0000 $1,268.66 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50448670 6.750 $157,600.00 $157,190.61 $157,190.61 08/01/2000
OEHMKE, TIMOTHY MATTHEW 06/26/2000 360 Primary Residence Purchase
35533 SOUTHAMPTON Standard N 09/01/1900 73.6449
LIVONIA MI 48150-0000 $1,022.20 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50448790 6.750 $164,000.00 $163,573.99 $163,573.99 08/01/2000
JOHNSON, JOSEPH N 06/23/2000 360 Primary Residence Refinance
10106 ORCHARD RIDGE COURT Standard N 10/01/1900 75.2294
HOLLY MI 48442-0000 $1,063.71 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50449270 6.750 $200,000.00 $199,496.00 $199,496.00 10/01/2000
HENDERSON, MICHAEL P 08/07/2000 360 Primary Residence Purchase
2589 HILLTOP LANE Standard N 10/01/1900 86.966
HOWELL MI 48843-0000 $1,297.20 09/01/2030 OCT2000-00 $329.94
$6.75 $12.75 $2.88 $36,951.00
$1.00 Condominium N
50452030 6.750 $270,600.00 $269,897.11 $269,897.11 08/01/2000
LENTINE, JAMES J 06/26/2000 360 Primary Residence Refinance
47533 PINE CREEK CT Standard N 09/01/1900 64.1232
NORTHVILLE MI 48167-0000 $1,755.11 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50454470 7.750 $275,000.00 $274,610.55 $274,610.55 09/01/2000
STERN, HOWARD 07/20/2000 360 Primary Residence Purchase
6141 N BAY RIDGE AVENUE VIP Relocation N 10/01/1900 67.3195
WHITEFISH BAY WI 53217-0000 $1,970.14 08/01/2030 OCT2000-00 $0.00
$7.75 $12.75 $2.75 $38,565.00
$1.00 Single Family N
50456790 6.625 $310,000.00 $309,451.47 $309,451.47 09/01/2000
MCGRATH, RICHARD L 07/03/2000 360 Primary Residence Refinance
33 COLDSTREAM CIRCLE Standard N 09/01/1900 67.3913
LINCOLNSHIRE IL 60069-0000 $1,984.97 08/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,923.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50457180 8.125 $272,000.00 $271,462.58 $271,462.58 08/01/2000
PICCIONE, LOUIS 06/30/2000 360 Primary Residence Purchase
4208 ENDERS WAY VIP Relocation N 09/01/1900 79.9906
DOYLESTOWN PA 18901-0000 $2,019.60 07/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,534.00
$1.00 Single Family N
50458790 6.750 $195,000.00 $194,663.27 $194,663.27 09/01/2000
FOXWORTHY, DARWIN K 07/18/2000 360 Primary Residence Purchase
47711 VISTAS CIRCLE SOUTH Standard N 10/01/1900 69.3585
CANTON MI 48187-0000 $1,264.77 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Condominium N
50460080 7.500 $86,000.00 $85,807.31 $85,807.31 08/01/2000
WALKER, CHARLES L 06/30/2000 360 Primary Residence Purchase
5919 LOOP ROAD Stated Income N 10/01/1900 74.9782
PACE FL 32571-0000 $601.33 07/01/2030 OCT2000-00 $0.00
$7.50 $13.50 $2.88 $36,892.00
$1.00 Single Family N
50460570 6.750 $235,000.00 $234,594.20 $234,594.20 09/01/2000
DAVIS, ERIC L 07/17/2000 360 Primary Residence Purchase
677 FAIRWAY PARK DRIVE Standard N 10/01/1900 71.6024
ANN ARBOR MI 48103-0000 $1,524.21 08/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,923.00
$1.00 Condominium N
50465520 7.000 $196,500.00 $196,013.97 $196,013.97 08/01/2000
GRADY, BRIAN P 06/29/2000 360 Primary Residence Refinance
24291 JAMESTOWNE RD Standard N 09/01/1900 72.7778
NOVI MI 48375-0000 $1,307.32 07/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,892.00
$1.00 Single Family N
50466180 8.250 $337,800.00 $337,798.99 $337,798.99 08/01/2000
ROBARE, MICHAEL F 06/23/2000 360 Primary Residence Refinance
21819 ANGOSTURA Select N 09/01/1900 75.0667
SAN ANTONIO TX 78265-0000 $2,322.38 07/01/2030 OCT2000-00 $0.99
$8.25 $13.25 $2.75 $40,360.00
$1.00 Single Family N
50467720 7.500 $220,000.00 $219,507.09 $219,507.09 08/01/2000
DOUGLAS, TODD O 06/21/2000 360 Primary Residence Purchase
777 BLOOMER Standard N 09/01/1900 74.5763
ROCHESTER HILLS MI 48307-0000 $1,538.28 07/01/2030 OCT2000-00 $0.00
$7.50 $13.50 $2.88 $36,892.00
$1.00 Single Family N
50468140 6.750 $312,000.00 $311,189.57 $311,189.57 08/01/2000
BARRETT, WILLIAM JOSEPH 06/14/2000 360 Primary Residence Purchase
84 PROSPECT STREET Standard N 10/01/1900 80
UPTON MA 01568-0000 $2,023.63 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50468960 8.125 $300,000.00 $299,606.17 $299,606.17 09/01/2000
ENGLE, JOHN J 07/20/2000 360 Primary Residence Purchase
5383 CORTE PLAYA JACINTO VIP Relocation N 10/01/1900 72.7273
SAN DIEGO CA 92124-4116 $2,227.50 08/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,565.00
$1.00 Single Family N
50470120 6.750 $208,500.00 $207,958.41 $207,958.41 08/01/2000
NICOL, STEVEN M 06/20/2000 360 Primary Residence Refinance
25786 GROVELAND Standard N 09/01/1900 61.3235
NOVI MI 48374-0000 $1,352.33 07/01/2030 OCT2000-00 $0.01
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50470140 6.750 $140,000.00 $139,636.34 $139,636.34 08/01/2000
NAWROCKI, BRIAN J 06/15/2000 360 Primary Residence Purchase
2434 MILVERTON DR Standard N 09/01/1900 80
TROY MI 48084-0000 $908.04 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50472180 6.750 $148,500.00 $148,114.26 $148,114.26 08/01/2000
ANDERSON, WESLEY D 07/14/2000 360 Primary Residence Refinance
41531 SIMCOE Standard N 10/01/1900 79.8387
CANTON MI 48188-0000 $963.17 07/01/2030 OCT2000-00 $0.01
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50472550 6.500 $270,000.00 $269,510.50 $269,510.50 09/01/2000
PANETTA, LOUIS P 07/11/2000 360 Primary Residence Purchase
827 VIA MIRADA Standard N 10/01/1900 32.3353
MONTEREY CA 93940-0000 $1,706.59 08/01/2030 OCT2000-00 $0.00
$6.50 $12.50 $2.88 $36,923.00
$1.00 Single Family N
50472790 6.750 $417,700.00 $416,269.00 $416,269.00 08/01/2000
NILL, JAMES E 07/06/2000 360 Primary Residence Refinance
20837 DUNDEE Standard N 10/01/1900 75.9455
NOVI MI 48375-0000 $2,709.20 07/01/2030 OCT2000-00 $344.07
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50473400 7.000 $346,550.00 $345,692.81 $345,692.81 08/01/2000
KHALIGHI, BAHRAM 06/16/2000 360 Primary Residence Refinance
1020 PADDOCK COURT Select N 09/01/1900 51.3407
TROY MI 48098-0000 $2,305.61 07/01/2030 OCT2000-00 $0.01
$7.00 $13.00 $2.88 $36,892.00
$1.00 Single Family N
50475470 6.750 $200,000.00 $199,480.49 $199,480.49 08/01/2000
PASTOR, RICHARD J 06/07/2000 360 Primary Residence Refinance
35758 NANCY GAIL CT Standard N 09/01/1900 37.9507
FARMINGTON HILLS MI 48331-0000 $1,297.20 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50477890 6.750 $230,000.00 $229,402.57 $229,402.57 08/01/2000
FLAHERTY, THOMAS P 06/26/2000 360 Primary Residence Refinance
12000 MIRA MESA DRIVE Standard N 09/01/1900 49.4624
AUSTIN TX 78732-0000 $1,491.78 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50478140 6.750 $180,000.00 $179,532.44 $179,532.44 08/01/2000
GOLDEN, KEVIN P 06/29/2000 360 Primary Residence Purchase
1152 CROOKED LAKE Standard N 10/01/1900 80
FENTON MI 48430-0000 $1,167.48 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50478370 7.000 $129,600.00 $129,279.42 $129,279.42 08/01/2000
RASH, DIANE M 06/27/2000 360 Primary Residence Purchase
5880 PINE KNOB LANE Standard N 09/01/1900 80
CLARKSTON MI 48346-0000 $862.24 07/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,892.00
$1.00 Single Family N
50484040 6.625 $176,600.00 $176,287.52 $176,287.52 09/01/2000
BRUYERE, THOMAS W 07/26/2000 360 Primary Residence Refinance
15435 DOROTHY DRIVE Standard N 09/01/1900 73.5833
MACOMB TOWNSHIP MI 48042-0000 $1,130.79 08/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,923.00
$1.00 Single Family N
50484140 6.625 $157,700.00 $157,280.26 $157,280.26 08/01/2000
LOWE, BARBARA J 06/16/2000 360 Primary Residence Purchase
463 COTTONWOOD STREET Standard N 10/01/1900 95
VACAVILLE CA 95688-0000 $1,009.78 07/01/2030 OCT2000-00 $0.00
$6.63 $12.63 $2.88 $36,892.00
$1.00 Single Family N
50486710 6.750 $222,200.00 $221,816.30 $221,816.30 09/01/2000
TRUMBLEE, ANTHONY E 08/04/2000 360 Primary Residence Refinance
7870 WILDBERRY Standard N 09/01/1900 89.2369
PORTAGE MI 49024-0000 $1,441.19 08/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,923.00
$1.00 Single Family N
50490240 8.000 $524,000.00 $523,294.46 $523,294.46 09/01/2000
LEE, ROBERT E 07/03/2000 360 Primary Residence Purchase
475 GULL DRIVE Standard N 09/01/1900 80
BODEGA BAY CA 94923-0000 $3,844.93 08/01/2030 OCT2000-00 $0.00
$8.00 $14.00 $2.88 $36,923.00
$1.00 Single Family N
50490420 6.750 $305,000.00 $304,207.75 $304,207.75 08/01/2000
MONALDI, RAYMOND B 06/30/2000 360 Primary Residence Purchase
285 MUIRFIELD Standard N 10/01/1900 67.7778
VALPARAISO IN 46383-0000 $1,978.23 07/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50491750 6.750 $190,250.00 $189,420.94 $189,420.94 08/01/2000
FLECK, GREGORY M 06/30/2000 360 Primary Residence Purchase
11200 RIDGE VIEW TR Standard N 09/01/1900 66.9894
FENTON MI 48430-0000 $1,233.96 07/01/2030 OCT2000-00 $333.01
$6.75 $12.75 $2.88 $36,892.00
$1.00 Condominium N
50494550 7.250 $337,300.00 $336,772.13 $336,772.13 09/01/2000
SCHUETZ, WILLIAM A 07/18/2000 360 Primary Residence Refinance
47276 SOMERSET Standard N 09/01/1900 56.2167
NOVI MI 48374-0000 $2,300.99 08/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,923.00
$1.00 Single Family N
50495750 6.750 $201,550.00 $201,201.96 $201,201.96 09/01/2000
BROWN, OLGA 07/26/2000 360 Primary Residence Refinance
3710 LAKEWOOD DR Standard N 09/01/1900 80.62
WATERFORD MI 48329-3948 $1,307.25 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Single Family N
50500140 6.750 $261,500.00 $261,048.43 $261,048.43 09/01/2000
KRUG, WILLIAM S 07/18/2000 360 Primary Residence Purchase
21268 WOODHILL Standard N 09/01/1900 89.9862
FARMINGTON HILLS MI 48335-0000 $1,696.09 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Single Family N
50500680 6.875 $333,500.00 $332,654.63 $332,654.63 08/01/2000
SAGUTO, ANTHONY L 07/14/2000 360 Primary Residence Refinance
219 MERTON Standard N 09/01/1900 68.7629
GLEN ELLYN IL 60137-0000 $2,190.86 07/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,892.00
$1.00 Single Family N
50504140 6.750 $260,000.00 $259,551.02 $259,551.02 09/01/2000
SUNDBERG, JAMES P 07/24/2000 360 Primary Residence Refinance
54383 ROYAL TROON Standard N 09/01/1900 67.8851
SOUTH LYON MI 48178-0000 $1,686.36 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Single Family N
50504700 6.875 $310,000.00 $309,477.63 $309,477.63 09/01/2000
FOGLESONG, HEIDI 07/12/2000 360 Primary Residence Refinance
8025 N FIFTH AVE Standard N 10/01/1900 67.3913
PHOENIX AZ 85021-0000 $2,036.48 08/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,923.00
$1.00 Single Family N
50505650 6.875 $260,000.00 $259,561.87 $259,561.87 09/01/2000
LAROSA, JOHN G 07/31/2000 360 Primary Residence Refinance
3500 UNION LAKE Standard N 09/01/1900 61.1765
COMMERCE MI 48382-0000 $1,708.02 08/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,923.00
$1.00 Single Family N
50509450 6.750 $242,150.00 $241,520.98 $241,520.98 08/01/2000
ROWE, JEANNIE L 07/11/2000 360 Primary Residence Refinance
4742 BROWN ROAD Standard N 10/01/1900 85.2641
AVOCA MI 48006-0000 $1,570.59 07/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,892.00
$1.00 Single Family N
50512550 6.875 $128,700.00 $128,483.12 $128,483.12 09/01/2000
HELMICK, ROBERT A 07/21/2000 360 Primary Residence Refinance
3818 E HILLCREST Standard N 09/01/1900 63.399
HIGHLAND MI 48356-0000 $845.47 08/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,923.00
$1.00 Single Family N
50516430 6.750 $259,500.00 $259,500.00 $259,500.00 11/01/2000
LARICHE, SCOTT M 08/30/2000 360 Primary Residence Refinance
17285 VICTOR COURT Select N 10/01/1900 69.2
NORTHVILLE MI 48167-0000 $1,683.12 10/01/2030 OCT2000-00 $222.18
$6.75 $12.75 $2.88 $36,982.00
$1.00 Single Family N
50516890 7.000 $592,800.00 $592,131.40 $592,131.40 10/01/2000
GEMBIS, JEFFREY R 08/25/2000 360 Primary Residence Refinance
695 HENRIETTA Standard N 10/01/1900 64.0865
BIRMINGHAM MI 48009-0000 $3,943.92 09/01/2030 OCT2000-00 $181.62
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50520870 7.500 $215,000.00 $213,745.43 $213,745.43 09/01/2000
DICHTEL, MARK S 07/21/2000 360 Primary Residence Refinance
49646 WILLOWOOD Standard N 10/01/1900 79.6296
MACOMB TOWNSHIP MI 48044-0000 $1,503.32 08/01/2030 OCT2000-00 $928.63
$7.50 $13.50 $2.88 $36,923.00
$1.00 Single Family N
50522510 6.750 $205,600.00 $205,244.96 $205,244.96 09/01/2000
MCGRATH, JEFFREY M 07/21/2000 360 Primary Residence Refinance
19648 GILL ROAD Standard N 09/01/1900 60.117
LIVONIA MI 48152-0000 $1,333.52 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Single Family N
50526170 6.750 $92,000.00 $91,841.11 $91,841.11 09/01/2000
COLWELL, KAREN 07/21/2000 360 Primary Residence Refinance
4 MINNEHAHA BLVD Standard N 10/01/1900 61.3333
LAKE HIAWATHA NJ 07034-0000 $596.72 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Single Family N
50528040 7.250 $484,600.00 $483,841.64 $483,841.64 09/01/2000
RODRIGUEZ, DAINEL M 07/26/2000 360 Primary Residence Purchase
47709 ABERDEEN DRIVE Standard N 09/01/1900 75.0103
NOVI MI 48374-0000 $3,305.83 08/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,923.00
$1.00 Single Family N
50528750 6.750 $219,500.00 $219,120.95 $219,120.95 09/01/2000
HEATON, MATTHEW R 07/31/2000 360 Primary Residence Purchase
7636 JENNINGS ROAD Standard N 09/01/1900 89.9959
WHITMORE LAKE MI 48189-0000 $1,423.68 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Single Family N
50531560 7.000 $650,000.00 $649,467.20 $649,467.20 10/01/2000
JACOBY, GLENN A 08/16/2000 360 Primary Residence Purchase
85 LOCUST LANE Standard N 09/01/1900 52
UPPER SADDLE RIVER NJ 07458-0000 $4,324.47 09/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
50531790 6.750 $124,000.00 $123,785.86 $123,785.86 09/01/2000
GARVEY, JAMES 07/06/2000 360 Primary Residence Purchase
160 MARSTON AVENUE #5 Standard N 09/01/1900 80
HYANNIS MA 02601-0000 $804.27 08/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,923.00
$1.00 Condominium N
50537680 6.875 $256,500.00 $256,067.77 $256,067.77 09/01/2000
GUMMERMAN, MARK 07/26/2000 360 Primary Residence Purchase
12619 WENDOVER COURT Standard N 09/01/1900 89.9407
PLYMOUTH MI 48170-0000 $1,685.03 08/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,923.00
$1.00 Single Family N
50540750 6.750 $198,600.00 $198,257.05 $198,257.05 09/01/2000
BHARGAVA, SAMEER 07/20/2000 360 Primary Residence Purchase
41643 STRAWBERRY CT Standard N 10/01/1900 79.671
CANTON MI 48188-0000 $1,288.12 08/01/2030 OCT2000-00 ($0.01)
$6.75 $12.75 $2.88 $36,923.00
$1.00 Condominium N
50541080 7.500 $484,000.00 $483,279.36 $483,279.36 09/01/2000
CRUMLISH, JAMES P 07/26/2000 360 Primary Residence Refinance
176 WIMBLETON Select N 09/01/1900 56.9412
BIRMINGHAM MI 48009-5633 $3,384.20 08/01/2030 OCT2000-00 $0.00
$7.50 $13.50 $2.88 $36,923.00
$1.00 Single Family N
50542430 6.875 $137,600.00 $137,368.12 $137,368.12 09/01/2000
MILLINGTON, DONALD L 07/27/2000 360 Primary Residence Purchase
14450 RONNIE LANE Standard N 09/01/1900 80
LIVONIA MI 48154-0000 $903.94 08/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,923.00
$1.00 Single Family N
50542440 6.375 $119,200.00 $118,978.59 $118,978.59 09/01/2000
WING, JOSEPH G. 07/28/2000 360 Primary Residence Refinance
2009 EDWARD LANE WEST Standard N 10/01/1900 70.1176
KIMBALL MI 48074-0000 $743.66 08/01/2030 OCT2000-00 $0.00
$6.38 $12.38 $2.88 $36,923.00
$1.00 Condominium N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50542720 7.250 $158,000.00 $157,876.74 $157,876.74 10/01/2000
MEIXNER, TIMOTHY G 08/23/2000 360 Primary Residence Refinance
5111 PRAIRIE VIEW Standard N 09/01/1900 77.0732
BRIGHTON MI 48116-9752 $1,077.84 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50545170 7.000 $239,350.00 $238,546.49 $238,546.49 09/01/2000
METEA, DIONISE M 07/21/2000 360 Primary Residence Refinance
22449 ALEXANDRINE Standard N 09/01/1900 61.3718
DEARBORN MI 48124-0000 $1,592.41 08/01/2030 OCT2000-00 $407.59
$7.00 $13.00 $2.88 $36,923.00
$1.00 Single Family N
50551780 7.000 $100,050.00 $99,967.98 $99,967.98 10/01/2000
CURRY, CHARLENE A 08/24/2000 360 Primary Residence Refinance
13453 LAKESIDE Select N 09/01/1900 43.5
BEAR LAKE MI 49614-0000 $665.64 09/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
50554160 6.750 $165,000.00 $164,857.94 $164,857.94 10/01/2000
SHANNON, KRISTIN L 08/07/2000 360 Primary Residence Purchase
1346 HERMOSA WAY Standard N 09/01/1900 78.6838
COLORADO SPRINGS CO 80906-0000 $1,070.19 09/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,951.00
$1.00 Single Family N
50556070 7.250 $221,300.00 $220,953.68 $220,953.68 09/01/2000
MURRY, JOHN P 07/26/2000 360 Primary Residence Purchase
44209 VASSAR ST Standard N 10/01/1900 94.9785
CANTON MI 48187-0000 $1,509.66 08/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,923.00
$1.00 Single Family N
50556900 6.375 $105,300.00 $105,104.42 $105,104.42 09/01/2000
OGBUNAMIRI, JOHN 07/20/2000 360 Primary Residence Purchase
2707 W 75TH ST Standard N 09/01/1900 90
LOS ANGELES CA 90043-0000 $656.94 08/01/2030 OCT2000-00 $0.00
$6.38 $12.38 $2.88 $36,923.00
$1.00 Single Family N
50561260 7.000 $200,050.00 $199,886.02 $199,886.02 10/01/2000
CHUBA, CHARLES J 08/23/2000 360 Primary Residence Refinance
34634 BUNKER HILL DRIVE Standard N 09/01/1900 83.3542
FARMINGTON HILLS MI 48331-0000 $1,330.94 09/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
50562050 6.750 $172,000.00 $171,851.91 $171,851.91 10/01/2000
GRAY, DAVID J 08/11/2000 360 Primary Residence Refinance
967 WHEATFIELD DRIVE Standard N 10/01/1900 66.1538
LAKE ORION MI 48362-0000 $1,115.59 09/01/2030 OCT2000-00 $0.00
$6.75 $12.75 $2.88 $36,951.00
$1.00 Single Family N
50562860 7.000 $473,650.00 $472,871.23 $472,871.23 09/01/2000
COLLINS, MICHAEL A 07/28/2000 360 Primary Residence Refinance
1295 CHESTERFIELD Standard N 09/01/1900 67.6643
BIRMINGHAM MI 48009-0000 $3,151.21 08/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,923.00
$1.00 Single Family N
50568070 7.875 $334,000.00 $333,770.14 $333,770.14 10/01/2000
WICKETT, GERARD W 08/31/2000 360 Primary Residence Purchase
2558 EAGLE RUN LANE VIP Relocation N 10/01/1900 80
WESTON FL 33327-0000 $2,421.74 09/01/2030 OCT2000-00 $0.00
$7.88 $12.88 $2.75 $38,596.00
$1.00 Single Family N
50568690 7.500 $208,300.00 $208,145.41 $208,145.41 10/01/2000
FINN, JAMES W 09/01/2000 360 Primary Residence Refinance
6881 BAYTREE COURT Standard N 09/01/1900 65.0938
SHELBY TOWNSHIP MI 48316-0000 $1,456.47 09/01/2030 OCT2000-00 $0.00
$7.50 $13.50 $2.88 $36,951.00
$1.00 Single Family N
50571700 6.875 $185,600.00 $184,762.85 $184,762.85 09/01/2000
KALSO, GEORGE J 08/11/2000 360 Primary Residence Refinance
19784 SCENIC HARBOR Select N 10/01/1900 71.3846
NORTHVILLE MI 48167-1918 $1,219.26 08/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,923.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50572220 7.250 $193,500.00 $193,349.04 $193,349.04 10/01/2000
HUTCHINGS, KEITH P 08/28/2000 360 Primary Residence Refinance
2881 ASPEN RIDGE Standard N 09/01/1900 73.0189
ANN ARBOR MI 48103-0000 $1,320.02 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50579610 7.250 $105,000.00 $104,918.08 $104,918.08 10/01/2000
WERNER, PAUL N 08/18/2000 360 Primary Residence Purchase
41660 GREENBRIAR LANE Standard N 09/01/1900 51.2195
PLYMOUTH MI 48170-0000 $716.29 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50580520 6.875 $100,000.00 $100,000.00 $100,000.00 11/01/2000
GADE, LAWRENCE R 09/06/2000 360 Primary Residence Purchase
17733 PEACOCK Standard N 10/01/1900 42.3729
TINLEY PARK IL 60477-0000 $656.93 10/01/2030 OCT2000-00 $83.53
$6.88 $12.88 $2.88 $36,982.00
$1.00 Single Family N
50581440 7.250 $123,400.00 $123,303.73 $123,303.73 10/01/2000
LEONARD, PAUL D 08/24/2000 360 Primary Residence Refinance
827 DAVIS ROAD EAST Select N 09/01/1900 57.3953
HOWELL MI 48843-7850 $841.81 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50581830 7.250 $296,600.00 $296,368.62 $296,368.62 10/01/2000
LUCZYNSKI, RONE M 08/24/2000 360 Primary Residence Refinance
6644 DEER RIDGE Standard N 09/01/1900 78.0526
CLARKSTON MI 48348-0000 $2,023.34 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50581870 7.250 $220,000.00 $219,655.72 $219,655.72 09/01/2000
ANDERSON, DAVID B 07/28/2000 360 Primary Residence Purchase
1397 KENTFIELD DRIVE Select N 10/01/1900 59.7654
ROCHESTER MI 48307-0000 $1,500.79 08/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,923.00
$1.00 Single Family N
50587120 7.750 $240,000.00 $239,830.61 $239,830.61 10/01/2000
ZAIDAN, JONATHAN T 08/14/2000 360 Primary Residence Purchase
687 SOUTHFIELD Standard N 10/01/1900 67.0391
BIRMINGHAM MI 48009-0000 $1,719.39 09/01/2030 OCT2000-00 $0.00
$7.75 $13.75 $2.88 $36,951.00
$1.00 Single Family N
50587670 7.250 $181,150.00 $181,008.68 $181,008.68 10/01/2000
SUNDERLIN, CHRIS 08/22/2000 360 Primary Residence Refinance
980 NAMPA COURT Select N 10/01/1900 77.4145
TROY MI 48084-0000 $1,235.77 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50587930 6.875 $176,000.00 $175,852.13 $175,852.13 10/01/2000
MIR, HAMID 08/23/2000 360 Primary Residence Purchase
926 CASTLEBAR DR Standard N 10/01/1900 80
ROCHESTER HILLS MI 48309-0000 $1,156.20 09/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,951.00
$1.00 Single Family N
50589790 6.875 $236,150.00 $235,951.60 $235,951.60 10/01/2000
OEHMKE, MARK F 08/22/2000 360 Primary Residence Refinance
41881 PONMEADOW DR Standard N 09/01/1900 66.898
NORTHVILLE MI 48167-2238 $1,551.34 09/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,951.00
$1.00 Single Family N
50592700 7.125 $344,000.00 $343,724.90 $343,724.90 10/01/2000
HODGES, CLIFFORD 08/15/2000 360 Primary Residence Purchase
3096 EASTPOINTE COURT Relocation N 09/01/1900 80
ROCHESTER HILLS MI 48306-0000 $2,317.60 09/01/2030 OCT2000-00 $0.00
$7.13 $13.13 $2.75 $37,865.00
$1.00 Single Family N
50594280 7.250 $289,100.00 $288,874.47 $288,874.47 10/01/2000
PADILLA, STEPHEN A 08/25/2000 360 Primary Residence Refinance
1011 W MAPLE ROAD Standard N 10/01/1900 74.1282
MILFORD MI 48381-0000 $1,972.18 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Condominium N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50594750 7.250 $304,150.00 $303,912.73 $303,912.73 10/01/2000
SPINAZZE, MARY JANE Jane 08/25/2000 360 Primary Residence Refinance
6783 OAKHURST RIDGE ROAD Select N 09/01/1900 49.0565
CLARKSTON MI 48348-0000 $2,074.84 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Condominium N
50603370 6.875 $145,800.00 $145,554.30 $145,554.30 09/01/2000
WARD, CLINTON D 08/15/2000 360 Primary Residence Purchase
9149 INDIAN LAKE ROAD Standard N 09/01/1900 94.9837
HOWELL MI 48843-0000 $957.81 08/01/2030 OCT2000-00 $0.00
$6.88 $12.88 $2.88 $36,923.00
$1.00 Single Family N
50606920 7.250 $260,900.00 $260,696.47 $260,696.47 10/01/2000
BURT, DARYLE F 08/14/2000 360 Primary Residence Purchase
3686 LAKEWOOD SHORES DRIVE Standard N 09/01/1900 89.9966
GENOA MI 48843-0000 $1,779.80 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50611910 7.000 $136,500.00 $136,388.11 $136,388.11 10/01/2000
BROWN, DAVID A 08/25/2000 360 Primary Residence Refinance
15624 STAMFORD ROAD Select N 09/01/1900 58.0851
LIVONIA MI 48154-2835 $908.14 09/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
50613190 7.000 $194,400.00 $193,734.00 $193,734.00 10/01/2000
CABANA, MICHAEL C 08/18/2000 360 Primary Residence Refinance
2203 ZEEB Select N 10/01/1900 67.0345
DEXTER MI 48130-0000 $1,293.35 09/01/2030 OCT2000-00 $503.71
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
50615700 6.500 $328,000.00 $327,703.48 $327,703.48 10/01/2000
BEGOVICH, MARCO J 08/18/2000 360 Primary Residence Purchase
14721 EAST CARLYLE LANE Select N 09/01/1900 80
VERADALE WA 99037-0000 $2,073.19 09/01/2030 OCT2000-00 $0.00
$6.50 $12.50 $2.88 $36,951.00
$1.00 Single Family N
50615740 7.250 $138,300.00 $138,082.23 $138,082.23 10/01/2000
RICHARDS, JEFFREY S 08/30/2000 360 Primary Residence Refinance
9142 APPLE ORCHARD Standard N 10/01/1900 74.7568
FENTON MI 48430-0000 $943.45 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50619050 7.250 $299,000.00 $298,766.75 $298,766.75 10/01/2000
ATTALURI, RAGHURAM 08/28/2000 360 Primary Residence Purchase
47467 WALLINGFORD COURT Select N 09/01/1900 74.9373
CANTON MI 48187-0000 $2,039.71 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50623650 7.250 $80,000.00 $79,937.58 $79,937.58 10/01/2000
CONWAY, JANE M 08/25/2000 360 Primary Residence Refinance
182 PINEWOOD CIRCLE Standard N 09/01/1900 71.4286
PLYMOUTH MI 48170-0000 $545.75 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Condominium N
50624960 7.000 $345,700.00 $345,416.62 $345,416.62 10/01/2000
TAYLOR, JAMES E 08/25/2000 360 Primary Residence Refinance
1070 GUNN ROAD Select N 09/01/1900 41.903
OAKLAND TOWNSHIP MI 48306-0000 $2,299.96 09/01/2030 OCT2000-00 $0.00
$7.00 $13.00 $2.88 $36,951.00
$1.00 Single Family N
50628160 7.250 $87,600.00 $87,531.66 $87,531.66 10/01/2000
MEYNELL, DAVID S 09/01/2000 360 Primary Residence Refinance
17329 ELLEN DR Standard N 09/01/1900 23.5484
LIVONIA MI 48152-0000 $597.59 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
50628180 7.250 $326,800.00 $326,545.06 $326,545.06 10/01/2000
NADEAU, PAUL M 08/25/2000 360 Primary Residence Refinance
4753 RAMBLING DR Select N 09/01/1900 53.5738
TROY MI 48098-0000 $2,229.36 09/01/2030 OCT2000-00 $0.00
$7.25 $13.25 $2.88 $36,951.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
50639020 7.250 $166,000.00 $166,000.00 $166,000.00 11/01/2000
HODGE, THOMAS B 09/01/2000 360 Primary Residence Purchase
15478 E TELEGRAPH DR Standard N 10/01/1900 60.1449
FOUNTAIN HILLS AZ 85268-0000 $1,132.42 10/01/2030 OCT2000-00 $128.73
$7.25 $13.25 $2.88 $36,982.00
$1.00 Single Family N
60000145 6.375 $399,600.00 $393,436.43 $393,436.43 07/01/1999
HARRINGTON, JAMES L 05/27/1999 360 Primary Residence Purchase
20 SANDSTONE Standard N 09/01/1900 80
IRVINE CA 92604-0000 $2,492.98 06/01/2029 OCT2000-00 $0.00
$6.38 $11.38 $2.75 $38,869.00
$1.00 PUD N
60000197 7.000 $410,000.00 $403,151.60 $403,151.60 08/01/1999
ROBERTSHAW, HARRY EDWIN 06/14/1999 360 Primary Residence Purchase
4408 MILLPOINT ROAD Standard N 09/01/1900 74.545
GREENSBORO NC 27406-0000 $2,727.75 07/01/2029 OCT2000-00 $1,586.75
$7.00 $12.00 $2.75 $39,995.00
$1.00 Single Family N
60000341 7.375 $850,000.00 $839,219.51 $839,219.51 08/01/1999
FODOR, THOMAS 06/25/1999 360 Primary Residence Refinance
54 RIBAUT DRIVE Standard N 09/01/1900 48.57
HILTON HEAD ISLAND SC 29928-0000 $5,870.74 07/01/2029 OCT2000-00 $646.10
$7.38 $13.38 $2.75 $37,438.00
$1.00 PUD N
60001401 7.250 $367,200.00 $363,330.22 $363,330.22 10/01/1999
KOMMERA, SRINIVAS R 08/24/1999 360 Primary Residence Purchase
19411 REVERE STREET Standard N 10/01/1900 90
CERRITOS CA 90703-0000 $2,504.96 09/01/2029 OCT2000-00 $7.72
$7.25 $12.13 $2.75 $38,231.00
$1.00 Single Family Y
60001658 7.750 $300,000.00 $297,366.89 $297,366.89 11/01/1999
MILLER, MARK J 09/20/1999 360 Primary Residence Purchase
508 LATIGO ROW Standard N 09/01/1900 29.2683
ENCINITAS CA 92024-0000 $2,149.24 10/01/2029 OCT2000-00 $0.00
$12.75 $2.75 $38,261.00
$1.00 Single Family N
60002136 8.125 $622,350.00 $621,940.02 $621,940.02 02/01/2000
RAY, RONALD D 12/21/1999 360 Primary Residence Purchase
5602 NORMANDY DRIVE Standard N 10/01/1900 79.9946
COLLEYVILLE TX 76034-0000 $4,211.07 01/01/2030 OCT2000-00 $432.56
$8.13 $13.13 $2.75 $40,179.00
$1.00 PUD N
60002145 7.875 $489,600.00 $486,486.70 $486,486.70 02/01/2000
MURPHY, KENNETH L 12/16/1999 360 Primary Residence Purchase
793 MAIN ST Standard N 09/01/1900 80
NORWELL MA 02061-0000 $3,549.94 01/01/2030 OCT2000-00 $0.01
$7.88 $12.88 $2.75 $38,353.00
$1.00 Single Family Y
60002661 7.500 $500,000.00 $497,738.51 $497,738.51 05/01/2000
JEFFERIS, RICHARD H 03/24/2000 360 Primary Residence Purchase
2731 NOTTINGHAM ROAD Standard N 09/01/1900 78.9889
HOUSTON TX 77005-2421 $3,496.07 04/01/2030 OCT2000-00 ($0.01)
$7.50 $13.50 $2.88 $36,982.00
$1.00 Single Family N
65201894 7.875 $446,000.00 $443,208.71 $443,208.71 03/01/2000
KETABIAN, RASSOUL 01/11/2000 360 Primary Residence Purchase
6735 FOLLETTE ST Standard N 09/01/1900 74.9579
CARLSBAD CA 92009-0000 $3,233.81 02/01/2030 OCT2000-00 $276.85
$7.88 $12.88 $2.75 $38,384.00
$1.00 Single Family N
65202870 7.625 $266,000.00 $264,425.05 $264,425.05 03/01/2000
CARDIEL, JAMIE R 01/25/2000 360 Primary Residence Purchase
24 ABILENE DRIVE Standard N 09/01/1900 95
TRABUCO CANYON AREA CA 92678-0000 $1,882.74 02/01/2030 OCT2000-00 $0.00
$7.63 $12.63 $2.75 $38,384.00
$1.00 Single Family N
65204854 8.375 $374,000.00 $372,580.61 $372,580.61 05/01/2000
BROOKSBANK, HEATHER A 03/07/2000 360 Primary Residence Purchase
470 TABOR DRIVE Standard N 09/01/1900 85
SCOTTS VALLEY CA 95066-0000 $2,842.68 04/01/2030 OCT2000-00 ($0.01)
$8.38 $13.38 $2.75 $38,443.00
$1.00 Single Family N
Loan ID Rate Orig Amount Issue Date Bal Current UPB First Pay Date
Borrower Name Note Date Orig Term Occupancy Purpose
Street Address Processing Style Buydown Ind Paid to Date LTV
City State Zip P & I Maturity Date Issue Date Unsched Pmnts
Initial Rate Life Cap Margin Next Change Date
Units Property Type Convertible
65204940 7.750 $315,000.00 $313,413.24 $313,413.24 04/01/2000
CULLINAN, WILLIAM E 02/24/2000 360 Primary Residence Purchase
16 TRIESTE Standard N 10/01/1900 56.5529
IRVINE CA 92606-0000 $2,256.70 03/01/2030 OCT2000-00 $0.01
$7.75 $12.75 $2.75 $38,412.00
$1.00 Single Family N
65205094 8.375 $480,480.00 $478,656.55 $478,656.55 05/01/2000
HUNTLEY, W JON J 03/10/2000 360 Primary Residence Purchase
1054 EAST MAGNOLIA BLVD Standard N 10/01/1900 80
BURBANK CA 91501-0000 $3,652.00 04/01/2030 OCT2000-00 ($0.01)
$8.38 $13.38 $2.75 $38,443.00
$1.00 Single Family N
65206369 8.125 $402,400.00 $400,793.66 $400,793.66 05/01/2000
SINGH, RABINDRA 03/01/2000 360 Primary Residence Purchase
337 FAY WAY Standard N 10/01/1900 80
MOUNTAIN VIEW CA 94043-0000 $2,987.81 04/01/2030 OCT2000-00 $0.00
$8.13 $13.13 $2.75 $38,443.00
$1.00 Single Family N
65206992 7.750 $440,000.00 $436,996.32 $436,996.32 05/01/2000
CHO, SUNG J 03/10/2000 360 Primary Residence Purchase
1011 HILLCREST BOULEVARD Standard N 10/01/1900 77.1929
MILLBRAE CA 94030-0000 $3,152.22 04/01/2030 OCT2000-00 $841.89
$7.75 $12.75 $2.75 $38,443.00
$1.00 Single Family N
65207939 8.250 $268,000.00 $266,778.74 $266,778.74 04/01/2000
STADELMAN, EDWIN E 02/29/2000 360 Primary Residence Refinance
13 DELAMESA WEST Standard N 09/01/1900 80
IRVINE CA 92620-0000 $2,013.40 03/01/2030 OCT2000-00 $0.00
$8.25 $13.25 $2.75 $38,412.00
$1.00 Single Family N
65209886 8.000 $360,000.00 $358,274.66 $358,274.66 06/01/2000
MARIN, JEFF S 04/07/2000 360 Primary Residence Purchase
18117 JAGUAR COURT Standard N 10/01/1900 87.8048
TARZANA CA 91356-0000 $2,641.56 05/01/2030 OCT2000-00 $199.99
$8.00 $13.00 $2.75 $38,473.00
$1.00 Single Family N
68500437 8.250 $305,000.00 $304,186.55 $304,186.55 07/01/2000
BRINGS, HANS A 05/24/2000 360 Primary Residence Purchase
230 SENLAC HILLS DRIVE Standard N 10/01/1900 100
CHAGRIN FALLS OH 44022-0000 $2,291.37 06/01/2030 OCT2000-00 $27.22
$8.38 $13.25 $2.75 $38,504.00
$1.00 Single Family N
</TABLE>
<PAGE>
EXHIBIT F
FORM OF REQUEST FOR RELEASE
To: Escrow Bank USA
100 Witmer Road
Horsham, Pennsylvania 19044
Attn: [__________]
Re: Custodial Agreement dated as of October 27, 2000 by and among
GMAC Mortgage Corporation, as Servicer, Wells Fargo Bank
Minnesota, N.A., as Trustee and Escrow Bank USA, as Custodian
In connection with the administration of the Mortgage Loans held
by you, as Custodian, pursuant to the above-captioned Custodial Agreement, we
request the release, and hereby acknowledge receipt, of the Custodian's Mortgage
File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reasons for Requesting Documents (check one):
__________1. Mortgage Paid in Full
___________2. Foreclosure
___________3. Substitution
___________4. Other Liquidation
___________5. Non-liquidation
By: _____________________________
(authorized signer)
Servicer: _______________________
Address: ________________________
Date: ___________________________
Custodian
<PAGE>
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 2000-J5, Class R-__ (the
"Owner")), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of ___________] [the United States], on behalf of
which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or an
electing large partnership as of [date of transfer] within the meaning of
Sections 860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986,
as amended (the "Code") or an electing large partnership under Section 775(a) of
the Code, (ii) will endeavor to remain other than a disqualified organization
for so long as it retains its ownership interest in the Class R-__ Certificates,
and (iii) is acquiring the Class R-__ Certificates for its own account or for
the account of another Owner from which it has received an affidavit and
agreement in substantially the same form as this affidavit and agreement. (For
this purpose, a "disqualified organization" means an electing large partnership
under Section 775 of the Code, the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of
Class R-__ Certificates to disqualified organizations or electing large
partnerships, under the Code, that applies to all transfers of Class R-__
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
(or, with respect to transfers to electing large partnerships, on each such
partnership), or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person (other than with respect to transfers to electing large
partnerships) otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R-__ Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
<PAGE>
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R-__ Certificates if either the pass-through entity is an electing large
partnership under Section 775 of the if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
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
G-1-2
<PAGE>
and for the benefit of the person from whom it acquired the Class R-__
Certificate that the Owner intends to pay taxes associated with holding such
Class R-__ Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R-__
Certificate.
13. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class
R-__ Certificates remain outstanding.
14. The Purchaser is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
G-1-3
<PAGE>
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 27th day of October, 2000.
[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 27th day of October, 2000.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the day of ,
20 .
G-1-4
<PAGE>
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
, 20
------------- ----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: Residential Asset Mortgage Products, Inc., Series 2000-J5
Re: GMACM Mortgage Pass-Through Certificates,
Series 2000-J5, 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 2000-J5, Class R-__ (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of October 27, 2000 among
Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as servicer, and Wells Fargo Bank Minnesota, N.A., as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or collection of
any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and
the Servicer a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R-__
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both a
United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
<PAGE>
EXHIBIT H-1
FORM OF INVESTOR REPRESENTATION LETTER
__________ , 20 ____
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc. Series 2000-J5
RE: GMACM Mortgage Pass-Through Certificates,
Series 2000-J5, [Class B-[ ]]
Ladies and Gentlemen:
__________________ (the "Purchaser") intends to purchase from
_________________(the "Seller") $___________ Initial Certificate Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2000-J5, Class (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of October 27, 2000 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.
<PAGE>
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 October 27, 2000,
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-1-2
<PAGE>
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (a "Plan"),
or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan within the meaning of the Department of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60), and conditions set forth in Sections I
and III of PTCE 95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Servicer that the Purchaser
will not transfer such Certificates to any Plan or person unless such Plan or
person meets the requirements set forth in either 6(a) or (b) above.
Very truly yours,
By:
Name:
Title:
H-1-3
<PAGE>
EXHIBIT H-2
FORM OF ERISA REPRESENTATION LETTER
, 200
-------------------------- --
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: GMAC Mortgage Corporation Series 2000-J5
Re: GMACM Mortgage Pass-Through Certificates, Series 2000-J5,
[Class M-[ ]] [Class B-[ ]]
Ladies and Gentlemen:
_____________________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $_______________ Initial Certificate Principal
Balance of GMACM Mortgage Pass-Through Certificates, Series 2000-J5, [Class M- ,
Class B-___] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of October 27, 2000,
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer (the "Servicer") and Wells Fargo Bank
Minnesota, N.A., as (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 either:
(a) The Purchaser 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
<PAGE>
(b) The Purchaser 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.
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 (a) or (b) above.
Very truly yours,
By:
Name:
Title:
H-2-2
<PAGE>
EXHIBIT H-3
FORM OF ERISA LEGEND
Each beneficial owner of a book-entry [Class M Certificate] [Class B
Certificate] (or any interest therein) shall be deemed to have represented, by
virtue of its acquisition or holding of such Certificate (or interest therein),
that either:
(a) it 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; or
(b) (i) the transferee is an insurance company, (ii) the source
of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.
Any purported beneficial owner of a book-entry [Class M/B Certificate]
(or interest therein) to whom either (a) or (b) above does not apply 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 its
acquisition or holding of such Certificate.
H-2-3
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
, 20
------------- --
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: Residential Asset Mortgage Products, Inc., Series 2000-J5
Re: GMACM Mortgage Pass-Through Certificates,
Series 2000-J5, [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 2000-J5,
Class (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of October 27, 2000,
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer, and Wells Fargo Bank Minnesota, N.A., as
trustee (the "Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
<PAGE>
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller, the
Trustee and the Servicer (as defined in the Pooling and Servicing Agreement (the
"Agreement"), dated as of October 27, 2000 among GMAC Mortgage Corporation as
Servicer, Residential Asset Mortgage Products, Inc. as Company pursuant to
Section 5.02 of the Agreement and Wells Fargo Bank Minnesota, N.A., 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.
<PAGE>
(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
<PAGE>
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
<PAGE>
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.
J-4
<PAGE>
-- Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency
of a State or territory or the District of Columbia.
-- State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
-- ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
-- Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
-- SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.
-- Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
-- Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit
of its employees, or (b) employee benefit plans within the meaning of Title
I of the Employee Retirement Income Security Act of 1974, but is not a
trust fund that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
J-5
<PAGE>
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer
for the account of a third party (including any separate account) in reliance
on Rule 144A, the Buyer will only purchase for the account of a third party
that at the time is a "qualified institutional buyer" within the meaning of
Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently meets
the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
J-6
<PAGE>
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such
securities was used.
-- The Buyer owned $ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A).
-- The Buyer is part of a Family of Investment Companies which owned
in the aggregate $ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue
of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will
continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer's own account.
J-7
<PAGE>
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
J-8
<PAGE>
EXHIBIT K
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
, 20
------------ --------
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: Residential Asset Mortgage Products, Inc., Series 2000-J5
Re: GMACM Mortgage Pass-Through Certificates, Series 2000-J5
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment
by Wells Fargo Bank Minnesota, N.A. (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 October 27, 2000
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer, and the Trustee. All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Lender hereby certifies, represents and warrants to,
and covenants with, the Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
EXHIBIT L
[reserved]
<PAGE>
EXHIBIT M
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and
(b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans after
giving effect to the distribution of principal on such Distribution Date;
(vi) the Guaranteed Distribution for such Distribution Date, and the
respective portions thereof allocable to principal and interest for the
Insured Certificates;
(vii) the amount of any FSA Insurance Payment made on such Distribution Date,
the amount of any reimbursement payment made to Financial Security on
such Distribution Date pursuant to Section 4.02(a)(xvi) and the amount
of Cumulative Insurance Payments after giving effect to any such FSA
Insurance Payment or any such reimbursement payment to Financial
Security;
(viii) the related Subordinate Principal Distribution Amount and Prepayment
Distribution Percentage, if applicable;
(ix) 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;
(x) on the basis of the most recent reports furnished to it by the Servicer,
the number, aggregate principal balance and book value of any REO
Properties;
(xi) 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;
<PAGE>
(xii) 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;
(xiii) the Pass-Through Rate with respect to the Class IO Certificates, if any,
thereof;
(xiv)the occurrence of the Credit Support Depletion Date and the Accretion
Termination Date;
(xv) the related Senior Accelerated Distribution Percentage applicable to such
distribution;
(xvi) the related Senior Percentage for such Distribution Date;
(xvii) the amount of Realized Losses allocated on such Distribution Date and
the cumulative amount of Realized Losses as of such Distribution Date;
and
(xviii) if any of the Class M Certificates are held by a Depository, a legend
substantially in the form of Exhibit H-3, referencing such Certificates.
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.
<PAGE>
EXHIBIT N
FORM OF INITIAL CERTIFICATION
October __, 2000
Wells Fargo Bank Minnesota, N.A. GMAC Mortgage Corporation
11000 Broken Land Parkway 100 Witmer Road
Columbia, Maryland 21044 Horsham, Pennsylvania 19044
Financial Security Assurance Inc.
Attention:
__________________________________________________________________________(GMACM
Mortgage Pass-Through Certificates, Series 2000-J5)
Attention: Residential Asset Mortgage Products, Inc., Series 2000-J5
Re: Custodial Agreement dated as of October 27, 2000, by and
among Wells Fargo Bank Minnesota, N.A., as Trustee, GMAC
Mortgage Corporation, as Servicer, and Escrow Bank USA, as
Custodian
Ladies and Gentlemen:
In accordance with Section 2.2 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original lost note affidavit
with a copy of the related Mortgage Note, if available) with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, and it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: all
required documents have been executed and received to the extent required in
Section 2.01(b) of the Pooling Agreement, subject to the provisions of Section
2.01(c) of the Pooling Agreement, and that such documents related to the
Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized terms used herein that are not otherwise defined
shall have the meanings assigned thereto in the above-captioned Custodial
Agreement.
ESCROW BANK USA, as Custodian
By:
Name:
Title:
<PAGE>
EXHIBIT O
FORM OF FINAL CERTIFICATION
________, 2000
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
Financial Security Assurance Inc.
Attention:
_____________________________________________________
_____________________(GMACM
Mortgage Pass-Through Certificates, Series 2000-J5)
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc., Series 2000-J5
Re: Custodial Agreement dated as of October 27, 2000, by and
among Wells Fargo Bank Minnesota, N.A., as Trustee, GMAC
Mortgage Corporation, as Servicer, and Escrow Bank USA, as
Custodian
Ladies and Gentlemen:
In accordance with the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed without recourse in blank, or in the
name of the Trustee as trustee, and signed by an authorized officer (which
endorsement shall contain either an original signature or a facsimile
signature of an authorized officer of the Seller, and if in the form of an
allonge, the allonge shall be stapled to the Mortgage Note), with all
intervening endorsements showing a complete chain of title from the
originator to the Seller. If the Mortgage Loan was acquired by the endorser
in a merger, the endorsement must be by "___________, successor by merger
to [name of predecessor]." If the Mortgage Loan was acquired or originated
by the endorser while doing business under another name, the endorsement
must be by "__________formerly known as [previous name]";
<PAGE>
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage
Loan, if the Mortgage is registered on the MERS(R) System, and language
indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is
a MOM Loan, with evidence of recording indicated thereon or a copy of
the Mortgage certified by the public recording office in which such
Mortgage has been recorded;
(iii)The original of any guarantee executed in connection with the Mortgage
Note, if applicable;
(iv) Any rider or the original of any modification agreement executed in
connection with the related Mortgage Note or Mortgage, with evidence of
recording if required by applicable law;
(v) Unless the Mortgage Loan is registered on the MERS(R)System, an original
Assignment or Assignments of the Mortgage (which may be included in a
blanket assignment or assignments) from the Seller to "Wells Fargo Bank
Minnesota, N.A., as Trustee under that certain Pooling and Servicing
Agreement dated as of October 27, 2000, for GMACM Mortgage Pass-Through
Certificates, Series 2000-J5" c/o the Servicer at an address specified by
the Servicer, and signed by an authorized officer, which assignment shall
be in form and substance acceptable for recording. If the Mortgage Loan was
acquired by the assignor in a merger, the assignment must be by " ,
successor by merger to [name of predecessor]". If the Mortgage Loan was
acquired or originated by the assignor while doing business under another
name, the assignment must be by " formerly known as [previous name]";
(vi) Originals of all intervening assignments of mortgage, which together
with Mortgage shows a complete chain of title from the originator to the
Seller (or to MERS, if the Mortgage Loan is registered on the MERS(R)
System, and which notes the presence of a MIN), with evidence of
recording thereon;
(vii)The original mortgagee policy of title insurance, including riders and
endorsements thereto, or if the policy has not yet been issued, (i) a
written commitment or interim binder for title issued by the title
insurance or escrow company dated as of the date the Mortgage Loan was
funded, with a statement by the title insurance company or closing attorney
that the priority of the lien of the related Mortgage during the period
between the date of the funding of the related Mortgage Loan and the date
of the related title policy (which title policy shall be dated the date of
recording of the related Mortgage) is insured, (ii) a preliminary title
report issued by a title insurer in anticipation of issuing a title
insurance policy which evidences existing liens and gives a preliminary
opinion as to the absence of any encumbrance on title to the Mortgaged
Property, except liens to be removed on or before purchase by the Mortgagor
or which constitute customary exceptions acceptable to lenders generally or
(iii) other evidence of title insurance acceptable to Fannie Mae or Freddie
Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
Seller/Servicer Guide, respectively;
(viii) A certified true copy of any power of attorney, if applicable; and
O-2
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(ix) Originals of any security agreement, chattel mortgage or the equivalent
executed in connection with the Mortgage, if any;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Seller;
(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary
Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to
the Trustee;
(iii) The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition agreement
referenced in clause (iv) above, showing an unbroken chain of title from
the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Seller as debtor, the
Company as secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and the Trustee
as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
ESCROW BANK USA, as Custodian
By:
Name:
Title:
<PAGE>
