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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported): April 28, 2000
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC. (as company under a Pooling and
Servicing Agreement dated as of April 28, 2000 providing for, inter alia, the
issuance of GMACM Mortgage Pass-Through Certificates, Series 2000-J1)
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
-----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-91561 41-1955181
- ---------------------------- ----------- -----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Boulevard, Suite 600, Minneapolis, MN 55437
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (612) 832-7000
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(Former name or former address, if changed since last report)
Exhibit Index located on Page 4
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<PAGE>
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits (executed copies): The following execution copies of Exhibits to
the Form S-3 Registration Statement of the Registrant are hereby filed:
10.1 Pooling and Servicing Agreement, dated as of April 28, 2000, among
Residential Asset Mortgage Products, Inc., as company, GMAC Mortgage
Corporation, as servicer, and Norwest Bank Minnesota, National
Association, as trustee.
10.2 Mortgage Loan Purchase Agreement, dated as of April 28, 2000 by and
between GMAC Mortgage Corporation, as seller, and Residential Asset
Mortgage Products, Inc., as purchaser.
10.3 Certificate Guaranty Insurance Policy, together with the Endorsement,
issued by Ambac Assurance Corporation relating to GMACM Mortgage
Pass-Through Certificates, Series 2000-J1, Class A-5.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By: /s/ Patricia C. Taylor
-----------------------
Patricia C. Taylor
Vice President
Dated: May 11, 2000
<PAGE>
Exhibit Index
Exhibit Number Description
- -------------- -----------
10.1 Pooling and Servicing Agreement, dated as of April 28,
2000, among Residential Asset Mortgage Products, Inc., as
company, GMAC Mortgage Corporation, as servicer, and
Norwest Bank Minnesota, National Association, as trustee.
10.2 Mortgage Loan Purchase Agreement, dated as of April 28,
2000 by and between GMAC Mortgage Corporation, as seller,
and Residential Asset Mortgage Products, Inc., as
purchaser.
10.3 Certificate Guaranty Insurance Policy, together with the
Endorsement, issued by Ambac Assurance Corporation relating
to GMACM Mortgage Pass-Through Certificates, Series
2000-J1, Class A-5.
EXHIBIT 10.1
EXECUTION COPY
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RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 28, 2000
GMACM Mortgage Loan Trust 2000-J1
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2000-J1
===================================================================
<PAGE>
TABLE OF CONTENTS
Page
Article I DEFINITIONS.................................................4
Section 1.01. Definitions...........................................4
Section 1.02. Use of Words and Phrases.............................36
Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE
OF CERTIFICATES............................................37
Section 2.01. Conveyance of Mortgage Loans.........................37
Section 2.02. Acceptance by Trustee................................42
Section 2.03. Representations, Warranties and Covenants of
the Servicer and the Company.........................44
Section 2.04. Representations and Warranties of the
Seller...............................................45
Section 2.05. Execution and Authentication of Certificates.........46
Article III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.............47
Section 3.01. Servicer to Act as Servicer..........................48
Section 3.02. Subservicing Agreements Between Servicer
and Subservicers; Enforcement of Subservicers'
and Sellers' Obligations.............................49
Section 3.03. Successor Subservicers...............................49
Section 3.04. Liability of the Servicer............................50
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or Certificateholders........50
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee...................50
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account........................50
Section 3.08. Subservicing Accounts; Servicing Accounts............53
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.............54
Section 3.10. Permitted Withdrawals from the Custodial
Account..............................................54
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.....................56
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage......................57
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments..................................58
Section 3.14. Realization Upon Defaulted Mortgage Loans............60
Section 3.15. Trustee to Cooperate; Release of
Mortgage Files.......................................63
Section 3.16. Servicing and Other Compensation;
Compensating Interest................................64
Section 3.17. Periodic Filings with the Securities and
Exchange Commission; Additional Information..........65
Section 3.18. Annual Statement as to Compliance....................65
Section 3.19. Annual Independent Public Accountants'
Servicing Report.....................................65
Section 3.20. Rights of the Company in Respect of the
Servicer.............................................66
Section 3.21. Administration of Buydown Funds......................66
Article IV PAYMENTS TO CERTIFICATEHOLDERS.............................67
Section 4.01. Payment Account......................................67
i
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Section 4.02. Distributions........................................67
Section 4.03. Statements to Certificateholders.....................77
Section 4.04. Distribution of Reports to the Trustee
and the Company; Advances by the Servicer...........77
Section 4.05. Allocation of Realized Losses........................79
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property................................80
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans................................................80
Section 4.08. Insured Reserve Fund.................................81
Section 4.09. Rounding Account.....................................81
Section 4.10. Principal Distributions on the Insured
Certificates.........................................82
Article V THE CERTIFICATES...........................................87
Section 5.01. The Certificates.....................................87
Section 5.02. Registration of Transfer and Exchange of
Certificates.........................................88
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.........................................94
Section 5.04. Persons Deemed Owners................................94
Section 5.05. Appointment of Paying Agent..........................94
Section 5.06. Optional Purchase of Certificates....................95
Article VI THE COMPANY AND THE SERVICER...............................97
Section 6.01. Respective Liabilities of the Company
and the Servicer.....................................97
Section 6.02. Merger or Consolidation of the Company
or the Servicer; Assignment of Rights and
Delegation of Duties by Servicer.....................97
Section 6.03. Limitation on Liability of the Company,
the Servicer and Others..............................98
Section 6.04. Company and Servicer Not to Resign...................99
Article VII DEFAULT...................................................100
Section 7.01. Events of Default...................................100
Section 7.02. Trustee or Company to Act; Appointment
of Successor........................................101
Section 7.03. Notification to Certificateholders..................103
Section 7.04. Waiver of Events of Default.........................103
Article VIII CONCERNING THE TRUSTEE....................................104
Section 8.01. Duties of Trustee...................................104
Section 8.02. Certain Matters Affecting the Trustee...............105
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans......................................107
Section 8.04. Trustee May Own Certificates........................107
Section 8.05. Servicer to Pay Trustee's Expenses;
Indemnification.....................................107
Section 8.06. Eligibility Requirements for Trustee................108
Section 8.07. Resignation and Removal of the Trustee..............108
Section 8.08. Successor Trustee...................................109
Section 8.09. Merger or Consolidation of Trustee..................110
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.............................................110
Section 8.11. Appointment of Custodians...........................111
Section 8.12. Appointment of Office or Agency.....................111
Article IX TERMINATION...............................................112
ii
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Section 9.01. Termination Upon Purchase by the
Servicer or the Company or Liquidation
of All Mortgage Loans...............................112
Section 9.02. Additional Termination Requirements.................114
Article X REMIC PROVISIONS..........................................115
Section 10.01. REMIC Administration...............................115
Section 10.02. Servicer, REMIC Administrator and
Trustee Indemnification............................118
Section 10.03. Designation of REMIC(s)............................119
Section 10.04. Compliance with Withholding Requirements...........119
Article XI CERTAIN MATTERS REGARDING AMBAC...........................120
Section 11.01. Rights of Ambac to Exercise Rights of
Insured Certificateholders.........................120
Section 11.02. Claims Upon the Ambac Policy; Ambac
Policy Payments Account............................120
Section 11.03. Effect of Payments by Ambac; Subrogations..........121
Section 11.04. Notices and Information to Ambac; Ambac
as Third Party Beneficiary.........................121
Section 11.05. Trustee to Hold Ambac Policy.......................122
Section 11.06. Payment of Insurance Premium.......................122
Article XII MISCELLANEOUS PROVISIONS..................................123
Section 12.01. Amendment..........................................123
Section 12.02. Recordation of Agreement; Counterparts.............124
Section 12.03. Limitation on Rights of Certificateholders.........125
Section 12.04. Governing Law......................................126
Section 12.05. Notices............................................126
Section 12.06. Required Notices to Rating Agency and
Subservicer........................................127
Section 12.07. Severability of Provisions.........................128
Section 12.08. Supplemental Provisions for
Resecuritization...................................128
Section 12.09. Allocation of Voting Rights........................128
iii
<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 B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Mortgage Loan Schedule
Exhibit F: Form of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H-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: Schedule of Discount Fractions
Exhibit M: Information to be Included in Monthly Distribution
Date Statement
Exhibit N: Form of Initial Certification
Exhibit O: Form of Final Certification
Exhibit P: Ambac Policy
<PAGE>
This is the Pooling and Servicing Agreement, dated as of April 28, 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 NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as Trustee
(together with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of Trust Fund, and subject to this Agreement (including the Mortgage
Loans), as a real estate mortgage investment conduit (a "REMIC") for federal
income tax purposes.
<PAGE>
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
Aggregate
Initial
Certificate Standard &
Pass-Through Principal Maturity Poor's / Minimum
Designation Rate Balance Features(1) Date Fitch IBCA Denominations(2)
- ------------ ------------ ----------- ------------------- ---------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Class A-1 7.50% $142,000,000.00 Senior May 25, 2030 AAA/AAA $25,000.00
Senior/Accretion
Class A-2 7.50% $22,640,000.00 Directed February 25, 2008 AAA/AAA $25,000.00
Senior/Accrual/Super
Class A-3 7.50% $28,838,000.00 Senior May 25, 2030 AAA/AAA $25,000.00
Class A-4 7.50% $25,165,000.00 Senior/Lockout May 25, 2030 AAA/AAA $25,000.00
Senior/
Class A-5 7.44% $26,000,000.00 Retail/Insured May 25, 2030 AAA/AAA $1,000.00
Senior/Lockout/
Senior
Class A-6 7.50% $469,000.00 Support May 25, 2030 AAA/AAA $25,000.00
Class PO 0.00% $972,378.01 Senior/Principal May 25, 2030 AAAr/AAA $25,000.00
Only
Class IO Variable $0.00(4) Senior/Interest May 25, 2030 AAAr/AAA (5)
Rate(3) Only
Class R 7.50% $100.00 Senior/Residual May 25, 2030 AAA/AAA (6)
Class M-1 7.50% $4,614,600.00 Mezzanine May 25, 2030 NA/AA $25,000.00
Class M-2 7.50% $2,178,900.00 Mezzanine May 25, 2030 NA/A $250,000.00
Class M-3 7.50% $1,281,700.00 Mezzanine May 25, 2030 NA/BBB $250,000.00
Class B-1 7.50% $897,200.00 Subordinate May 25, 2030 NA/BB $250,000.00
Class B-2 7.50% $640,800.00 Subordinate May 25, 2030 NA/B $250,000.00
Class B-3 7.50% $640,901.66 Subordinate May 25, 2030 NA/NA $250,000.00
</TABLE>
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $256,338,579.67.
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1 The Certificates, other than the Class PO, Class IO, Class B and Class R
Certificates shall be Book-Entry Certificates. The Class PO, Class IO,
Class B and Class R Certificates shall be delivered to the holders thereof
in physical form.
2 The Certificates, other than the Class IO and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance) and integral multiples of $1 (or $1,000 in
the case of the Class PO, Class B-1, Class B-2 and Class B-3 Certificates)
in excess thereof, except that one Certificate of any of the Class PO and
Class B-1, Class B-2 and Class B-3 Certificates that contain an uneven
multiple of $1,000 shall be issued in a denomination equal to the sum of
the related minimum denomination set forth above and such uneven multiple
for such Class or the sum of such denomination and an integral multiple of
$1,000.
3 With respect to the Class IO Certificates and any Distribution Date, a rate
equal to the weighted average of the Pool Strip Rate weighted on the basis
of the respective Stated Principal Balances of such Mortgage Loans as of
the day immediately preceding such Distribution Date (or, with respect to
the initial Distribution Date, at the close of business on the Cut-off
Date). The initial Pass-Through Rate for the Class IO Certificates shall be
equal to 0.280521%.
4 The initial Notional Amount for the Class IO Certificates shall be equal to
$256,338,579.67.
5 The Class IO Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest.
6 The Class R Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest; provided, however, that one Class R
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 0.01%.
2
<PAGE>
In consideration of the mutual agreements herein contained, the Company,
the Servicer and the Trustee agree as follows:
3
<PAGE>
Article I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates: The Class A-2 Certificates.
Accretion Termination Date: The earlier to occur of (i) the Distribution
Date on which the Certificate Principal Balance of the Accretion Directed
Certificates has been reduced to zero and (ii) the Credit Support Depletion
Date.
Accrual Distribution Amount: With respect to each Distribution Date on or
prior to the Accretion Termination Date, an amount equal to the amount of
Accrued Certificate Interest on the Class A-3 Certificates for such date, which
will be added to the Certificate Principal Balance thereof pursuant to Section
4.02(b)(ii); provided that, with respect to each Distribution Date on or after
the Accretion Termination Date, the entire Accrued Certificate Interest on the
Class A-3 Certificates for such date will be payable to the Class A-3
Certificateholders pursuant to Section 4.02(a)(i) hereof to the extent that
payments are not required to fully reduce the Accretion Directed Certificates to
zero on the Accretion Termination Date; and provided further, that if the
Accretion Termination Date is the Credit Support Depletion Date, the entire
amount of Accrued Certificate Interest for that date will be payable to the
Class A-3 Certificateholders pursuant to Section 4.02(a)(i) hereof.
Accrued Certificate Interest: With respect to each Distribution Date, as to
any Class of Certificates (other than any Class PO Certificates), interest
accrued during the related Interest Accrual Period at the related Pass-Through
Rate on the Certificate Principal Balance or Notional Amount thereof immediately
prior to such Distribution Date. Accrued Certificate Interest will be calculated
on the basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans (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 (A) previously made with
respect to a Mortgage Loan or REO Property which remained unreimbursed
following Cash Liquidation or REO Disposition of such Mortgage Loan or
REO Property or (B) made with respect to delinquencies that were
ultimately determined to be Excess
4
<PAGE>
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor pursuant
to the Relief Act,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding sentence that are allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Advance: As to any Mortgage Loan, any advance made by the Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation.
Ambac Default: The existence and continuance of a failure by Ambac to make
a payment required under the Ambac Policy in accordance with its terms.
Ambac Insurance Payment: Any payment made by Ambac with respect to the
Insured Certificates under the Ambac Policy.
Ambac Policy: The Certificate Guaranty Insurance Policy (No. AB0356BE)
issued by Ambac for the benefit of the Holders of the Insured Certificates,
including any endorsements thereto, attached as Exhibit P.
Ambac Policy Payments Account: The account established pursuant to Section
11.02(b) hereof.
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
5
<PAGE>
Prepayment Period, and (ii) payments which represent early receipt of
scheduled payments of principal and interest due on a date or dates
subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be, provided that if permitted by the applicable underwriting standards
of the Seller, the Appraised Value shall be the value of the Mortgaged Property
as stated by the Mortgagor.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount equal
to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in
the Custodial Account as of the close of business on the immediately preceding
Determination Date and amounts deposited in the Custodial Account in connection
with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Payment Account Deposit Date,
(iii) any amount deposited in the Payment Account on the related Payment Account
Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any
amount deposited in the Payment Account pursuant to Section 4.07, and (v) any
amount that the Servicer is not permitted to withdraw from the Custodial Account
pursuant to Section 3.16(e), reduced by (b) the sum as of the close of business
on the immediately preceding Determination Date of (w) aggregate Foreclosure
Profits, (x) the Amount Held for Future Distribution and (y) amounts permitted
to be withdrawn by the Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$110,000 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
6
<PAGE>
preceding such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all the Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool which had an original
Loan-to-Value Ratio of 80% or greater that would result if the Net
Mortgage Rate thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the
Relevant Anniversary less 1.25% per annum, (y) a number equal to the
weighted average remaining term to maturity, in months, of all
Non-Primary Residence Loans remaining in the Mortgage Pool as of the
Relevant Anniversary, and (z) one plus the quotient of the number of
all Non-Primary Residence Loans remaining in the Mortgage Pool divided
by the total number of Outstanding Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary, and (ii) $50,000, over (2) the
aggregate amount of Bankruptcy Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05 since
the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency (without giving effect to the
Ambac Policy in the case of the Class A-5 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 (ii) provide a copy of such written
confirmation to the Trustee and to Ambac.
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.
7
<PAGE>
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.
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 M, Class B or Class R Certificate.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, and , in respect of the Insured
Certificates, Ambac to the extent of Cumulative Insurance Payments, except that
neither a Disqualified Organization nor a Non-United States Person shall be a
holder of a Class R Certificate for purposes hereof and, solely for the purpose
of giving any consent or direction pursuant to this Agreement, any Certificate,
other than a Class R Certificate, registered in the name of the Company, the
Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; PROVIDED, HOWEVER, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Class IO Certificate), on any date of determination, an amount equal to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
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(ii)in the case of each Class A-3 Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination, minus
(iii)the sum of (x) the aggregate of all amounts previously distributed
with respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof pursuant
to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection
with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, however, that solely for the purpose of determining Ambac's rights as
subrogee, the Certificate Principal Balance of any Insured Certificate shall be
deemed to not be reduced by any principal amounts paid to the Holder thereof
from Ambac Insurance Payments, unless such amounts have been reimbursed to Ambac
pursuant to Section 4.02 (a)(xvi) or Section 4.02(f); and provided, that the
Certificate Principal Balance of the Class of Subordinate Certificates with the
Lowest Priority at any given time shall be calculated to equal the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding.
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, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class IO and Class PO Certificates, executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable.
Class B Certificate: Any one of the Certificates designated as a Class B-1
Certificate, Class B-2 Certificate or Class B-3 Certificate.
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.
Class PO Certificate: Any one of the Certificates designated as a Class PO
Certificate, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-3.
Class PO Collection Shortfall: With respect to the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of
the amount described in Section 4.02(b)(i)(C)(1) over the amount described in
Section 4.02(b)(i)(C)(2).
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Class PO Principal Distribution Amount: As defined in Section 4.02.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: April 28, 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.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
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 Norwest Center, Sixth and Marquette,
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Minneapolis, Minnesota 55479-1026, Attention: Corporate Trust, GMACM Mortgage
Pass-Through Certificates, Series 2000-J1.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
Cumulative Insurance Payments: As of any time of determination, the
aggregate of all Ambac Insurance Payments previously made by Ambac under the
Ambac Policy minus the aggregate of all payments previously made to Ambac
pursuant to Sections 4.02(a)(xvi) and 4.02(f) hereof as reimbursement for Ambac
Insurance Payments.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07, into which the amounts set forth in Section 3.07 shall
be deposited directly.
Custodial Agreement: An agreement that may be entered into among the
Servicer, the Trustee and a Custodian pursuant to which the Custodian will hold
certain documents relating to the Mortgage Loans on behalf of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: April 1, 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.
Deceased Owner: A Certificate Owner of an Insured Certificate who was
living at the time such interest was acquired and whose authorized personal
representative, surviving tenant by the entirety, surviving joint tenant or
surviving tenant in common or other person empowered to act on behalf of a
deceased Certificate Owner causes to be furnished to the Depository evidence of
death satisfactory to the Depository Participant and any tax waivers requested
by the Depository Participant.
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.
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Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59
days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 15th day (or
if such 15th day is not a Business Day, the Business Day immediately following
such 15th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as on Exhibit L attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: 7.50% per annum.
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Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
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 (without giving effect to the
Ambac Policy in the case of the Class A-5 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).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of
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Accrued Certificate Interest on the Senior Certificates, (ii) the Senior
Principal Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D) hereof), (iii) the Class PO Principal Distribution Amount
(determined without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and
Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the aggregate Certificate Principal Balance of the Class of Subordinate
Certificates then outstanding with the Lowest Priority is to be reduced to zero
and on which Realized Losses are to be allocated to such class or classes, the
excess, if any, of (i) the amount that would otherwise be distributable in
respect of principal on such class or classes of Certificates on such
Distribution Date over (ii) the excess, if any, of the aggregate Certificate
Principal Balance of such class or classes of Certificates immediately prior to
such Distribution Date over the aggregate amount of Realized Losses to be
allocated to such classes of Certificates on such Distribution Date as reduced
by any amount calculated pursuant to Section 4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending or
expected attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or
air forces; or
2. by military, naval or air forces; or
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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.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch IBCA: Fitch IBCA, Inc. or its successor in interest.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
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determination and (Y) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
any Class of Certificates by such Rating Agency (without giving effect to the
Ambac Policy in the case of the Class A-5 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 (ii) provide a copy of such written
confirmation to the Trustee and to Ambac.
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 Mortgage Corporation: GMAC Mortgage Corporation, a Pennsylvania
corporation, in its capacity as seller of the Mortgage Loans to the Company, and
any successor thereto.
Guaranteed Distribution: With respect to the Class A-5 Certificates as of
any Distribution Date (after application of amounts in the Insured Reserve Fund
and any Compensating Interest allocated to the Class A-5 Certificates), the
distribution to be made to the Holders of the Class A-5 Certificates in an
aggregate amount equal to the sum of (1) the Accrued Certificate Interest
thereon, (2) the principal portion of any Realized Losses allocated to the Class
A-5 Certificates on such Distribution Date, and (3) the Certificate Principal
Balance of the Class A-5 Certificates to the extent unpaid on the final
Distribution Date or earlier termination of the Trust Fund pursuant to the terms
of the Agreement.
Highest Priority: As of any date of determination, the Class of Subordinate
Certificates then outstanding with the earliest priority for payments pursuant
to Section 4.02(a), in the following order: Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Servicer or the Trustee as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.
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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.
Individual Insured Certificate: An Insured Certificate that evidences
$1,000 Initial Certificate Principal Balance.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Preliminary Statement hereto.
Initial Subordinate Class Percentage: Initial Subordinate Class Percentage:
With respect to each Class of Subordinate Certificates, an amount which is equal
to the initial aggregate Certificate Principal Balance of such Class of
Subordinate Certificates divided by the aggregate Stated Principal Balance of
all the Mortgage Loans as of the Cut-off Date as follows:
Class M-1: 1.80% Class B-1: 0.35%
Class M-2: 0.85% Class B-2: 0.25%
Class M-3: 0.50% Class B-3: 0.25%
Insurance Premium: With respect to the Ambac Policy and any Distribution
Date, an amount equal to one-twelfth (1/12) of 0.06% of the Certificate
Principal Balance of the Insured Certificates immediately prior to such
Distribution Date.
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 (excluding the Ambac Policy), 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.
Insured Certificateholder: A Holder of an Insured Certificate.
Insured Certificates: Any one of the Class A-5 Certificates.
Insured Reserve Fund: The account established and maintained pursuant to
Section 4.08 herein.
Insured Reserve Withdrawal: As defined in Section 4.08.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of
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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.
Living Owner: A Certificate Owner of an Insured Certificate other than a
Deceased Owner.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Certificates: Any one of the Class A-4 Certificates and Class A-6
Certificates.
Lockout Percentage: With respect to any Distribution Date occurring prior
to the Distribution Date in May 2005, 0%. With respect to any Distribution Date
thereafter, the percentage indicated below:
Distribution Date Lockout Distribution Percentage
- ---------------------------- -------------------------------------
May 2005 through April 2006 30%
May 2006 through April 2007 40%
May 2007 through April 2008 60%
May 2008 through April 2009 80%
May 2009 and thereafter 100%
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of Subordinate
Certificates then outstanding with the latest priority for payments pursuant to
Section 4.02(a), in the following order: Class B-3, Class B-2, Class B-1, Class
M-3, Class M-2 and Class M-1 Certificates.
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Maturity Date: With respect to each Class of Certificates, other than the
Class A-2 Certificates, May 25, 2030, which is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan. With respect
to the Class A-2 Certificates, February 25, 2008, which is the date on which the
Certificate Principal Balance of the Class A-2 Certificates is reduced to zero,
assuming, among other things that no prepayments, no Realized Losses and no
Prepayment Interest Shortfalls occur with respect to the Mortgage Loans.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee
of such Mortgage Loan, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
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
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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;
(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 Mortgage Rate as of the Cut-off Date;
(j) the occupancy status;
(k) the purpose of the Mortgage Loan;
(l) the paid-through date of the Mortgage Loan;
(m) the documentation type; and
(n) 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: As to each Mortgage Loan, the related Mortgage Rate
minus the sum of (1) the Servicing Fee Rate and (2) the Trustee Fee Rate.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
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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, the
Trustee and Ambac promptly following such determination.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of any Distribution Date, with respect to any Class IO
Certificates, the aggregate Stated Principal Balance of the Mortgage Loans
immediately prior to such date.
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 the 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.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other than the
Class IO and the Class PO Certificates), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rates set forth in the Preliminary Statement hereto. With respect to the Class
IO Certificates and any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans as of
the Due Date in the related Due Period, weighted on the basis of the respective
Stated Principal Balances
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of such Mortgage Loans as of the day immediately preceding such Distribution
Date (or, with respect to the initial Distribution Date, at the close of
business on the Cut-off Date). With respect to the Class IO Certificates and the
initial Distribution Date the Pass-Through Rate is equal to 0.280521% per annum.
The Class PO Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Payment Account: The separate account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "Norwest Bank Minnesota,
National Association, as trustee, in trust for the registered holders of
Residential Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through
Certificates, Series 2000-J1" and which must be an Eligible Account.
Payment Account Deposit Date: As to any Distribution Date, the Business Day
prior thereto.
Percentage Interest: With respect to any Certificate (other than a Class 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 a Class IO 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
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company and the debt obligations of such subsidiary are not separately rated,
the applicable rating shall be that of the bank holding company; and, provided
further that, if the original maturity of such short-term obligations of a
domestic branch of a foreign depository institution or trust company shall
exceed 30 days, the short-term rating of such institution shall be A-1+ in the
case of Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original maturities of
not more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of acquisition has
been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments
that otherwise would constitute Permitted Investments hereunder, including
any such fund that is managed by the Trustee or any affiliate of the
Trustee or for which the Trustee or any of its affiliates acts as an
adviser; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in
writing;
PROVIDED, HOWEVER, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch IBCA,
and references herein to the highest rating available on unsecured commercial
paper and short-term debt obligations shall mean A-1 in the case of Standard &
Poor's, and either A-1 by Standard & Poor's or F-1 by Fitch IBCA in the case of
Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
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Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the
Discount Net Mortgage Rate (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 225% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Subordinate Certificates, under the applicable circumstances
set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in May
2005 (unless the Certificate Principal Balances of the Senior Certificates
(other than the Class PO Certificates) have been reduced to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does not
apply, and on which any Class of Subordinate Certificates are outstanding:
in the case of the Class of Subordinate Certificates then
outstanding with the Highest Priority and each other Class of
Subordinate Certificates for which the related Prepayment Distribution
Trigger has been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of which is the sum
of the Certificate Principal Balances immediately prior to such date
of (1) the Class of Subordinate Certificates then outstanding with the
Highest Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have been
satisfied; and
in the case of each other Class of Subordinate Certificates for
which the Prepayment Distribution Triggers have not been satisfied,
0%; and
(iii)Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a distribution in respect
of principal of any Class or Classes of Subordinate Certificates in an
amount greater than the remaining Certificate Principal Balance thereof
(any such class, a "Maturing Class"), then: (a) the Prepayment Distribution
Percentage of each Maturing Class shall be reduced to a level that, when
applied as described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution Percentage
of each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated
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in accordance with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had been reduced to
zero (such percentage as recalculated, the "Recalculated Percentage"); (c)
the total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall be allocated among
the Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal Balance
of each Maturing Class had not been reduced to zero, plus (2) the related
Adjustment Percentage.
Prepayment Distribution Trigger: With respect to any Distribution Date and
any Class of Subordinate Certificates (other than the Class M-1 Certificates), a
test that shall be satisfied if the fraction (expressed as a percentage) equal
to the sum of the Certificate Principal Balances of such Class and each Class of
Subordinate Certificates with a Lower Priority than such Class immediately prior
to such Distribution Date divided by the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to the sum of the related Initial
Subordinate Class Percentages of such Classes of Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor 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 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.
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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.
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;
(v) comply with each representation and warranty set forth in Section 7.02
of the Purchase Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and
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to have a Discount Fraction equal to the Discount Fraction of the Deleted
Mortgage Loan and (y) in the event that the "Pool Strip Rate" of any Qualified
Substitute Mortgage Loan as calculated pursuant to the definition of "Pool Strip
Rate" is greater than the Pool Strip Rate of the related Deleted Mortgage Loan,
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan shall
be equal to the Pool Strip Rate of the related Deleted Mortgage Loan
for purposes of calculating the Pass-Through Rate on the Class IO
Certificates; and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool Strip
Rate" over the Pool Strip Rate on the related Deleted Mortgage Loan
shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Random Lot: With respect to any Distribution Date, the method by which the
Depository will determine which Insured Certificates will be paid, using its
established random lot procedures or, if the Insured Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.
Rating Agency: Standard & Poor's and Fitch IBCA with respect to the Senior
Certificates and Fitch IBCA with respect to the Class M-1, Class M-2, Class M-3,
Class B-1 and Class B-2 Certificates. If any agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Company, notice of which designation
shall be given to the Trustee and the Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance
of the Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced to Certificateholders up to
the Due Date in the Due Period related to the Distribution Date on
which such Realized Loss will be allocated pursuant to Section 4.05 on
the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or
advanced, minus (iii) the proceeds, if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate and
to principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Servicer or any Subservicer with respect to
related Advances or expenses as to which the Servicer or Subservicer
is entitled to reimbursement thereunder but which have not been
previously reimbursed,
(b) which is the subject of a Servicing Modification, (i) the amount by
which the interest portion of a Monthly Payment or the 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
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in which a Principal Prepayment or the Purchase Price of such Mortgage
Loan is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the difference
between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the amount of
such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Servicer has
notified the Trustee in writing that the Servicer is diligently pursuing any
remedies that may exist in connection with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related Mortgage
Loan is not in default with regard to payments due thereunder or (B) delinquent
payments of principal and interest under the related Mortgage Loan and any
premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage Loan are being advanced on a current
basis by the Servicer or a Subservicer, in either case without giving effect to
any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that
is not collectible from the Mortgagor pursuant to the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Norwest Bank Minnesota, National Association; provided
that if the REMIC Administrator is found by a court of competent jurisdiction to
no longer be able to fulfill its obligations as REMIC Administrator under this
Agreement the Servicer or Trustee acting as Servicer shall appoint a successor
REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary
and final regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
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REO Acquisition: The acquisition by the Servicer on behalf of the Trustee
for the benefit of the Certificateholders of any REO Property pursuant to
Section 3.14.
REO Disposition: As to any REO Property, a determination by the Servicer
that it has received all Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and other payments and recoveries (including proceeds of a final sale) which the
Servicer expects to be finally recoverable from the sale or other disposition of
the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit F hereto, or an electronic request in a form acceptable to the
Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this Agreement
or the related Subservicing Agreement in respect of such Mortgage Loan.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust 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.
Rounding Account: With respect to the Insured Certificates, the account
created and maintained pursuant to Section 4.09.
Rounding Amount: With respect to the Rounding Account, the amount of funds,
if any, needed to be withdrawn and used to round the amount of any distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
upward to the next higher integral multiple of $1,000.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit L.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
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Seller: As to any Mortgage Loan, GMAC Mortgage Corporation.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date, 100%.
With respect to any Distribution Date thereafter, as follows:
(i) for any Distribution Date after the 60th Distribution Date but on
or prior to the 72nd Distribution Date, the related Senior Percentage for
such Distribution Date plus 70% of the related Subordinate Percentage for
such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on
or prior to the 84th Distribution Date, the related Senior Percentage for
such Distribution Date plus 60% of the related Subordinate Percentage for
such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but
on or prior to the 96th Distribution Date, the related Senior Percentage
for such Distribution Date plus 40% of the related Subordinate Percentage
for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on
or prior to the 108th Distribution Date, the related Senior Percentage for
such Distribution Date plus 20% of the related Subordinate Percentage for
such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date;
PROVIDED, HOWEVER,
(i) that any scheduled reduction to the Senior Accelerated Distribution
Percentage described above shall not occur as of any Distribution Date unless
either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged
over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six months,
does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date
for such Distribution Date if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing Date are
less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the
Initial Certificate Principal Balances of the Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans delinquent
60 days or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 4% and (2) Realized Losses on the
Mortgage Loans to date for such Distribution Date, if occurring during the
sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after
the Closing Date are less than 10%, 15%, 20%, 25% or 30%,
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respectively, of the sum of the Initial Certificate Principal Balances of
the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Senior Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class PO
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A and Exhibit D
respectively.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
PO Certificates) immediately prior to such Distribution Date and the denominator
of which is the aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i), Section 4.02(a)(ii)(X), Section 4.02(b)(ii), and the amount of the
Insurance Premium; or, after the Credit Support Depletion Date, the amount
required to be distributed to the Class PO Certificateholders pursuant to
Section 4.02(d), Section 4.02(b)(ii), and the amount of the Insurance Premium;
and (b) the sum of the amounts required to be distributed to the Senior
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y),
(xvii) and (xviii).
Senior Support Certificate: Any one of the Class A-6 Certificates.
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
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Servicer provides services such as appraisals and brokerage services that are
customarily provided by Persons other than servicers of mortgage loans,
reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Servicer in respect of servicing compensation that
accrues at the Servicing Fee Rate.
Servicing Fee Rate: 0.25% per annum.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Servicer, default is reasonably foreseeable,
pursuant to a modification of such Mortgage Loan in accordance with Section
3.07(a).
Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name and
specimen signature appear on a list of servicing officers furnished to the
Trustee by the Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,563,386 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 49.14% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
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The Special Hazard Amount may be further reduced by the Servicer (including
accelerating the manner in which coverage is reduced) provided that prior to any
such reduction, the Servicer shall (i) obtain written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to any
Class of Certificates by such Rating Agency (without giving effect to the Ambac
Policy in the case of the Class A-5 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 (ii) provide a copy of such written
confirmation to the Trustee and to Ambac.
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.
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution Date and any
Class of Subordinate Certificates, a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance of such Class
of Subordinate Certificates immediately prior to such date and the denominator
of which is the aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100% minus the related
Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution
Date and each Class of Subordinate Certificates, (a) the sum of (i) the product
of (x) the related
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Subordinate Class Percentage for such Class and (y) the aggregate of the amounts
calculated for such Distribution Date under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A) to the extent not payable to the Senior Certificates; (ii)
such Class's pro rata share, based on the Certificate Principal Balance of each
Class of Subordinate Certificates then outstanding, of the principal collections
described in Section 4.02(a)(ii)(Y)(B)(b) to the extent such collections are not
otherwise distributed to the Senior Certificates; (iii) the product of (x) the
related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable to the Senior
Certificates; (iv) if such Class is the Class of Subordinate Certificates with
the Highest Priority, any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain undistributed to
the extent that such amounts are not attributable to Realized Losses which have
been allocated to a Class of Subordinate Certificates minus (b) with respect to
the Class of Subordinate Certificates with the Lowest Priority, any Excess
Subordinate Principal Amount for such Distribution Date; provided, however, that
the Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Servicer has entered into a
Subservicing Agreement.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Servicer and any
Subservicer relating to servicing and administration of certain Mortgage Loans
as provided in Section 3.02.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer, if any.
Super Senior Optimal Principal Distribution Amount: As of any Distribution
Date on or after the Credit Support Depletion Date the product of (a) the
then-applicable Super Senior Optimal Percentage and (b) the sum of the amounts
set forth in Section 4.02(a)(ii)(Y)(A), (B), (C), (D) and (E).
Super Senior Optimal Percentage: As of any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class A-3 Certificates immediately prior to such
Distribution Date and the denominator of which is the
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aggregate Certificate Principal Balance of all Senior Certificates (other than
the Class PO Certificates) immediately prior to such Distribution Date.
Tax Returns: The federal income tax return on Internal Revenue Service Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of the REMIC due to their 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.
Trust Fund: The segregated pool of assets, with respect to which a REMIC is
made pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the Custodial Account
or in the Payment Account and identified as belonging to the Trust Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, and
(v) all proceeds of clauses (i) through (iv) above.
Trustee Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Trustee in respect of Trustee compensation that
accrues at the Trustee Fee Rate.
Trustee Fee Rate: 0.009%.
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.
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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: 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, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, 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.
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.
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Article II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee for the benefit of the Certificateholders
without recourse all the right, title and interest of the Company in
and to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the
Mortgage Loans on or before the Cut-off Date). In connection with such
transfer and assignment, the Company does hereby deliver the Ambac
Policy to the Trustee for the benefit of the Holders of the Class A-5
Certificates.
(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;
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(v) Unless the Mortgage Loan is registered on the MERS(R)System, an
original Assignment or Assignments of the Mortgage (which may be
included in a blanket assignment or assignments) from the Seller to
"Norwest Bank Minnesota, National Association, as Trustee under that
certain Pooling and Servicing Agreement dated as of April 28, 2000,
for GMACM Mortgage Pass-Through Certificates, Series 2000-J1" c/o the
Servicer at an address specified by the Servicer, and signed by an
authorized officer, which assignment shall be in form and substance
acceptable for recording. If the Mortgage Loan was acquired by the
assignor in a merger, the assignment must be by
"______________________ , successor by merger to [name of
predecessor]". If the Mortgage Loan was acquired or originated by the
assignor while doing business under another name, the assignment must
be by "________________ formerly known as [previous name]";
(vi) Originals of all intervening assignments of mortgage, which together
with the Mortgage shows a complete chain of title from the originator
to the Seller (or to MERS, if the Mortgage Loan is registered on the
MERS(R) System, and which notes the presence of a MIN), with evidence
of recording thereon;
(vii)The original mortgagee policy of title insurance, including
riders and endorsements thereto, or if the policy has not yet been issued,
(i) a written commitment or interim binder for title issued by the title
insurance or escrow company dated as of the date the Mortgage Loan was
funded, with a statement by the title insurance company or closing attorney
that the priority of the lien of the related Mortgage during the period
between the date of the funding of the related Mortgage Loan and the date
of the related title policy (which title policy shall be dated the date of
recording of the related Mortgage) is insured, (ii) a preliminary title
report issued by a title insurer in anticipation of issuing a title
insurance policy which evidences existing liens and gives a preliminary
opinion as to the absence of any encumbrance on title to the Mortgaged
Property, except liens to be removed on or before purchase by the Mortgagor
or which constitute customary exceptions acceptable to lenders generally or
(iii) other evidence of title insurance acceptable to 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;
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(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.
(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
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interim assignment or modification agreement or a copy thereof, certified,
if appropriate, by the relevant recording office, or the original lender's
title policy be made later than one (1) year following the Closing Date;
provided, however, in the event the Company is unable to deliver by such
dates each Mortgage and each such interim assignment or modification
agreement by reason of the fact that any such documents have not been
returned by the appropriate recording office, or, in the case of each such
interim assignment or modification agreement, because the related Mortgage
has not been returned by the appropriate recording office, the Company
shall request the Seller to deliver such documents to the Custodian, if
any, or the Trustee as promptly as possible upon receipt thereof and, in
any event, within 540 days following the Closing Date. In lieu of the
Mortgage Notes relating to the Mortgage Loans, each as identified in the
list delivered by the Seller to the Trustee or Custodian on the Closing
Date, the Seller may deliver a lost note affidavit from the Seller stating
that the original Mortgage Note was lost, misplaced or destroyed, and, if
available, a copy of each original Mortgage Note; provided, however, that
in the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Seller, in lieu of
delivering the above documents, may deliver to the Custodian, if any, or
the Trustee a certification to such effect and shall deposit all amounts
paid in respect of such Mortgage Loan in the Payment Account on the Closing
Date.
In connection with any Mortgage Loan, if the Company cannot deliver the
Mortgage, any assignment, modification, assumption agreement or preferred loan
agreement (or copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the
Custodian, if any, or the Trustee a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
(d) The Servicer shall forward or cause to be forwarded to the Custodian,
if any, or the Trustee (a) from time to time additional original documents
evidencing an assumption or modification of a Mortgage Loan and (b) any other
documents required to be delivered by the Seller.
All original documents relating to the Mortgage Loans which are not
delivered to the Custodian, if any, or the Trustee are and shall be held by the
Servicer in trust as agent for the Trustee on behalf of the Certificateholders.
Except as may otherwise expressly be provided herein, none of the Seller,
the Servicer or the Trustee shall assign, sell, dispose of or transfer any
interest in the Trust Fund or any portion thereof, or permit the Trust Fund or
any portion thereof to be subject to any lien, claim, mortgage, security
interest, pledge or other encumbrance of, any other Person.
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The Seller shall cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clause (II)(vii) and (x), respectively, of
Section 2.01(b). If any Form UCC-3 or Form UCC-1, as applicable, is lost or
returned unfiled to the Servicer because of any defect therein, the Servicer
shall prepare a substitute Form UCC-3 or Form UCC-1, as applicable, or cure such
defect, and cause such Form UCC-3 or Form UCC-1, as applicable, to be filed in
accordance with this paragraph. The Servicer shall promptly deliver or cause to
be delivered to the Trustee or the respective Custodian such Form UCC-3 or Form
UCC-1, as applicable, (or copy thereof certified by the public filing office)
with evidence of filing indicated thereon upon receipt thereof from the public
filing office, but in no event shall such Form UCC-3, Form UCC-1 or a Form UCC-1
required to be delivered pursuant to clause (II)(vi) of Section 2.01(b) be
delivered to the Custodian, if any, or the Trustee, later than 540 days
following the Closing Date. In connection with its servicing of Cooperative
Loans, the Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Servicer further agrees that it will cause, at the
Servicer's own expense, on or prior to the Closing Date, the MERS(R) System to
indicate that such Mortgage Loans have been assigned by the Servicer to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Servicer agrees that it will not alter the codes referenced
in this paragraph with respect to any Mortgage Loan during the term of this
Agreement unless and until such Mortgage Loan is repurchased in accordance with
the terms of this Agreement.
(e) [Reserved].
(f) It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be construed
as a sale by the Company to the Trustee of the Mortgage Loans for the
benefit of the Certificateholders. Further, it is not intended that
such conveyance be deemed to be a pledge of the Mortgage Loans by the
Company to the Trustee to secure a debt or other obligation of the
Company. However, if the Mortgage Loans are held to be property of the
Company or of GMAC Mortgage Corporation, or if for any reason this
Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall be a
security agreement within the meaning of Articles 8 and 9 of the New
York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction; (b) the conveyance provided for in
Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the
Company to the Trustee of a security interest in all of the Company's
right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to any and
all general intangibles, accounts, chattel paper, instruments,
documents, money, deposit
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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), (C) and (D) granted by
GMAC Mortgage Corporation to the Company pursuant to the Purchase
Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of
property as constitute instruments, money, negotiable documents,
goods, letters of credit, advices of credit, investment property,
certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a
person designated by such secured party, for purposes of perfecting
the security interest pursuant to the 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 and, at the Company's direction, GMAC Mortgage Corporation and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be determined to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage, as evidenced by an 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
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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.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges that the Custodian, acting on behalf of the
Trustee, has received (subject to any exceptions noted in the initial
certification described below), the documents referred to in Section 2.01 and
that the Trustee has received all other assets included in the definition of
"Trust Fund" and declares that it holds or will hold the assets included in the
definition of "Trust Fund" (to the extent delivered or assigned to the Trustee),
in trust for the exclusive use and benefit of all present and future
Certificateholders.
The Trustee agrees, for the benefit of the Certificateholders and Ambac, to
cause the Custodian to review each Mortgage File on or before the Closing Date
to verify that such Mortgage File includes a Mortgage Note and to execute and
deliver, or cause to be executed and delivered, to the Seller, the Trustee, the
Servicer and Ambac an initial certification substantially in the form annexed
hereto as Exhibit N. Pursuant to the Custodial Agreement, in conducting such
review, the Custodian is required to ascertain whether all required documents
have been executed and received, and whether those documents relate, determined
on the basis of the Mortgagor name, original principal balance and loan number,
to the Mortgage loans it has received. Neither the Custodian nor the Trustee
shall be under any duty or obligation to inspect, review or examine said
documents, instruments, certificates or other papers to determine that the same
are genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded, or are in recordable form or that they are other
than what they purport to be on their face.
Within 180 days of the Closing Date the Trustee will cause the Custodian to
review, for the benefit of the Certificateholders, the Mortgage Files delivered
to it and will execute and deliver to the Seller, the Servicer and Ambac 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, Ambac, 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
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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.
Section 2.03. Representations, Warranties and Covenants of the Servicer and
the Company.
(a) The Servicer hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that:
(i) The Servicer is a corporation duly organized, validly existing and in
good standing under the laws governing its creation and existence and
is or will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Servicer and its
performance and compliance with the terms of this Agreement will not
violate the Servicer's Certificate of Incorporation or Bylaws or
constitute a material default (or an event which, with notice or lapse
of time, or 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;
(iii)This Agreement, assuming due authorization, execution and delivery by
the Trustee and the Company, constitutes a valid, legal and binding
obligation of the Servicer, enforceable against it in accordance with
the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding
in equity or at law;
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(iv) The Servicer is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Servicer or its properties
or might have consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of the Servicer's knowledge,
threatened against the Servicer which would prohibit its entering into
this Agreement or performing its obligations under this Agreement;
(vi) The Servicer will comply in all material respects in the performance
of this Agreement with all reasonable rules and requirements of each
insurer under each Required Insurance Policy;
(vii)No information, certificate of an officer, statement furnished in
writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Servicer will, to the knowledge of the
Servicer, contain any untrue statement of a material fact or omit a
material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii)The Servicer is a member of MERS in good standing, and will comply in
all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are
registered with MERS.
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
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have the option to substitute a Qualified Substitute Mortgage Loan or Loans for
such Mortgage Loan if such substitution occurs within two years following the
Closing Date; provided that if the breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure, repurchase or substitution must occur within 90 days from the
date the breach was discovered. In the event that the Seller elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, the Seller shall deliver to the Trustee for
the benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form if required pursuant to Section 2.01, and
such other documents and agreements as are required by Section 2.01, with the
Mortgage Note endorsed as required by Section 2.01. No substitution will be made
in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Servicer and remitted by the Servicer to the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter the Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Servicer shall
amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions,
for the benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Servicer shall deliver the amended Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of
Discount Fractions, to the Trustee. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects, the Seller
shall be deemed to have made the representations and warranties with respect to
the Qualified Substitute Mortgage Loan contained in the Purchase Agreement as of
the date of substitution.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). The Servicer shall deposit the
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 the REMIC to fail to
qualify as such at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller to cure such
breach or purchase (or to substitute for) such Mortgage Loan as to which such a
breach has occurred and is
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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, 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.
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Article III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Servicer to Act as Servicer.
(a) The Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective
Mortgage Loans, shall follow such practices and procedures as it shall
deem necessary or advisable and as shall be normal and usual in its
general mortgage servicing activities, and shall have full power and
authority, acting alone or through Subservicers as provided in Section
3.02, to do any and all things which it may deem necessary or
desirable in connection with such servicing and administration.
Without limiting the generality of the foregoing, the Servicer in its
own name or in the name of a Subservicer is hereby authorized and
empowered by the Trustee when the Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute
and deliver, on behalf of the Certificateholders and the Trustee or
any of them, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of consent to
assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with
the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the subordination
of the lien of the Mortgage in favor of a public utility company or
government agency or unit with powers of eminent domain, the taking of
a deed in lieu of foreclosure, the commencement, prosecution or
completion of judicial or non-judicial foreclosure, the conveyance of
a Mortgaged Property to the related Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or
the management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. The
Servicer further is authorized and empowered by the Trustee, on behalf
of the Certificateholders and the Trustee, in its own name or in the
name of the Subservicer, when the Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment to register
any Mortgage Loan on the MERS(R)System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R)System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of
them, any and all instruments of assignment and other comparable
instruments with respect to such assignment or re-recording of a
Mortgage in the name of MERS, solely as nominee for the Trustee and
its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the
Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or
becoming unable to continue operations in connection with the MERS
System, it becomes necessary to remove any Mortgage Loan from
registration on the MERS System and to arrange for the assignment of
the related Mortgages to the Trustee, then any related expenses shall
be reimbursable to the Servicer. Notwithstanding the foregoing,
subject to Section 3.07(a), the Servicer
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shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan
within the meaning of Section 1001 of the Code and any proposed,
temporary or final regulations promulgated thereunder (other than in
connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause the REMIC formed under this
Agreement to fail to qualify as a REMIC under the Code. The Trustee
shall furnish the Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Servicer or any Subservicer pursuant to such
powers of attorney. In connection with servicing and administering the
Mortgage Loans, the Servicer and any Affiliate of the Servicer (i) may
perform services such as appraisals and brokerage services that are
not customarily provided by servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with
Section 3.10 and (ii) may, at its own discretion and on behalf of the
Trustee, obtain credit information in the form of a "credit score"
from a credit repository.
(b) All costs incurred by the Servicer or by Subservicers in effecting the
timely payment of taxes and assessments on the properties subject to
the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing
under the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
(c) The Servicer may enter into one or more agreements in connection with
the offering of pass-through certificates evidencing interests in one
or more of the Certificates providing for the payment by the Servicer
of amounts received by the Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls
on the Mortgage Loans, which payment obligation will thereafter be an
obligation of the Servicer hereunder.
Section 3.02. Subservicing Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.
(a) 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.
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Section 3.03. Successor Subservicers.
The Servicer shall be entitled to terminate any Subservicing Agreement that
may exist in accordance with the terms and conditions of such Subservicing
Agreement and without any limitation by virtue of this Agreement; provided,
however, that in the event of termination of any Subservicing Agreement by the
Servicer or the Subservicer, the Servicer shall either act as servicer of the
related Mortgage Loan or enter into a Subservicing Agreement with a successor
Subservicer which will be bound by the terms of the related Subservicing
Agreement.
Section 3.04. Liability of the Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Servicer or a
Subservicer or reference to actions taken through a Subservicer or otherwise,
the Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement with a Subservicer or Seller for
indemnification of the Servicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) If the Servicer shall for any reason no longer be the servicer
(including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as a
party to the Subservicing Agreement to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except
that the Servicer shall not thereby be relieved of any liability or
obligations under the Subservicing Agreement.
(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
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amounts collected and held by it and otherwise use its best efforts to
effect the orderly and efficient transfer of each Subservicing
Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary
Insurance Policy, follow such collection procedures as it would employ
in its good faith business judgment and which are normal and usual in
its general mortgage servicing activities. Consistent with the
foregoing, the Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the
Due Date for payments due on a Mortgage Note for a period not greater
than 180 days; PROVIDED, HOWEVER, that the Servicer shall first
determine that any such waiver or extension will not impair the
coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. In the event of any
such arrangement, the Servicer shall make timely advances on the
related Mortgage Loan during the scheduled period in accordance with
the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangements unless otherwise agreed to by
the Holders of the Classes of Certificates affected thereby; PROVIDED,
HOWEVER, that no such extension shall be made if any such advance
would be a Nonrecoverable Advance. Consistent with the terms of this
Agreement, the Servicer may also waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of strict compliance with
any such term or in any manner grant indulgence to any Mortgagor if in
the Servicer's determination such waiver, modification, postponement
or indulgence is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss
that might result absent such action); PROVIDED, HOWEVER, that the
Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any principal
or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent
that such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage
Loan, unless such Mortgage Loan is in default or, in the judgment of
the Servicer, such default is reasonably foreseeable; and PROVIDED,
FURTHER, that no such modification shall reduce the interest rate on a
Mortgage Loan below the sum of the Pool Strip Rate, the Servicing Fee
Rate, the Trustee Fee Rate, and the rate at which the Insurance
Premium accrues. 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
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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-J1." Each Custodial
Account shall be an Eligible Account. The Custodial Account shall be
maintained as a segregated account, separate and apart from trust
funds created for mortgage pass-through certificates of other series,
and the other accounts of the Servicer.
Within two Business Days of receipt, except as otherwise specifically
provided herein, the Servicer shall deposit or cause to be deposited the
following payments and collections remitted by subservicers or received by it in
respect of the Mortgage Loans subsequent to the Cut-off Date (other than in
respect of principal and interest due on such Mortgage Loans on or before the
Cut-off Date) and the following amounts required to be deposited hereunder:
(i) All payments on account of principal, including Principal Prepayments
made by Mortgagors on the Mortgage Loans and the principal component
of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Net Mortgage Rate on the
Mortgage Loans, and the interest component of any Subservicer Advance
or of any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred, minus the amount of any
interest paid by a Mortgagor in connection with a Principal Prepayment
in Full for the calendar month in which such Principal Prepayment is
to be distributed pursuant to Section 4.02;
(iii)Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02,
2.04 or 4.07 and all amounts required to be deposited in connection
with the substitution of a Qualified Substitute Mortgage Loan pursuant
to Section 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c); and
(vi) All amounts transferred from the Payment Account to the Custodial
Account in accordance with Section 4.02(a).
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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.
(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
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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-J1." Withdrawals of amounts
related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Servicer or Subservicer out of
related collections for any payments made pursuant to Sections 3.11
(with respect to the Primary Insurance Policy) and 3.12(a) (with
respect to hazard insurance), to refund to any Mortgagors any sums as
may be determined to be overages, to pay interest, if required, to
Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01. As part of its servicing duties, the
Servicer shall, and the Subservicers will, pursuant to the
Subservicing Agreements, be required to pay to the Mortgagors interest
on funds in this account to the extent required by law.
(c) The Servicer shall advance the payments referred to in the preceding
subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for
which such payment is intended is due, but the Servicer shall be
required so to advance only to the extent that such advances, in the
good faith judgment of the Servicer, will be recoverable by the
Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
If compliance with this Section 3.09 shall make any Class of Certificates
legal for investment by federally insured savings and loan associations, the
Servicer shall provide, or cause the Subservicers to provide, to the Trustee,
the Office of Thrift Supervision or the FDIC and the supervisory agents and
examiners thereof access to the documentation regarding the Mortgage Loans
required by applicable regulations of the Office of Thrift Supervision, such
access being afforded without charge but only upon reasonable request and during
normal business hours at the offices designated by the Servicer. The Servicer
shall permit such representatives to photocopy any such documentation and shall
provide equipment for that purpose at a charge reasonably approximating the cost
of such photocopying to the Servicer.
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Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.07 that are attributable to the Mortgage Loans
for the following purposes:
(i) to make deposits into the Payment Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01,
3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable
pursuant to the terms of this Agreement, such withdrawal right being
limited to amounts received on particular Mortgage Loans (including,
for this purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to
Section 2.02, 2.04 or 4.07) which represent (A) Late Collections of
Monthly Payments for which any such advance was made in the case of
Subservicer Advances or Advances pursuant to Section 4.04 and (B)
recoveries of amounts in respect of which such advances were made in
the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if not previously
retained by such Subservicer) out of each payment received by the
Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of
any such payment as to interest (but not in excess of the Servicing
Fee and the Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest being
interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) on the amount specified in the
amortization schedule of the related Mortgage Loan as the principal
balance thereof at the beginning of the period respecting which such
interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or
investment income earned on funds and other property deposited in or
credited to the Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure
Profits, and any amounts remitted by Subservicers 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
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is in default or, in the judgment of the Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent the
amount of the Advance has been added to the outstanding principal
balance of the Mortgage Loan, or any Advance reimbursable to the
Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.01(a), 3.11,
3.13, 3.14(c), 6.03, 10.01 or otherwise;
(ix) to reimburse itself for Servicing Advances expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to
the extent not otherwise reimbursed pursuant to clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the
Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such clauses.
(c) The Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that
the Servicer determines to be a Nonrecoverable Advance by withdrawal
from the Custodial Account of amounts on deposit therein attributable
to the Mortgage Loans on any Payment Account Deposit Date succeeding
the date of such determination. Such right of reimbursement in respect
of a Nonrecoverable Advance on any such Payment Account Deposit Date
shall be limited to an amount not exceeding the portion of such
advance previously paid to Certificateholders (and not theretofore
reimbursed to the Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Servicer shall not take, or permit any Subservicer to take, any
action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the
Servicer or Subservicer, would have been covered thereunder. To the
extent coverage is available, the Servicer shall keep or cause to be
kept in full force and effect a Primary Insurance Policy in the case
of each Mortgage Loan having a Loan-to-Value Ratio at origination in
excess of 80%, until the principal balance of the related Mortgage
Loan secured by a Mortgaged Property is reduced to 80% or less of the
appraised value based on the most recent appraisal of the Mortgaged
Property performed by a qualified appraiser, such appraisal to be
included in the related servicing file. The Servicer shall not cancel
or refuse to renew
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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 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
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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.
(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
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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
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are reasonable or necessary to carry out the terms of the Mortgage
Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to
such Person; PROVIDED, HOWEVER, that in connection with any such
assumption, no material term of the Mortgage Note may be changed. Upon
receipt of appropriate instructions from the Servicer in accordance
with the foregoing, the Trustee shall execute any necessary
instruments for such assumption or substitution of liability as
directed in writing by the Servicer. Upon the closing of the
transactions contemplated by such documents, the Servicer shall cause
the originals or true and correct copies of the assumption agreement,
the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the
Custodian and deposited with the Mortgage File for such Mortgage Loan.
Any fee collected by the Servicer or such related Subservicer for
entering into an assumption or substitution of liability agreement
will be retained by the Servicer or such Subservicer as additional
servicing compensation.
(c) The Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release
of the related Mortgaged Property, the granting of an easement thereon
in favor of another Person, any alteration or demolition of the
related Mortgaged Property (or, with respect to a Cooperative Loan,
the related Cooperative Apartment) without any right of reimbursement
or other similar matters if it has determined, exercising its good
faith business judgment in the same manner as it would if it were the
owner of the related Mortgage Loan, that the security for, and the
timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of the REMIC would not
fail to continue to qualify as a REMIC under the Code as a result
thereof and (subject to Section 10.01(f)) that no tax on "prohibited
transactions" or "contributions" after the startup day would be
imposed on the REMIC as a result thereof. Any fee collected by the
Servicer or the related Subservicer for processing such a request will
be retained by the Servicer or such Subservicer as additional
servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan,
provided the obligee with respect to such Mortgage Loan following such
proposed assignment provides the Trustee and Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form attached
hereto as Exhibit K, in form and substance satisfactory to the Trustee
and Servicer, providing the following: (i) that the substance of the
assignment is, and is intended to be, a refinancing of such Mortgage;
(ii) that the Mortgage Loan following the proposed assignment will
have a rate of interest at least 0.25 percent below or above the rate
of interest on such Mortgage Loan prior to such proposed assignment;
and (iii) that such assignment is at the request of the borrower under
the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Servicer shall
receive cash in an amount equal to the unpaid principal balance of and
accrued interest on such Mortgage Loan and the Servicer shall treat
such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
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Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.07. In
connection with such foreclosure or other conversion, the Servicer
shall, consistent with Section 3.11, follow such practices and
procedures as it shall deem necessary or advisable, as shall be normal
and usual in its general mortgage servicing activities, as shall meet
the requirements of the Insurer under any Required Insurance Policy,
and as shall be consistent with the provisions of this Agreement. With
respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the
Certificateholders. The Trustee's name shall be placed on the title to
such REO Property solely as the Trustee hereunder and not in its
individual capacity. The Servicer shall ensure that the title to such
REO Property references this Agreement and the Trustee's capacity
thereunder. The Servicer, however, shall not be required to expend its
own funds or incur other reimbursable charges in connection with any
foreclosure, or attempted foreclosure which is not completed, or
towards the restoration of any property unless it shall determine (i)
that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or
more Classes after reimbursement to itself for such expenses or
charges and (ii) that such expenses or charges will be recoverable to
it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of withdrawals
from the Custodial Account pursuant to Section 3.10, whether or not
such expenses and charges are actually recoverable from related
Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Servicer pursuant to this Section
3.14(a), the Servicer shall be entitled to reimbursement of such
amounts pursuant to Section 3.10. If the Servicer has knowledge that a
Mortgaged Property which the Servicer is contemplating acquiring in
foreclosure or by deed in lieu of foreclosure is located within a one
(1) mile radius of any site listed in the Expenditure Plan for the
Hazardous Substance Clean Up Bond Act of 1984 or other site with
environmental or hazardous waste risks known to the Servicer, the
Servicer will, prior to acquiring the Mortgaged Property, consider
such risks and only take action in accordance with its established
environmental review procedures.
The Servicer shall, either itself or through an agent selected by the
Servicer, and in accordance with the 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.
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
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recoveries referred to in the definition of "Cash Liquidation" or "REO
Disposition," as applicable, upon receipt by the Trustee of written notification
of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as
the case may be, shall release to the Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or assignment
prepared by the Servicer, in each case without recourse, as shall be necessary
to vest in the Servicer or its designee, as the case may be, the related
Mortgage Loan, and thereafter such Mortgage Loan shall not be part of the Trust
Fund. Notwithstanding the foregoing or any other provision of this Agreement, in
the Servicer's sole discretion with respect to any defaulted Mortgage Loan or
REO Property as to either of the following provisions, (i) a Cash Liquidation or
REO Disposition may be deemed to have occurred if substantially all amounts
expected by the Servicer to be received in connection with the related defaulted
Mortgage Loan or REO Property have been received, and (ii) for purposes of
determining the amount of any Liquidation Proceeds, Insurance Proceeds, REO
Proceeds or any other unscheduled collections or the amount of any Realized
Loss, the Servicer may take into account minimal amounts of additional receipts
expected to be received or any estimated additional liquidation expenses
expected to be incurred in connection with the related defaulted Mortgage Loan
or REO Property.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as an
REO Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee or to its
nominee on behalf of Certificateholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan,
such REO Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage Loan held in the
Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding
that the indebtedness evidenced by the related Mortgage Note shall
have been discharged, such Mortgage Note and the related amortization
schedule in effect at the time of any such acquisition of title (after
giving effect to any previous Curtailments and before any adjustment
thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect. To the
extent the net income received during any calendar month is in excess
of the amount attributable to amortizing principal and accrued
interest at the related Mortgage Rate on the related Mortgage Loan for
such calendar month, such excess shall be considered to be a
Curtailment of the related Mortgage Loan.
(c) If the Trust Fund acquires any REO Property as aforesaid or otherwise
in connection with a default or imminent default on a Mortgage Loan,
the Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of
the Code (or such shorter period as may be necessary under applicable
state (including any state in which such property is located) law to
maintain the status of any portion of the REMIC as a REMIC under
applicable state law and avoid taxes resulting from such property
failing to be foreclosure property under applicable state law) or, at
the expense of the Trust Fund, request, more than 60 days before the
day on which such grace period would otherwise expire, an extension of
such grace period unless the Servicer (subject to Section 10.01(f))
obtains for the Trustee an
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Opinion of Counsel, addressed to the Trustee and the Servicer, to the
effect that the holding by the Trust Fund of such REO Property
subsequent to such period will not result in the imposition of taxes
on "prohibited transactions" as defined in Section 860F of the Code or
cause the REMIC to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Servicer shall be entitled
to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10.
Notwithstanding any other provision of this Agreement, no REO Property
acquired by the Trust Fund shall be rented (or allowed to continue to
be rented) or otherwise used by or on behalf of the Trust Fund in such
a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject the Trust
Fund to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason
of Section 860G(c) of the Code, unless the Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be
applied in the following order of priority: first, to reimburse the
Servicer or the related Subservicer in accordance with Section
3.10(a)(ii); second, to all Servicing Fees and Subservicing Fees
payable therefrom (and the Servicer and the Subservicer shall have no
claims for any deficiencies with respect to such fees which result
from the foregoing allocation); third, to the Certificateholders to
the extent of accrued and unpaid interest on the Mortgage Loan, and
any related REO Imputed Interest, at the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) to
the Due Date prior to the Distribution Date on which such amounts are
to be distributed; fourth, to the Certificateholders as a recovery of
principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more
Classes of Certificates as a Realized Loss, such recovery shall be
allocated among such Classes in the same proportions as the allocation
of such Realized Losses and, if any such Class of Certificates to
which such Realized Loss was allocated is no longer outstanding, such
subsequent recovery shall be distributed to the persons who were the
Holders of such Class of Certificates when it was retired); and fifth,
to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any
foreclosure or acquisition of a deed in lieu of foreclosure (together,
"foreclosure") in respect of such Mortgage Loan, the Servicer will
cause compliance with the provisions of Treasury Regulation Section
1.1445-2(d)(3) (or any successor thereto) necessary to assure that no
withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
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Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Servicer of a notification that payment in
full will be escrowed in a manner customary for such purposes, the
Servicer will immediately notify the Custodian, if any, or the Trustee
(if it holds the related Mortgage File) by delivery of a Request for
Release substantially in one of the forms attached hereto as Exhibit F
requesting delivery to it of the Mortgage File. The Servicer is
authorized to execute and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written evidence
of cancellation thereon and to cause the removal from the registration
on the MERS(R) System of such Mortgage and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of satisfaction or cancellation or of partial or
full release. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the
Custodial Account or the Payment Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Servicer shall deliver a Request for Release
to the Custodian, if any, or the Trustee (if it holds the related
Mortgage File) requesting that possession of all, or any document
constituting part of, the Mortgage File be released to the Servicer
and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the
Mortgage Loan under any Required Insurance Policy. Upon receipt of the
foregoing, the Trustee (if it holds the related Mortgage File) or the
Custodian shall deliver the Mortgage File or any document therein to
the Servicer. The Servicer shall cause each Mortgage File or any
document therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Custodial Account or (ii) the Mortgage File
or such document has been delivered directly or through a Subservicer
to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Servicer has delivered
directly or through a Subservicer to the Trustee and the Custodian a
certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. In the event
of the liquidation of any such Mortgage Loan, the Custodian, if any,
or the Trustee shall deliver the Request for Release with respect
thereto to the Servicer upon deposit of the related Liquidation
Proceeds in the Custodial Account.
(c) The Servicer on the Trustee's behalf shall execute and deliver to the
Servicer, if necessary, any court pleadings, requests for trustee's
sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other
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remedies or rights provided by the Mortgage Note or Mortgage or
otherwise available at law or in equity. Together with such documents
or pleadings (if signed by the Trustee), the Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the
execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate
or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or
trustee's sale.
(d) Notwithstanding any other provisions of this Agreement, the Servicer
shall transmit to the Custodian, if any, or the Trustee as required by this
Agreement all documents and instruments in respect of a Mortgage Loan coming
into the possession of the Servicer from time to time and shall account fully to
the Trustee for any funds received by the Servicer or which otherwise are
collected by the Servicer as Liquidation Proceeds or Insurance Proceeds in
respect of any related Mortgage Loan. All Mortgage Files and funds collected or
held by, or under the control of, the Servicer in respect of any Mortgage Loans,
whether from the collection of principal and interest payments or from
Liquidation 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.
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(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in
the Custodial Account or otherwise shall be retained by the Servicer
or the Subservicer to the extent provided herein, subject to clause
(e) below.
(c) The Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance
Policies, if any, to the extent such premiums are not required to be
paid by the related Mortgagors, certain expenses of the Trustee as
provided in Section 8.05, and the fees and expenses of any Custodian)
and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer
of all of its responsibilities and obligations of the Servicer under
this Agreement.
(e) Notwithstanding any other provision herein, the amount of the
Servicing Fee that the Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date
shall be reduced (but not below zero) by an amount equal to
Compensating Interest (if any) for such Distribution Date. In making
such reduction, the Servicer will not withdraw from the Custodial
Account any such amount representing all or a portion of the Servicing
Fee to which it is entitled pursuant to Section 3.10(a)(iii).
Section 3.17. Periodic Filings with the Securities and Exchange Commission;
Additional Information.
The Servicer shall prepare or cause to be prepared for filing with the
Securities and Exchange Commission (the "Commission") any and all reports,
statements and information respecting the Trust Fund and/or the Certificates
required to be filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended, and shall solicit any and all proxies of the
Certificateholders whenever such proxies are required to be solicited, pursuant
to the Securities Exchange Act of 1934, as amended.
The Trustee agrees promptly to furnish to the Servicer, from time to time
upon request, such further information, reports and financial statements within
its control related to this Agreement, the Certificates and the Mortgage Loans
as is reasonable to prepare and file all necessary reports with the Commission.
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, 2000, 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
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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 2000 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.
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
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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.
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Article IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Payment Account.
(a) The Trustee shall establish and maintain a Payment Account in which the
Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00
P.M. New York time on each Payment Account Deposit Date by wire transfer of
immediately available funds an amount equal to the sum of (i) any Advance for
the immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Payment Account pursuant to Section 3.12(a), (iii) any amount
required to be deposited in the Payment Account pursuant to Section 4.07, (iv)
any amount required to be paid pursuant to Section 9.01 and (v) all other
amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) The Trustee may invest or cause the institution maintaining the Payment
Account to invest 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 Ambac the Insurance Premium,
second to the Trustee, the Trustee Fee and 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, third to the
Servicer, in the case of a distribution pursuant to Section 4.02(a)(iii) below,
the amount required to be distributed to the Servicer or a Subservicer pursuant
to Section 4.02(a)(iii) below, and fourth 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
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may be, or, if such Certificateholder has not so notified the Trustee or the
Paying Agent by the Record Date, by check mailed to such Certificateholder at
the address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share with respect to each Class of
Certificates, shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder of the
following amounts, in the following order of priority (subject to the provisions
of Section 4.02(b) below), in each case to the extent of the Available
Distribution Amount:
(i) to the Senior Certificates (other than the Class PO Certificates,
and on or prior to the Accretion Termination Date, the Class A-3
Certificates to the extent of the Accrual Distribution Amount) on a pro
rata basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued Certificate
Interest on such Classes of Certificates for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this Section
4.02(a) plus, to any Class A-5 Certificate, any Insured Reserve Withdrawal
pursuant to Section 4.08, any amounts withdrawn from the Rounding Account
pursuant to Section 4.09, and any amounts paid under the Ambac Policy
pursuant to Section 11.02, in each case in respect of interest; and
(ii) (X) to the Class PO Certificates, the Class PO Principal
Distribution Amount (as defined in Section 4.02(b)(i) herein); and
(Y) to the Senior Certificates (other than the Class PO
Certificates), in the priorities and amounts set forth in Section
4.02(b) through (d), the sum of the following (applied to reduce the
Certificate Principal Balances of such Senior Certificates, as
applicable):
(A) the Senior Percentage for such Distribution Date times the sum of
the following:
(1) the principal portion of each Monthly Payment due during the
related Due Period on each Outstanding Mortgage Loan (other than the
related Discount Fraction of the principal portion of such payment
with respect to a Discount Mortgage Loan), whether or not received on
or prior to the related Determination Date, minus the principal
portion of any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service Reductions with
respect to each Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan repurchased
during the preceding calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b)) pursuant to Sections
2.02, 2.04 or 4.07, and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.02 or Section 2.04, during the
preceding calendar month (other than the related Discount Fraction of
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such Stated Principal Balance or shortfall with respect to each
Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled collections
(other than Principal Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or REO Disposition of a
Mortgage Loan described in Section 4.02(a)(ii)(Y)(B), including
without limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the preceding calendar month or, in the case
of Principal Prepayment in Full, during the related Prepayment Period
(or deemed to have been so received in accordance with Section
3.07(b)) to the extent applied by the Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section 3.14 (other
than the related Discount Fraction of the principal portion of such
unscheduled collections, with respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash Liquidation or
a REO Disposition occurred during the preceding calendar month (or was
deemed to have occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (a) the Senior Percentage for such Distribution Date
times the Stated Principal Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated Principal Balance, with respect to
each Discount Mortgage Loan) and (b) the Senior Accelerated Distribution
Percentage for such Distribution Date times the related unscheduled
collections (including without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the Servicer as
recoveries of principal of the related Mortgage Loan pursuant to Section
3.14 (in each case other than the portion of such unscheduled collections,
with respect to a Discount Mortgage Loan, included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments in Full
received in the related Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments, with respect to each
Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution
Date; and
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and
(C) of this Section 4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that such amounts are
not attributable to Realized Losses which have been allocated to the
Subordinate Certificates;
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(iii) if the Certificate Principal Balances of the Subordinate
Certificates have not been reduced to zero, to the Servicer or a
Subservicer, by remitting for deposit to the Custodial Account, to the
extent of and in reimbursement for any Advances or Subservicer Advances
previously made with respect to any Mortgage Loan or REO Property which
remain unreimbursed in whole or in part following the Cash Liquidation or
REO Disposition of such Mortgage Loan or REO Property, minus any such
Advances that were made with respect to delinquencies that ultimately
constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
PO Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
PO Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-2 Certificates;
(viii)to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
PO Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
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(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
PO Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
PO Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below, minus (y) the amount
of any Class PO Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv) are
insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
PO Collection Shortfalls for such Distribution Date or remaining unpaid for
all previous Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to Ambac, as subrogee of the Insured Certificateholders, to
reimburse Ambac for claims paid under the Ambac Policy, an amount equal to
Cumulative Insurance Payments on the Insured Certificates;
(xvii)to the Senior Certificates, in the priority set forth in Section
4.02(b), the portion, if any, of the Available Distribution Amount
remaining after the foregoing distributions, applied to reduce the
Certificate Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal Balances
of each such Class of Senior Certificates, and thereafter, to each Class
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of Subordinate Certificates then outstanding beginning with such Class with
the Highest Priority, any portion of the Available Distribution Amount
remaining after the Senior Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Subordinate Certificates; and
(xviii) to the Class R Certificates, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Servicer to make any required
Advance, or the determination by the Servicer that any proposed Advance would be
a Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date will be
made as follows:
(i) first, to the Class PO Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class PO
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of each
Monthly Payment on each Discount Mortgage Loan due during the related Due
Period, whether or not received on or prior to the related Determination
Date, minus the Discount Fraction of the principal portion of any related
Debt Service Reduction which together with other Bankruptcy Losses exceeds
the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of all
unscheduled collections on each Discount Mortgage Loan received during
the preceding calendar month or, in the case of Principal Prepayments
in Full, during the related Prepayment Period (other than amounts
received in connection with a Cash Liquidation or REO Disposition of a
Discount Mortgage Loan described in clause (C) below), including
Principal Prepayments in Full, Curtailments and repurchases (including
deemed repurchases under Section 3.07(b)) of Discount Mortgage Loans
(or, in the case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited in the
Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition of a
Discount Mortgage Loan that did not result in any Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated
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Principal Balance of such Discount Mortgage Loan immediately prior to
such Distribution Date and (2) the aggregate amount of the collections
on such Mortgage Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any previous Distribution Date
(calculated pursuant to clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class PO Collection Shortfalls for such Distribution
Date and the amount of any Class PO Collection Shortfalls remaining
unpaid for all previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date;
(ii) the Accrual Distribution Amount shall be distributed to the
Accretion Directed Certificates, in reduction of the Certificate Principal
Balance thereof, until the Certificate Principal Balance thereof has been
reduced to zero;
(iii) the Senior Principal Distribution Amount shall be distributed
first to the Lockout Certificates, on a pro rata basis in accordance with
their respective Certificate Principal Balances, in reduction of the
Certificate Principal Balances thereof, in an aggregate amount equal to the
Lockout Percentage of the Lockout Certificates' pro rata share (based on
the aggregate Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of all classes of Certificates
(other than the Class PO Certificates)) of the aggregate of the collections
described in clauses (ii)(Y)(A), (B), (C) and (E) of Section 4.02(a),
without application of the Senior Percentage and Senior Accelerated
Distribution Percentage;
provided that, if the aggregate of the amounts set forth in clauses (ii)(Y)(A),
(B), (C) and (E) of Section 4.02(a) is more than the balance of the Available
Distribution Amount remaining after the Senior Interest Distribution Amount, the
Class PO Principal Distribution Amount and the Accrual Distribution Amount have
been distributed, the amount paid to the Lockout Certificates pursuant to this
clause (iii) shall be reduced by an amount equal to the Lockout Certificates'
pro rata share (based on the aggregate Certificate Principal Balances thereof
relative to the aggregate Certificate Principal Balance of the Senior
Certificates (other than the Class PO Certificates)) of such difference;
(iv) the balance of the Senior Principal Distribution Amount remaining
after the distribution, if any, described in clause (iii) above shall be
distributed to the Class R Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(v) for each Distribution Date on or after May 2003, an amount equal
to the lesser of (A) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in clauses
(iii) and (iv) above, plus any Insured Reserve Withdrawal pursuant to
Section 4.08, any amounts withdrawn from the Rounding Account pursuant to
Section 4.09, and any amounts paid under the Ambac Policy pursuant to
Section 11.02, in each case in respect of principal, and (B) $26,000, will
be
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distributed to the Insured Certificates, in reduction of the Certificate
Principal Balance thereof, until the Certificate Principal Balance thereof
has been reduced to zero;
(vi) the balance of the Senior Principal Distribution Amount remaining
after the distributions, if any, described in clauses (iii) through (v)
above shall be distributed, sequentially, to the Class A-1, Class A-2 and
Class A-3 Certificates, in each case until the Certificate Principal
Balance thereof has been reduced to zero;
(vii) an amount equal to the balance of the Senior Principal
Distribution Amount remaining after the distributions, if any, described in
clauses (iii) through (vi) above, plus any Insured Reserve Withdrawal
pursuant to Section 4.08, any amounts withdrawn from the Rounding Account
pursuant to Section 4.09, and any amounts paid under the Ambac Policy
pursuant to Section 11.02, in each case in respect of principal, shall be
distributed to the Insured Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and
(viii)the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (iii)
through (vii) above shall be distributed to the Lockout Certificates, on a
pro rata basis in accordance with the respective Certificate Principal
Balances thereof, until the Certificate Principal Balances thereof have
been reduced to zero.
(c) On or after the Credit Support Depletion Date but prior to the
reduction of the Certificate Principal Balance of the Senior Support
Certificates to zero, all priorities relating to distributions as described in
Section 4.02(b) above in respect of principal among the various classes of
Senior Certificates (other than the Class PO Certificates) will be disregarded,
and (i) an amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in respect
of the Discount Mortgage Loans will be distributed to the Class PO Certificates,
(ii) the Senior Principal Distribution Amount will be distributed to the
remaining Senior Certificates (other than the Class PO Certificates) pro rata in
accordance with their respective outstanding Certificate Principal Balances, and
(iii) the amount set forth in Section 4.02(a)(i) will be distributed as set
forth therein; provided that the aggregate amount distributable to the Senior
Support Certificates and Class A-3 Certificates in respect of the aggregate
Accrued Certificate Interest thereon and in respect of their aggregate pro rata
portion of the Senior Principal Distribution Amount will be distributed among
such Certificates in the following priority: first, to the Class A-3
Certificates, up to an amount equal to the Accrued Certificate Interest thereon;
second to the Class A-3 Certificates, up to the Super Senior Optimal Principal
Distribution Amount, in reduction of the Certificate Principal Balance thereof;
third, to the Senior Support Certificates, up to an amount equal to the Accrued
Certificate Interest thereon; and fourth, to the Senior Support Certificates,
the remainder, until the Certificate Principal Balance thereof is reduced to
zero.
(d) On or after the occurrence of the Credit Support Depletion Date and
upon reduction of the Certificate Principal Balance of the Senior Support
Certificates to zero, all priorities relating to distributions as described in
clause (a) above in respect of principal among the various classes of Senior
Certificate will be disregarded and an amount equal to the Discount Fraction of
the principal portion of scheduled payments and unscheduled collections received
or
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advanced in respect of Discount Mortgage Loans will be distributed to the
Class PO Certificates, and the Senior Principal Distribution Amount will be
distributed to the remaining Classes of Senior Certificates (other than the
Class PO Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances and the amount set forth in Section 4.02(a)(i)
will be distributed as set forth therein.
(e) After the reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class PO Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class PO
Certificates) will be entitled to no further distributions of principal thereon
and the Available Distribution Amount will be paid solely to the holders of the
Class PO, Class IO and Subordinate Certificates, in each case as described
herein.
(f) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Servicer receives amounts, which the Servicer reasonably believes to represent
subsequent recoveries (net of any related liquidation expenses), or determines
that it holds surplus amounts previously reserved to cover estimated expenses,
specifically related to such Mortgage Loan (including, but not limited to,
recoveries in respect of the representations and warranties made by the related
Seller pursuant to the Purchase Agreement), the Servicer shall distribute such
amounts to the applicable Certificateholders of the Class or Classes to which
such Realized Loss was allocated (or to Ambac, as subrogee for such
Certificateholders, to the extent Ambac made an Ambac Insurance Payment in
respect of such Realized Loss), if applicable (with the amounts to be
distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss or (ii) such Class of Certificates has been deposited into a separate trust
fund or other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments were protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed with respect to the Certificates of any Class shall be distributed
by the Servicer to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class IO Certificates), on a pro rata
basis based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date and (ii) with respect to the Class IO Certificates,
to the Class IO Certificates in the same proportion as the related Realized Loss
was allocated. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute
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subsequent recoveries with respect to Mortgage Loans that are no longer assets
of the Trust Fund.
(g) 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. The Trustee and the Depository shall be responsible for allocation
of the aggregate amount of distributions in reduction of the Certificate
Principal Balance of the Insured Certificates as set forth in Section 4.12. None
of the Trustee, the Certificate Registrar, the Company or the Servicer shall
have any responsibility therefor.
(h) 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).
(i) Notwithstanding the priorities relating to distributions of principal
among the Insured Certificates described above, on any Distribution Date,
distributions in respect of principal on the Insured Certificates will be
allocated among the Certificate Owners of the Insured Certificates as set forth
in Section 4.10. On each Distribution Date on which amounts are available for
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates (including, for purposes of this paragraph, the portion of any
Ambac Insurance Payment allocable to principal) the aggregate amount allocable
to such distributions will be rounded upward by the Rounding Amount. Such
rounding will be accomplished on the first Distribution Date on which
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates are made by withdrawing from the Rounding Account the Rounding
Amount for deposit into the Payment Account, and such Rounding Amount will be
added to the amount that is allocable for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates. On each succeeding
Distribution Date on which distributions in reduction of the Certificate
Principal Balance of the Insured Certificates are made, first, the aggregate
amount available for distribution in reduction of the Certificate Principal
Balance of the Insured Certificates will be applied to repay the Rounding Amount
withdrawn from the Rounding Account on the prior Distribution Date and then, the
remainder of such allocable amount, if any,
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will be similarly rounded upward through another withdrawal from the Rounding
Account and such determined Rounding Amount will be added to the amount that is
allocable for distributions in reduction of the Certificate Principal Balance of
the Insured Certificates. Any funds remaining in the Rounding Account after the
Certificate Principal Balance of the Insured Certificates is reduced to zero
shall be distributed to the Class R Certificateholders.
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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, Ambac and other parties to this Agreement via the Trustee's
internet website and its fax-on-demand service a statement as to each Class of
Certificates and the Mortgage Pool that includes the information set forth in
Exhibit M attached hereto.
The Trustee's fax-on-demand service may be accessed by calling (301)
815-6610. The Trustee's internet website shall initially be located at
"www.ctslink.com." Assistance in using the website or the fax-on-demand service
can be obtained by calling the Trustee's customer service desk at (301)
815-6600. Parties that are unable to use the above distribution options 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.
(b) Within a reasonable period of time after the end of each calendar year,
the Trustee shall prepare, or cause to be prepared, and shall forward, or cause
to be forwarded, to each Person who at any time during the calendar year was the
Holder of a Certificate, other than a Class R Certificate, a statement
containing the information set forth in clauses (i) and (ii) of subsection (a)
above aggregated for such calendar year or applicable portion thereof during
which such Person was a Certificateholder. Such obligation of the Trustee shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code.
(c) Within a reasonable period of time after the end of each calendar year,
the Trustee shall prepare, or cause to be prepared, and shall forward, or cause
to be forwarded, to each Person who at any time during the calendar year was the
Holder of a Class R Certificate, a statement containing the applicable
distribution information provided pursuant to this Section 4.03 aggregated for
such calendar year or applicable portion thereof during which such Person was
the Holder of a Class R Certificate. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Servicer pursuant to any requirements of
the Code.
(d) Upon the written request of any Certificateholder, the Trustee, as soon
as reasonably practicable, shall provide the requesting Certificateholder with
such information as is necessary and appropriate, in the Trustee's sole
discretion, for purposes of satisfying applicable reporting requirements under
Rule 144A.
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
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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.
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
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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 B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such Realized Losses are on a Discount Mortgage Loan, to the Class PO
Certificates in an amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among all the Senior Certificates (other than
the Class PO Certificates) on a pro rata basis, as described below. The
principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on the Discount Mortgage Loans will
be allocated to the Class PO Certificates in an amount equal to the Discount
Fraction thereof and the remainder of such Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates (other than the
Class PO Certificates) and Subordinate Certificates, on a pro rata basis, as
described below, provided however, that Realized Losses otherwise allocable to
the Class A-3 Certificates will be allocated to the Senior Support Certificates
until the Certificate Principal Balance of the Senior Support Certificates is
reduced to zero.
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As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date; provided
that for purposes of determining "pro rata," the Certificate Principal Balance
of the Class A-3 Certificates shall be deemed to be the lesser of (a) the
Certificate Principal Balance thereof as of the Closing Date or (b) the
Certificate Principal Balance thereof as of such date of determination. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Servicer or the Subservicers shall file information returns with
respect to the receipt of mortgage interests received in a trade or business,
the reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
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
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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.
Section 4.08. Insured Reserve Fund.
No later than the Closing Date, the Trustee will establish and maintain
with itself one or more segregated trust accounts that are Eligible Accounts,
which shall be titled "Insured Reserve Fund, Norwest Bank Minnesota, National
Association, as trustee for the registered holders of Residential Asset Mortgage
Products, Inc., GMACM Mortgage Pass-Through Certificates, Series 2000-J1, Class
A-5." On the Closing Date, Bear, Stearns & Co. Inc. (the "Underwriter") shall
deposit with the Trustee, and the Trustee shall deposit into the Insured Reserve
Fund, cash in an amount equal to $6,000.
The Trustee shall withdraw amounts on deposit in the Insured Reserve Fund
for deposit into the Payment Account, and to pay to the holders of the Insured
Certificates pursuant to Section 4.02(a)(i) on a Distribution Date the amount of
Prepayment Interest Shortfalls and Relief Act Shortfalls otherwise allocable to
the Class A-5 Certificates pursuant to the definition of Accrued Certificate
Interest (to the extent not offset by the Servicer pursuant to Section 3.16(e)
hereof), on such Distribution Date, to the extent of funds on deposit in the
Insured Reserve Fund (the amount of such withdrawal for any Distribution Date,
the "Insured Reserve Withdrawal"). The Trustee will deliver to Ambac promptly
after each Distribution Date a statement setting forth the Insured Reserve
Withdrawal for such Distribution Date and the aggregate amount of Insured
Reserve Withdrawals as of such Distribution Date.
For federal income tax purposes, the Underwriter shall be the owner of the
Reserve Fund and shall report all items of income, deduction, gain or loss
arising therefrom. Notwithstanding anything herein to the contrary, the Insured
Reserve Fund shall not be an asset of the REMIC. The Insured Reserve Fund shall
be invested in Permitted Investments at the direction of the Underwriter. All
income and gain realized from investment of funds deposited in the Insured
Reserve Fund shall be deposited in the Insured Reserve Fund for the sole use and
exclusive benefit of the Insured Reserve Fund. The amount of any loss incurred
in respect of any such investments shall be deposited in the Insured Reserve
Fund by the Underwriter out of its own funds immediately as realized without any
right of reimbursement. The balance, if any, remaining in the Insured Reserve
Fund on the Distribution Date on which the Certificate Principal Balance of the
Insured Certificates is reduced to zero will be distributed by the Trustee to
the Underwriter. To the extent that the Insured Reserve Fund constitutes a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve
fund and not an asset of the REMIC and (2) it shall be owned by the Underwriter,
all within the meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 4.09. Rounding Account.
No later than the Closing Date, the Trustee will establish and maintain
with itself a segregated trust account that is an Eligible Account, which shall
be titled "Rounding Account, Norwest Bank Minnesota, National Association, as
trustee for the registered holders of
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Residential Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through
Certificates, Series 2000-J1, Class A-5." On the Closing Date, the Underwriter
shall deposit with the Trustee, and the Trustee shall deposit into the Rounding
Account, cash in an amount equal to $999.99.
The Trustee on each Distribution Date shall, based upon information
provided by the Servicer for the related Distribution Date, withdraw funds from
the Rounding Account to pay to the holders of the Insured Certificates pursuant
to Section 4.02(i) the Rounding Amount. In addition, the Trustee on each
Distribution Date shall, based upon information provided by the Servicer for the
related Distribution Date, withdraw funds from the Payment Account to repay to
the Rounding Account the Rounding Amount from the prior Distribution Date as
contemplated in Section 4.02(i).
Any amounts remaining in the Rounding Account on the date on which the
Certificate Principal Balance of the Insured Certificates has been reduced to
zero, or the Trust Fund is terminated, whichever occurs earlier, shall be paid
to the Holders of the Class R Certificates.
Section 4.10. Principal Distributions on the Insured Certificates.
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates will be made in integral multiples of $1,000 at the request
of the appropriate representatives of Deceased Owners of Insured Certificates
and at the request of Living Owners of Insured Certificates or by mandatory
distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro
rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the
Certificate Principal Balance of the Insured Certificates are made, such
distributions will be made in the following priority:
(i) any request by the personal representatives of a Deceased Owner or
by a surviving tenant by the entirety, by a surviving joint tenant or by a
surviving tenant in common, but not exceeding an aggregate amount of
$100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate
amount of $10,000 per request.
Thereafter, distributions will be made, with respect to the Insured
Certificates, as provided in clauses (i) and (ii) above up to a second $100,000
and $10,000, respectively. This sequence of priorities will be repeated for each
request for principal distributions made by the Certificate Owners of the
Insured Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Balance of the Insured Certificates presented on behalf of Deceased Owners in
accordance with the provisions of clause (i) above will be accepted in order of
their receipt by the Depository. Requests for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All requests for distributions in
reduction of the Certificate Principal Balance of the Insured Certificates will
be accepted in accordance with the provisions set forth in Section 4.10(c). All
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requests for distributions in reduction of the Certificate Principal Balance of
the Insured Certificates with respect to any Distribution Date must be received
by the Depository and on the Depository's "participant terminal system" and
received by the Trustee no later than the close of business on the related
Record Date. Requests for distributions that are on the Depository's participant
terminal system and received by the Trustee after the related Record Date and
requests, in either case, for distributions not accepted with respect to any
Distribution Date, will be treated as requests for distributions in reduction of
the Certificate Principal Balance of Insured Certificates on the next succeeding
Distribution Date, and each succeeding Distribution Date thereafter, until such
request is accepted or is withdrawn as provided in Section 4.10(c). Such
requests as are not so withdrawn shall retain their order of priority without
the need for any further action on the part of the appropriate Certificate Owner
of the related Insured Certificate, all in accordance with the procedures of the
Depository and the Trustee. Upon the transfer of the beneficial ownership of any
Insured Certificate, any distribution request previously submitted with respect
to such Certificate will be deemed to have been withdrawn only upon the receipt
by the Trustee on or before the Record Date for such Distribution Date of
notification of such withdrawal in the manner set forth in Section 4.10(c) on
the Depository's participant terminal system.
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates will be applied in an amount equal to the Senior Principal
Distribution Amount allocable to such Class pursuant to Section 4.02(b), plus
any amounts available for distribution from the Rounding Account established as
provided in Section 4.09, provided that the aggregate distribution in reduction
of the Certificate Principal Balance of the Insured Certificates on any
Distribution Date shall be made in an integral multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution Amount
allocable to distributions in reduction of the Certificate Principal Balance of
the Insured Certificates on any Distribution Date exceeds the aggregate
Certificate Principal Balance of Insured Certificates with respect to which
distribution requests, as set forth above, have been received (plus any amounts
required to be distributed pursuant to the Rounding Account), distributions in
reduction of the Certificate Principal Balance of the Insured Certificates will
be made by mandatory distribution pursuant to Section 4.10(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Owner
for purposes of this Section 4.10 if the death of the Certificate Owner thereof
is deemed to have occurred. Insured Certificates beneficially owned by tenants
by the entirety, joint tenants or tenants in common will be considered to be
beneficially owned by a single owner. The death of a tenant by the entirety,
joint tenant or tenant in common will be deemed to be the death of the
Certificate Owner, and the Insured Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
Certificate Principal Balance thereof, subject to the limitations stated above.
Insured Certificates beneficially owned by a trust will be considered to be
beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Certificate Owners of a number of
Individual Insured Certificates of which such trust is the owner. The death of a
beneficiary of a trust will be deemed to be the death of a Certificate Owner of
the Insured Certificates, as applicable, owned by the trust to the extent of
such beneficiary's beneficial interest in such trust. The death of an individual
who was a tenant by the
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entirety, joint tenant or tenant in common in a tenancy which is the beneficiary
of a trust will be deemed to be the death of the beneficiary of such trust. The
death of a person who, during his or her lifetime, was entitled to substantially
all of the beneficial ownership interests in Individual Insured Certificates
will be deemed to be the death of the Certificate Owner of such Insured
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Depository Participant.
Such beneficial interest will be deemed to exist in typical cases of street name
or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts
to Minors Act and community property or other joint ownership arrangements
between a husband and wife. Certificate interests shall include the power to
sell, transfer or otherwise dispose of an Insured Certificate and the right to
receive the proceeds therefrom, as well as interest and distributions in
reduction of the Certificate Principal Balance of the Insured Certificates, as
applicable, payable with respect thereto. The Trustee shall not be under any
duty to determine independently the occurrence of the death of any deceased
Certificate Owner. The Trustee may rely entirely upon documentation delivered to
it pursuant to Section 4.10(c) in establishing the eligibility of any
Certificate Owner to receive the priority accorded Deceased Owners in Section
4.10(a).
(c) Requests for distributions in reduction of the Certificate Principal
Balance of Insured Certificates must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in Insured
Certificates. In the case of a request on behalf of a Deceased Owner,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Depository Participant under separate cover. The Depository Participant
shall forward a certification, satisfactory to the Trustee, certifying the death
of the Beneficial Owner and the receipt of the appropriate death and tax
waivers. The Depository Participant should in turn make the request of the
Depository (or, in the case of an Indirect Depository Participant, such Indirect
Depository Participant must notify the related Depository Participant of such
request, which Depository Participant should make the request of the Depository)
on the Depository's participant terminal system. The Depository may establish
such procedures as it deems fair and equitable to establish the order of receipt
of requests for such distributions received by it on the same day. None of the
Company, Servicer or the Trustee shall be liable for any delay in delivery of
requests for distributions or withdrawals of such requests by the Depository, a
Depository Participant or any Indirect Depository Participant.
The Depository shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Insured Certificates that
have submitted requests for distributions in reduction of the Certificate
Principal Balance of Insured Certificates, together with the order of receipt
and the amounts of such requests on the Depository's participant terminal
system. The Depository will honor requests for distributions in the order of
their receipt (subject to the priorities described in Section 4.10(a) above).
The Trustee shall notify the Depository as to which requests should be honored
on each Distribution Date at least three Business Days prior to such
Distribution Date based on the report received by the Trustee pursuant to
Section 4.04 and shall notify the Depository as to the amount of the Senior
Principal Distribution amount to be distributed to the Insured Certificates by
Random Lot pursuant to Section 4.10(d). Requests shall be honored by the
Depository in accordance with the procedures, and subject to the priorities and
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limitations, described in this Section 4.10. The exact procedures to be followed
by the Trustee and the Depository for purposes of determining such priorities
and limitations will be those established from time to time by the Trustee or
the Depository, as the case may be. The decisions of the Trustee and the
Depository concerning such matters will be final and binding on all affected
persons.
Individual Insured Certificates that have been accepted for a distribution
shall be due and payable on the applicable Distribution Date. Such Certificates
shall cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs.
Any Certificate Owner of an Insured Certificate that has requested a
distribution may withdraw its request by so notifying in writing the Depository
Participant or Indirect Depository Participant that maintains such Certificate
Owner's account. In the event that such account is maintained by an Indirect
Depository Participant, such Indirect Depository Participant must notify the
related Depository Participant which in turn must forward the withdrawal of such
request on the Depository's participant terminal system. If such withdrawal of a
request for distribution has not been received on the Depository's participant
terminal system on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to the
making of distributions in reduction of the Certificate Principal Balance of the
Insured Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the Certificate
Principal Balance of the Insured Certificates are rejected by the Trustee for
failure to comply with the requirements of this Section 4.10, the Trustee shall
return such request to the appropriate Depository Participant with a copy to the
Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of the Insured Certificates on a Distribution Date
exceed the outstanding Certificate Principal Balance of Insured Certificates
with respect to which distribution requests have been received by the related
Record Date, as provided in Section 4.10(a) above, the additional distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
will be made by mandatory distributions in reduction thereof. Such mandatory
distributions on Individual Insured Certificates will be made by Random Lot in
accordance with the then-applicable Random Lot procedures of the Depository, the
Depository Participants and the Indirect Depository Participants representing
the Certificate Owners; provided however, that, if after the distribution in
reduction of the Certificate Principal Balance of the Insured Certificates on
the next succeeding Distribution Date on which mandatory distributions are to be
made, the Certificate Principal Balance of the Insured Certificates would not be
reduced to zero, the Individual Insured Certificates to which such distributions
will be applied shall be selected by the Depository from those Insured
Certificates not otherwise receiving distributions in reduction of the
Certificate Principal Balance on such Distribution Date. The Trustee shall
notify the Depository of the aggregate amount of the mandatory distribution in
reduction of the Certificate Principal Balance of the Insured Certificates to be
made on the next Distribution Date. The Depository shall then allocate such
aggregate amount among its Depository Participants on a Random Lot basis. Each
Depository Participant and, in turn, each Indirect Depository Participant will
then select, in accordance with its own procedures, Individual Insured
Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates, such that the total
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amount so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Depository Participant by the Depository and to
such Indirect Depository Participant by its related Depository Participant, as
the case may be. Depository Participants and Indirect Depository Participants
that hold Insured Certificates selected for mandatory distributions in reduction
of the Certificate Principal Balance thereof are required to provide notice of
such mandatory distributions to the affected Certificate Owners. The Servicer
agrees to notify the Trustee of the amount of distributions in reduction of the
Certificate Principal Balance of the Insured Certificates to be made on each
Distribution Date in a timely manner such that the Trustee may fulfill its
obligations pursuant to the letter of representations dated the Closing Date
among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any
Distribution Date following the first Distribution Date on which (i) any
Realized Losses are allocated to the Insured Certificates and (ii) an Ambac
Default is occurring, distributions in reduction of the Certificate Principal
Balance of the Insured Certificates will be made pro rata among the Certificate
Owners of the Insured Certificates and will not be made in integral multiples of
$1,000 nor pursuant to requests for distribution as permitted by this Section
4.10 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured
Certificates are issued pursuant to Section 5.01, an amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which distributions in
reduction of the Certificate Principal Balance of the Insured Certificates are
to be made; provided that such procedures shall be consistent, to the extent
practicable and customary for certificates similar to the Insured Certificates,
with the provisions of this Section 4.10.
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Article V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D,
respectively, and shall, on original issue, be executed and delivered
by the Trustee to the Certificate Registrar for authentication and
delivery to or upon the order of the Company upon receipt by the
Trustee or one or more Custodians of the documents specified in
Section 2.01. The Certificates shall be issuable in the minimum
denominations designated in the Preliminary Statement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized signatory of the Trustee. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
authorized signatories of the Trustee shall bind the Trustee, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Certificate or did not hold such offices
at the date of such Certificates. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there appears
on such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Certificate Registrar by manual signature,
and such certificate upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates may
not be transferred by the Trustee except to another Depository that
agrees to hold such Certificates for the respective Certificate Owners
with Ownership Interests therein. The Holders of the Book-Entry
Certificates shall hold their respective Ownership Interests in and to
each of such Certificates through the book-entry facilities of the
Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Servicer and the Company may for all purposes (including
the making of payments due on the respective Classes of Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the respective Classes of Book-Entry Certificates for the
purposes of exercising the rights of Certificateholders hereunder. The rights of
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of any
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Class of Book-Entry Certificates with respect to any particular matter shall not
be deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository is
no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Servicer nor the Trustee shall
be liable for any actions taken by the Depository or its nominee, including,
without limitation, any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Servicer shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Trustee shall provide
for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee is initially appointed
Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant
to Section 8.12 and, in the case of any Senior Support, Class M, Class
B or Class R Certificate, upon satisfaction of the conditions set
forth below, the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates
are so surrendered for exchange the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver the Certificates
of such Class which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so
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required by the Trustee or the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in
writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws. In
the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee
and the Company that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor,
from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the
Company or the Servicer (except that, if such transfer is made by the
Company or the Servicer or any Affiliate thereof, the Company or the
Servicer shall provide such Opinion of Counsel at their own expense);
provided that such Opinion of Counsel will not be required in
connection with the initial transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the
Company and (B) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit H-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.
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(e) (i) In the case of any Senior Support, Class M, Class B or Class R
Certificate presented for registration in the name of any Person,
either (A) the Trustee shall require an Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee, the Company
and the Servicer to the effect that the purchase or holding of such
Senior Support, Class M, Class B or Class R Certificate is permissible
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and
will not subject the Trustee, the Company or the Servicer to any
obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of
the Trustee, the Company or the Servicer or (B) the prospective
Transferee shall be required to provide the Trustee, the Company and
the Servicer with a certification to the effect set forth in paragraph
six of Exhibit H-1 (with respect to any Class B Certificate), Exhibit
H-2 (with respect to any Senior Support Certificate or 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 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 Senior Support, Class M or Class B Certificate,
the following conditions are satisfied: (i) such Transferee is an
insurance company, (ii) the source of funds used to purchase or hold
such Certificate (or interest therein) is an "insurance company
general account" (as defined in U.S. Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied
(each entity that satisfies this clause (b), a "Complying Insurance
Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel or
certification will not be required with respect to the transfer of any
Senior Support Certificate or Class M Certificate to a Depository, or
for any subsequent transfer of any interest in a Senior Support
Certificate or Class M Certificate for so long as such Certificate is
a Book-Entry Certificate (each such Senior Support Certificate or
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 Senior Support Certificate or Class M Certificate
(or any interest therein) is acquired or held in violation of the
provisions of Section (ii)
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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 Senior Support Certificate or 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:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as
a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit G-1)
from the proposed Transferee, in form and substance satisfactory to
the Servicer, representing and warranting, among other things, that it
is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person who is
not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed the provisions
of this Section 5.02(f) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit G-2, from the
Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Servicer, representing and warranting,
among other things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the
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proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not
to transfer its Ownership Interest unless it provides a certificate to
the Trustee in the form attached hereto as Exhibit G-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is, or
is holding an Ownership Interest in a Class R Certificate on behalf
of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer
in the form attached hereto as Exhibit G-2 and all of such other
documents as shall have been reasonably required by the Trustee
as a condition to such registration. Transfers of the Class R
Certificates to Non-United States Persons and Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii)(A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments
due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of
this Agreement.
(B) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of
the Holder of such Class R Certificate as described in clause (iii)(A)
above shall be invalid, illegal or unenforceable, then the Servicer
shall have the right, without notice to the holder or any prior holder
of such
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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 each
Class R Certificate in accordance with the instructions of the
Servicer. Such purchaser may be the Servicer itself or any Affiliate
of the Servicer. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Servicer or its
Affiliates), expenses and taxes due, if any, will be remitted by the
Servicer to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the sole
discretion of the Servicer, and the Servicer shall not be liable to
any Person having an Ownership Interest in a Class R Certificate as a
result of its exercise of such discretion.
(iv) The Trustee shall make available, upon written request from the
Internal Revenue Service and any potentially affected Person, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an
Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Trustee before it will provide
such information to any such potentially affected Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Senior (in the case of the Class
A-5 Certificates, such determination shall be made without giving
effect to the Ambac Policy), Class M or Class B Certificates below the
lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), an 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 REMIC to cease to qualify as a REMIC and will
not cause (x) any portion of the REMIC to be subject to an
entity-level tax caused by the Transfer of any Class R Certificate to
a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that
is not a Permitted Transferee.
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(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Servicer, the Trustee, Ambac, the Certificate Registrar and any
agent of the Company, the Servicer, the Trustee, Ambac 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, Ambac, the Certificate Registrar nor any
agent of the Company, the Servicer, the Trustee, Ambac or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Trustee shall
deposit or cause to be deposited with the Paying Agent a sum sufficient to make
the payments to the Certificateholders in the amounts and in the manner provided
for in Section 4.02, such sum to be held in trust for the benefit of the
Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will
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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.
(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 and any Prepayment Interest Shortfalls allocated to the
Insured Certificates to the extent covered by the Insured Reserve Fund
or a Guaranteed Distribution.
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(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.
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Article VI
THE COMPANY AND THE SERVICER
Section 6.01. Respective Liabilities of the Company and the Servicer.
The Company and the Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed upon
and undertaken by the Company and the Servicer herein. By way of illustration
and not limitation, the Company is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 7.01 or
Section 10.01 to assume any obligations of the Servicer or to appoint a designee
to assume such obligations, nor is it liable for any other obligation hereunder
that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by Servicer.
(a) The Company and the Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its
respective duties under this Agreement.
(b) Any Person into which the Company or the Servicer may be merged or
consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Servicer shall be a party,
or any Person succeeding to the business of the Company or the
Servicer, shall be the successor of the Company or the Servicer, as
the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; PROVIDED, HOWEVER,
that the successor or surviving Person to the Servicer shall be
qualified to service mortgage loans on behalf of Fannie Mae or Freddie
Mac; and provided further that each Rating Agency's ratings, if any,
of the Senior (in the case of the Class A-5 Certificates, such
determination shall be made without giving effect to the Ambac
Policy), Class M or Class B Certificates in effect immediately prior
to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such effect
from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person
accepting such assignment or delegation shall be a Person which is
qualified to service mortgage loans on behalf of 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
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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 (in the case of the Class A-5
Certificates, such determination shall be made without giving effect
to the Ambac Policy) that have been rated in effect immediately prior
to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced
by a letter to such effect from each Rating Agency). In the case of
any such assignment and delegation, the Servicer shall be released
from its obligations under this Agreement, except that the Servicer
shall remain liable for all liabilities and obligations incurred by it
as Servicer hereunder prior to the satisfaction of the conditions to
such assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the Company, the Servicer and
Others.
Neither the Company, the Servicer nor any of the directors, officers,
employees or agents of the Company or the Servicer shall be under any liability
to the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Servicer or any such Person against any
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Company, the Servicer and any director,
officer, employee or agent of the Company or the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company, the Servicer and
any director, officer, employee or agent of the Company or the Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Company nor the Servicer shall be under any obligation to
appear in, prosecute or defend any legal or administrative action, proceeding,
hearing or examination that is not incidental to its respective duties under
this Agreement and which in its opinion may involve it in any expense or
liability; provided, however, that the Company or the Servicer may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Company and the
Servicer shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as provided by Section
3.10 and, on the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs shall be allocated in reduction of
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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.
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Article VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Servicer shall fail to deposit or cause to be deposited into the
Payment Account any amounts required to be so deposited therein at the
time required pursuant to Section 4.01 or otherwise, and in either
case, such failure shall continue unremedied for a period of 5 days
after the date upon which written notice of such failure, requiring
such failure to be remedied, shall have been given to the Servicer by
the Trustee or the Company or to the Servicer, the Company and the
Trustee by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Servicer shall fail to observe or perform in any material respect
any other of the covenants or agreements on the part of the Servicer
contained in the Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a period of 30 days (except
that such number of days shall be 15 in the case of a failure to pay
the premium for any Required Insurance Policy) after the date on which
written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Trustee or the Company,
or to the Servicer, the Company and the Trustee by the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii)a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar
law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Servicer or of, or relating to, all or substantially
all of the property of the Servicer; or
(v) the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
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(vi) the Servicer shall notify the Trustee pursuant to Section 4.04(b) that
it is unable to deposit in the Payment Account an amount equal to the
Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, the Company may, and at the direction of Holders
of Certificates entitled to at least 51% of the Voting Rights, the Trustee
shall, by notice in writing to the Servicer (and to the Company if given by the
Trustee or to the Trustee if given by the Company), terminate all of the rights
and obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof, other than its rights as a Certificateholder
hereunder. If an Event of Default described in clause (vi) hereof shall occur,
the Trustee shall, by notice to the Servicer and the Company, immediately
terminate all of the rights and obligations of the Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Certificates (other
than as a Holder thereof) or the Mortgage Loans or otherwise, shall subject to
Section 7.02 pass to and be vested in the Trustee or the Trustee's designee
appointed pursuant to Section 7.02; and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer agrees to cooperate with the
Trustee in effecting the termination of the Servicer's responsibilities and
rights hereunder, including, without limitation, the transfer to the Trustee or
its designee for administration by it of all cash amounts which shall at the
time be credited to the Custodial Account or the Payment Account or thereafter
be received with respect to the Mortgage Loans. 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 or Company 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
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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.
If the Trustee becomes the successor to the Servicer hereunder, the Trustee
shall be entitled to be reimbursed by the Servicer for all costs associated with
the transfer of the servicing of the Mortgage Loans to the Trustee, including
any costs or expenses associated with the complete transfer of all servicing
data and the completion, correction or manipulation of such servicing data as
may be required by the Trustee to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee to service the Mortgage Loans
in accordance with this Agreement. To the extent that any such costs and
expenses of the Trustee resulting from the termination of the Servicer pursuant
to this Section 7.02 are not reimbursed by the terminated Servicer, the Trustee
shall be entitled to reimbursement of such costs and expenses from the Payment
Account.
Any successor, including the Trustee, to the Servicer shall maintain in
force during its term as Servicer hereunder insurance policies and fidelity
bonds as may be required to be maintained by the Servicer pursuant to Section
3.12.
If the Trustee shall succeed to any duties of the Servicer with respect to
the Mortgage Loans as provided herein, it shall do so in a separate capacity and
not in its capacity as Trustee and, accordingly, the provisions of Article VIII
shall be inapplicable to the Trustee in its duties as successor Servicer in the
servicing of the Mortgage Loans (although such provisions shall
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continue to apply to the Trustee in its capacity as trustee); the provisions of
Article III, however, shall apply to the Trustee in its capacity as successor
Servicer.
(b) In connection with the termination or resignation of the Servicer
hereunder, either (i) the successor Servicer, including the Trustee if the
Trustee is acting as successor Servicer, shall represent and warrant that it is
a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to revise its records to reflect the transfer of servicing to the successor
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to execute
and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Servicer. The predecessor Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this subsection (b). The successor Servicer
shall cause such assignment to be delivered to the Trustee or the Custodian
promptly upon receipt of the original with evidence of recording thereon or a
copy certified by the public recording office in which such assignment was
recorded.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice
of each such Event of Default hereunder known to the Trustee, unless
such Event of Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
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.
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Article VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default
has occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in their exercise as a
prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine
them to determine whether they conform to the requirements of this
Agreement. The Trustee shall notify the Certificateholders of any such
documents which do not materially conform to the requirements of this
Agreement in the event that the Trustee, after so requesting, does not
receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 7.03 and 10.01. The Trustee shall furnish in a timely fashion
to the Servicer such information as the Servicer may reasonably request from
time to time for the Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of any portion of
the REMIC as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(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
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or opinions furnished to the Trustee by the Company or the Servicer
and which on their face, do not contradict the requirements of this
Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;
(iii)The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other
than a default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this
Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of
its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or
its assets or transactions including, without limitation, (A)
"prohibited transaction" penalty taxes as defined in Section 860F of
the Code, if, when and as the same shall be due and payable, (B) any
tax on contributions to a REMIC after the Closing Date imposed by
Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful
misconduct of the Trustee.
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
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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;
(vi) 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
(vii)To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Servicer in a timely manner any
Tax
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Returns prepared by or on behalf of the Servicer that the Trustee is
required to sign as determined by the Servicer pursuant to applicable
federal, state or local tax laws, provided that the Servicer shall
indemnify the Trustee for signing any such Tax Returns that contain
errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to
Section 10.01(f)) it shall have obtained or been furnished with an
Opinion of Counsel, which shall not be a cost of the Trustee or the
Trust Fund, to the effect that such contribution will not (i) cause
any portion of the 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 Expenses; Indemnification.
(a) The Trustee will be paid the Trustee's Fees each calendar month from
the Payment Account, pursuant to Section 4.02.
(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;
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(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.
(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
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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.
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(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
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any law of any jurisdiction in which any particular act or acts are to
be performed (whether as Trustee hereunder or as successor to the
Servicer hereunder), the Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer
to this Agreement and the conditions of this Article VIII. Each
separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be
filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the
extent permitted by law, without the appointment of a new or successor
trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Servicer and the Company, appoint
one or more Custodians who, except for Escrow Bank USA, an industrial loan
corporation organized under the laws of the State of Utah, are not Affiliates of
the Company, the Servicer or the Seller to hold all or a portion of the Mortgage
Files as agent for the Trustee, by entering into a Custodial Agreement;
provided, however, that the Trustee may appoint a Custodian that is an Affiliate
of the Company, the Servicer or the Seller if the Trustee receives written
confirmation from each Rating Agency that such appointment will not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the Ambac Policy in the case of the Class A-5 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. 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.
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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 Norwest 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.
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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, if less than such unpaid principal balance, the fair
market value of the related underlying property of such Mortgage Loan
with respect to Mortgage Loans as to which title has been acquired if
such fair market value is less than such unpaid principal balance (net
of any unreimbursed Advances attributable to principal) on the day of
repurchase plus accrued interest thereon at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of any Modified Mortgage Loan)
to, but not including, the first day of the month in which such
repurchase price is distributed, provided, however, that in no event
shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of 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 the REMIC as a REMIC.
The right of the Servicer to purchase all the assets of the Trust Fund
pursuant to clause (ii) above is conditioned upon the Pool Stated Principal
Balance as of the Final Distribution Date, prior to giving effect to
distributions to be made on such Distribution Date, being less than ten percent
of the Cut-off Date Principal Balance of the Mortgage Loans. If such right is
exercised by the Servicer, the Servicer shall be deemed to have been reimbursed
for the full amount of any unreimbursed Advances theretofore made by it with
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.
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(b) The Servicer shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Servicer anticipates that
the final distribution will be made to Certificateholders (whether as
a result of the exercise by the Servicer of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination,
specifying the anticipated Final Distribution Date (which shall be a
date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee (if
so required by the terms hereof) for payment of the final distribution
and cancellation, shall be given promptly by the Servicer (if it is
exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to the Certificateholders
mailed not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final payment of
the Certificates is anticipated to be made upon presentation and
surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii)that the Record Date otherwise applicable to such Distribution Date
is not applicable, and in the case of the Senior Certificates and
Class M Certificates, that payment will be made only upon presentation
and surrender of the Certificates at the office or agency of the
Trustee therein specified.
If the Servicer is obligated to give notice to Certificateholders as aforesaid,
it shall give such notice to the Certificate Registrar at the time such notice
is given to Certificateholders. In the event such notice is given by the
Servicer, the Servicer shall deposit in the Payment Account before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Fund computed as above provided.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Seller's election to
repurchase, or (ii) if the Seller elected to so repurchase, an amount
determined as follows: (A) with respect to each Certificate the
outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest for the related Interest Accrual Period thereon
and any previously unpaid Accrued Certificate Interest, subject to the
priority set forth in Section 4.02(a) and any Prepayment Interest
Shortfalls allocated to the Insured Certificates to the extent covered
by the Insured Reserve Fund or a Guaranteed Distribution, 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
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hereof), the Trustee shall on such date cause all funds in the Payment
Account not distributed in final distribution to Certificateholders to
be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Servicer
(if it exercised its right to purchase the assets of the Trust Fund),
or the Trustee (in any other case) shall give a second written notice
to the remaining Certificateholders to surrender their Certificates
for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Servicer to contact the
remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow account
and of contacting Certificateholders shall be paid out of the assets
which remain in the escrow account. If within nine months after the
second notice any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Servicer all amounts
distributable to the holders thereof and the Servicer shall thereafter
hold such amounts until distributed to such holders. No interest shall
accrue or be payable to any Certificateholder on any amount held in
the escrow account or by the Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject
to Section 10.01(f)) the Trustee and the Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense
of the Trustee) to the effect that the failure of the REMIC to comply
with the requirements of this Section 9.02 will not (i) result in the
imposition on the Trust of taxes on "prohibited transactions," as
described in Section 860F of the Code, or (ii) cause the REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Servicer shall establish a 90-day liquidation period for the REMIC
and specify the first day of such period in a statement attached to
the Trust Fund's final Tax Return pursuant to Treasury regulations
Section 1.860F-1. The Servicer also shall satisfy all of the
requirements of a qualified liquidation for a REMIC under Section 860F
of the Code and regulations thereunder;
(ii) The Servicer shall notify the Trustee at the commencement of such
90-day liquidation period and, at or prior to the time of making of
the final payment on the Certificates, the Trustee shall sell or
otherwise dispose of all of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii)If the Servicer or the Company 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.
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(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the REMIC at the expense of the Trust
Fund in accordance with the terms and conditions of this Agreement.
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Article X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund
as a REMIC under the Code and, if necessary, under applicable state
law. The assets of the REMIC are set forth in this Agreement. Such
election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state
return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued. For the purposes of the
REMIC election in respect of the Trust Fund, Certificates and
interests to be designated as the "regular interests" and the sole
class of "residual interests" in the REMIC will be set forth in
Section 10.03. The REMIC Administrator and the Trustee shall not
permit the creation of any "interests" (within the meaning of Section
860G of the Code) in the REMIC elected in respect of the Trust Fund
other than the "regular interests" and "residual interests" so
designated.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) GMAC Mortgage Corporation shall hold a Class R Certificate
representing a 0.01% Percentage Interest each Class of the Class R
Certificates and shall be designated as "the tax matters person" with
respect to the REMIC in the manner provided under Treasury regulations
section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1.
The REMIC Administrator, as tax matters person, shall (i) act on
behalf of the REMIC in relation to any tax matter or controversy
involving the Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The
legal expenses, including without limitation attorneys' or
accountants' fees, and costs of any such proceeding and any liability
resulting therefrom shall be expenses of the Trust Fund and the REMIC
Administrator shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful
misfeasance, bad faith or gross negligence.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to the
REMIC created hereunder and deliver such Tax Returns in a timely
manner to the Trustee and the Trustee shall sign and file such Tax
Returns in a timely manner. The expenses of preparing such returns
shall be borne by the REMIC Administrator without any right of
reimbursement therefor. The REMIC Administrator agrees to indemnify
and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors
or omissions. The Trustee and Servicer shall promptly provide the
REMIC Administrator with such information as the
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REMIC Administrator may from time to time request for the purpose of
enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class
R Certificate such information as is necessary for the application of
any tax relating to the transfer of a Class R Certificate to any
Person who is not a Permitted Transferee, (ii) to the Trustee, and the
Trustee shall forward to the Certificateholders, such information or
reports as are required by the Code or the REMIC Provisions including
reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the
Internal Revenue Service the name, title, address and telephone number
of the person who will serve as the representative of the REMIC.
(f) The Servicer and the REMIC Administrator shall take such actions and
shall cause the REMIC created hereunder to take such actions as are
reasonably within the Servicer's or the REMIC Administrator's control
and the scope of its duties more specifically set forth herein as
shall be necessary or desirable to maintain the status of the REMIC as
a REMIC under the REMIC Provisions (and the Trustee shall assist the
Servicer and the REMIC Administrator, to the extent reasonably
requested by the Servicer and the REMIC Administrator to do so). The
Servicer and the REMIC Administrator shall not knowingly or
intentionally take any action, cause the Trust Fund to take any action
or fail to take (or fail to cause to be taken) any action reasonably
within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status
of any portion of the REMIC as a REMIC or (ii) result in the
imposition of a tax upon the REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code) (either such event, in the absence of an Opinion
of Counsel or the indemnification referred to in this sentence, an
"Adverse REMIC Event") unless the Servicer or the REMIC Administrator,
as applicable, has received an Opinion of Counsel (at the expense of
the party seeking to take such action or, if such party fails to pay
such expense, and the Servicer or the REMIC Administrator, as
applicable, determines that taking such action is in the best interest
of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated
action will not, with respect to the REMIC created hereunder, endanger
such status or, unless the Servicer, the REMIC Administrator or both,
as applicable, determine in its or their sole discretion to indemnify
the Trust Fund against the imposition of such a tax, result in the
imposition of 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
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applicable, has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with
respect to the REMIC created hereunder or any related assets thereof,
or causing the REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee will consult
with the Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause
an Adverse REMIC Event to occur with respect to the REMIC, and the
Trustee shall not take any such action or cause the REMIC to take any
such action as to which the Servicer or the REMIC Administrator, as
applicable, has advised it in writing that an Adverse REMIC Event
could occur. The Servicer or the REMIC Administrator, as applicable,
may consult with counsel to make such written advice, and the cost of
same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense
of the Servicer or the REMIC Administrator. At all times as may be
required by the Code, the Servicer will to the extent within its
control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of the REMIC created
hereunder as "qualified mortgages" as defined in Section 860G(a)(3) of
the Code and "permitted investments" as defined in Section 860G(a)(5)
of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
the REMIC created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of the REMIC as
defined in Section 860G(c) of the Code, on any contributions to the
REMIC after the Startup Day therefor pursuant to Section 860G(d) of
the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local tax laws, such tax shall be charged (i)
to the Servicer, if such tax arises out of or results from a breach by
the Servicer of any of its obligations under this Agreement or the
Servicer has in its sole discretion determined to indemnify the Trust
Fund against such tax, (ii) to the Trustee, if such tax arises out of
or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in
the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of
such taxes shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such
taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Servicer shall, for federal income tax purposes,
maintain books and records with respect to the REMIC created hereunder
on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Servicer nor the Trustee shall
accept any contributions of assets to the REMIC created hereunder
unless (subject to Section 10.01(f)) the Servicer and the Trustee
shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of
such assets in the REMIC will not cause the REMIC to fail to qualify
as a REMIC at any time that any Certificates are outstanding or
subject the REMIC to
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any tax under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.
(j) Neither the Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which the REMIC created
hereunder will receive a fee or other compensation for services nor
permit the REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 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 the REMIC
created hereunder.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with
(i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
of the REMIC created hereunder, (iii) the termination of the REMIC
pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor
acquire any assets for the REMIC, nor sell or dispose of any
investments in the Custodial Account or the Payment Account for gain
nor accept any contributions to the REMIC after the Closing Date
unless it has received an Opinion of Counsel that such sale,
disposition, substitution or acquisition will not (a) affect adversely
the status of the REMIC as a REMIC or (b) unless the Servicer has
determined in its sole discretion to indemnify the Trust Fund against
such tax, cause the REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.
(n) The Trustee will apply for an employer identification number from the
Internal Revenue Service on a Form SS-4 or any other acceptable method
for all tax entities.
Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Company or the Servicer, as a result
of a breach of the Trustee's covenants set forth in Article VIII or
this Article X.
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(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 for federal income
tax purposes.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
PO, Class IO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates will be "regular interests" in the REMIC, and the Class R
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions under federal income tax law.
Section 10.04. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or any
Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest 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.
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Article XI
CERTAIN MATTERS REGARDING AMBAC
Section 11.01. Rights of Ambac to Exercise Rights of Insured
Certificateholders.
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Ambac Default exists, Ambac shall have the right to exercise all
consent, voting, direction and other control rights of the Insured
Certificateholders under this Agreement without any further consent of the
Insured Certificateholders.
Section 11.02. Claims Upon the Ambac Policy; Ambac Policy Payments Account.
(a) If, on the Business Day next succeeding the Determination Date, the
Trustee determines that (i) the funds that will be on deposit in the Payment
Account on the related Payment Account Deposit Date, to the extent distributable
to the Insured Certificateholders pursuant to Section 4.02(a)(i), together with
any Insured Reserve Withdrawal for the related Distribution Date, are
insufficient to pay the full amount of interest for the related Interest Accrual
Period on the Certificate Principal Balance of the Insured Certificates at the
related Pass-Through Rate (net of any Prepayment Interest Shortfalls or Relief
Act Shortfalls allocated to the Insured Certificates but only to the extent
covered by the Servicer pursuant to Section 3.16(e) or the Insured Reserve Fund)
on such Distribution Date, (ii) the principal portion of any Realized Loss is
allocated to the Insured Certificates on such Distribution Date or (iii) the
funds available in connection with an optional termination of the Trust Fund
pursuant to Section 5.06 or Section 9.01 or on the Final Distribution Date will
be insufficient to reduce the Certificate Principal Balances of the Insured
Certificates to zero, the Trustee shall give notice by telephone or telecopy of
the aggregate amount of such deficiency, confirmed in writing in the form set
forth as Exhibit A to the endorsement of the Ambac Policy, to Ambac, at or
before 12:00 noon, New York City time, on the Business Day prior to such
Distribution Date. If, subsequent to such notice, and prior to payment by Ambac
pursuant to such notice, additional amounts are deposited in the Payment
Account, the Trustee shall reasonably promptly notify Ambac and withdraw the
notice or reduce the amount claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and Ambac referred to
herein as the "Ambac Policy Payments Account" over which the Trustee shall have
exclusive control and sole right of withdrawal. The Trustee shall deposit any
amount paid under the Ambac Policy in the Ambac Policy Payments Account and
distribute such amount only for purposes of payment to Holders of Insured
Certificates of the Guaranteed Distribution for which a claim was made. Such
amount may not be applied to satisfy any costs, expenses or liabilities of the
Servicer, the Trustee or the Trust Fund. Amounts paid under the Ambac Policy
shall be transferred to the Payment Account in accordance with the next
succeeding paragraph and disbursed by the Trustee to Holders of Certificates in
accordance with Section 4.02, Section 5.06(c) or Section 9.01(c), as applicable.
It shall not be necessary for such payments to be made by checks or wire
transfers separate from the checks or wire transfers used to pay the Guaranteed
Distribution with other funds available to make such payment. However, the
amount of any payment of principal of or interest on the Insured Certificates to
be paid from funds transferred from the Ambac Policy Payments Account
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shall be noted as provided in paragraph (c) below and in the statement to be
furnished to Holders of the Certificates pursuant to Section 4.03. Funds held in
the Ambac Policy Payments Account shall not be invested by the Trustee.
On any Distribution Date with respect to which a claim has been made under
the Ambac Policy, the amount of any funds received by the Trustee as a result of
any claim under the Ambac Policy, to the extent required to make the Guaranteed
Distribution on such Distribution Date shall be withdrawn from the Ambac Policy
Payments Account and deposited in the Payment Account and applied by the
Servicer on behalf of the Trustee, together with the other funds to be
distributed to the Insured Certificateholders pursuant to Section 4.02, directly
to the payment in full of the Guaranteed Distribution due on the Insured
Certificates. Any funds remaining in the Ambac Policy Payments Account on the
first Business Day following a Distribution Date shall be remitted to Ambac,
pursuant to the instructions of Ambac, by the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount of
interest and principal paid into the Ambac Policy Payments Account in respect of
any Insured Certificate from moneys received under the Ambac Policy. Ambac shall
have the right to inspect such records at reasonable times during normal
business hours upon two Business Day's prior notice to the Trustee.
Section 11.03. Effect of Payments by Ambac; Subrogations.
Anything herein to the contrary notwithstanding, for purposes of this
Section 11.03 only, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the Ambac Policy shall not be considered payment of the Insured Certificates
from the Trust Fund. The Servicer and the Trustee acknowledge, and each Holder
by its acceptance of an Insured Certificate agrees, that without the need for
any further action on the part of Ambac, the Servicer, the Trustee or the
Certificate Registrar, to the extent Ambac makes payments, directly or
indirectly, on account of principal of or interest on the Insured Certificates
to the Holders of such Certificates, Ambac will be fully subrogated to, and each
Insured Certificateholder, the Servicer and the Trustee hereby delegate and
assign to Ambac, to the fullest extent permitted by law, the rights of such
Holders to receive such principal and interest from the Trust Fund; provided
that Ambac shall be paid such amounts only from the sources and in the manner
explicitly provided for herein.
The Trustee and the Servicer shall cooperate in all respects with any
reasonable request by Ambac for action to preserve or enforce Ambac's rights or
interests under this Agreement without limiting the rights or affecting the
interests of the Holders as otherwise set forth herein.
Section 11.04. Notices and Information to Ambac; Ambac as Third Party
Beneficiary.
(a) All notices, statements, reports, certificates or opinions required by
this Agreement to be sent to any other party hereto or to the Certificateholders
shall also be sent to Ambac.
(b) The Servicer shall designate a Person who shall be available to Ambac
to
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provide reasonable access to information regarding the Mortgage Loans and the
servicing practices and policies of the Servicer with respect thereto.
(c) Ambac shall be a third party beneficiary of this Agreement.
Section 11.05. Trustee to Hold Ambac Policy.
The Trustee will hold the Ambac Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereof and distributing the
proceeds thereof. Neither the Ambac Policy, nor the amounts paid on the Ambac
Policy will constitute part of the Trust Fund or assets of the REMIC created by
this Agreement. Each Insured Certificateholder, by accepting its Certificate,
appoints the Trustee as attorney-in-fact for the purpose of making claims on the
Ambac Policy. The Trustee shall surrender the Ambac Policy to Ambac for
cancellation upon the expiration of the term of the Ambac Policy as provided in
the Ambac Policy following the retirement of the Insured Certificates. To the
extent that the Ambac Policy constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside credit support agreement and not an asset
of the REMIC and (2) it shall be owned by Ambac, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations.
Section 11.06. Payment of Insurance Premium.
Unless otherwise designated in writing by the President or a Managing
Director of Ambac to the Trustee, the Insurance Premium to be paid pursuant to
Section 4.02(a) shall be paid by the Trustee to Ambac by wire transfer with the
following details specifically stated in the wire transfer:
Bank: Citibank, N.A.
ABA Number: 021000089
For the account of: Ambac Assurance Corporation
Account Number: 40609486
Policy Number: AB0356BE
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Article XII
MISCELLANEOUS PROVISIONS
Section 12.01. 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 (in the case of the Class A-5 Certificates,
without giving effect to the Ambac Policy), 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 (in the case of the Class A-5 Certificates,
without giving effect to the Ambac Policy), 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
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(other than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee,
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall
not be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, or
(vii)to amend any provision herein or therein that is not material to any
of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of
this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class;
PROVIDED, HOWEVER, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of
such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f)
and at the expense of the party seeking such amendment) to the effect
that such amendment or the exercise of any power granted to the
Servicer, the Company or the Trustee in accordance with such amendment
will not result in the imposition of a federal tax on the Trust Fund
or cause the REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to the
Custodian and each Certificateholder. It shall not be necessary for
the consent of Certificateholders under this Section 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.
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Section 12.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated,
and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Servicer and at its expense on
direction by the Trustee (pursuant to the request of Holders of
Certificates entitled to at least 25% of the Voting Rights), but only
upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of
the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.
Section 12.03. 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
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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 12.04. 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 12.05. 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, Ambac and the Company, as applicable:
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:
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
Attention: Corporate Trust, GMACM Mortgage
Pass-Through Certificates, Series 2000-J1
Ambac One State Street Plaza, 19th Floor
New York, New York 10004
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Attention: Structured Finance - Mortgage Backed
Securities (RAMP Series 2000-J1).
Fitch IBCA One State Street Plaza
New York, New York 10004
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. In each case in which a notice or other
communication to Ambac refers to an Ambac Default or a claim under the Ambac
Policy or with respect to which failure on the part of Ambac to respond shall be
deemed to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel of
Ambac and The Structured Finance - Mortgage Backed Securities Department of
Ambac and, in both cases, shall be marked to indicate "URGENT MATERIAL
ENCLOSED". 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 12.06. 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,
(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,
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(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,
(h) the occurrence of the Final Distribution Date, and
(i) any Ambac Default that has not been cured.
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 12.07. 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 12.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Servicer and the
Trustee; provided, that neither the Servicer nor the Trustee shall withhold
their consent thereto if their respective interests would not be materially
adversely affected thereby. To the extent that the terms of the Supplemental
Article do not in any way affect any provisions of this Agreement as to any of
the Certificates initially issued hereunder, the adoption of the Supplemental
Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions relating
to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
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).
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Section 12.09. Allocation of Voting Rights.
98.0% of all of the Voting Rights shall be allocated among Holders of
Certificates, other than the Class IO Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1% of all Voting Rights shall be allocated among the Holders of
the Class IO Certificates in accordance with their respective Percentage
Interests, and 1% of all Voting Rights shall be allocated among the Holders of
the Class R Certificates in accordance with their respective Percentage
Interests. As long as the Ambac Policy is in effect and unless Ambac is in
default under the Ambac Policy, Ambac will be entitled to exercise all Voting
Rights otherwise allocable to the Class A-5 Certificates.
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IN WITNESS WHEREOF, the Company, the Servicer and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized 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/ H. Park
-----------------------
Name: H. Park
Title: Assistant Vice President
GMAC MORTGAGE CORPORATION
[Seal]
By: /s/ Laura Reichel
------------------
Name: Laura Reichel
Title: Vice President
Attest: /s/ C. Brennan
---------------------
Name: C. Brennan
Title: Assistant Secretary
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
[Seal]
By: /s/ Peter A. Gobell
-----------------------------
Name: Peter A. Gobell
Title: Assistant Vice President
Attest: /s/ Amy Doyle
---------------------
Name: Amy Doyle
Title: Assistant Vice President
<PAGE>
STATE OF PENNSYLVANIA
)
) ss.:
COUNTY OF MONTGOMERY )
On the 28th day of April, 2000 before me, a notary public in and for said
State, personally appeared Patricia C. Taylor, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Stephanie Schada
------------------------------
Notary Public
[Notarial Seal]
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<PAGE>
STATE OF PENNSYLVANIA
)
) ss.:
COUNTY OF MONTGOMERY )
On the 28th day of April, 2000 before me, a notary public in and for said
State, personally appeared Laura Reichel, known to me to be a Vice President of
GMAC Mortgage Corporation, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Stephanie Schada
----------------------------
Notary Public
[Notarial Seal]
137
<PAGE>
STATE OF MARYLAND
)
) ss.:
COUNTY OF BALTIMORE )
On the 28th day of April, 2000 before me, a notary public in and for said
State, personally appeared Peter A. Gobell, known to me to be an Assistant Vice
President of Norwest Bank Minnesota, National Association, a national banking
association, that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Sharon A. Surguy
----------------------------
Notary Public
[Notarial Seal]
138
<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.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS APRIL 28, 2000. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $___ OF OID PER [$1,000] [$100,000] OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS___ % AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $___ PER [$1,000]
[$100,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE
OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-3
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).]
[NO TRANSFER OF THIS CLASS A-6 CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED 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
A-1
<PAGE>
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").
NOTWITHSTANDING THE ABOVE, 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
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<PAGE>
AGREEMENT SHALL INDEMNIFY AND HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE
SERVICER, ANY SUBSERVICER, AND THE TRUST FUND FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF
SUCH ACQUISITION OR HOLDING. ]
Certificate No. 1 [____]% Pass-Through Rate
Class A-__ Senior [Percentage Interest:______%]
Aggregate Initial Certificate
Date of Pooling and Servicing Principal Balance of the Class
Agreement : A-______ Certificates:
April 28, 2000
Initial Certificate Principal
Cut-off Date: Balance of this Certificate:
April 1, 2000 $_______________
First Distribution Date: CUSIP _________-_______
May 25, 2000
Servicer:
GMAC Mortgage Corporation
Assumed Final
Distribution Date:
- --------, -----
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-J1
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.
A-3
<PAGE>
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 Norwest Bank Minnesota,
National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any
required to be distributed to Holders of Class A-____ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Trustee or by
a Paying Agent appointed by the Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person entitled thereto if such
Person shall have so notified the Trustee or such Paying Agent, or by check
mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City of 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.
[As described above, no transfer of this Class A-6 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
A-4
<PAGE>
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").
[This Certificate is entitled to the benefits of an irrevocable and
unconditional certificate guaranty insurance policy issued by Ambac Assurance
Corporation].
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-5
<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-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 28, 2000 NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Trustee
By:____________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-___ Certificates referred to in the
within-mentioned Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity
but solely as Certificate Registrar
By:_____________________________
Authorized Signatory
A-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.
A-8
<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.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS APRIL 28, 2000. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $____ OF OID PER [$1,000] [$100,000] OF NOTIONAL AMOUNT, THE YIELD
TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER [$1,000] [$100,000] OF NOTIONAL AMOUNT,
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED ASSUMPTION OR
AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
Certificate No. 1 Variable Pass-Through Rate based
on a Notional Amount
Class IO Senior
[Percentage Interest:_____%]
Date of Pooling and Servicing
Agreement : [________] Initial Pass-Through
April 28, 2000 Rate based on a Notional Amount
Cut-off Date: CUSIP _________-______
April 1, 2000
First Distribution Date:
May 25, 2000
Servicer:
GMAC Mortgage Corporation
Assumed Final
Distribution Date:
May 25, 2030
A-2-1
<PAGE>
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-J1
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 Norwest Bank Minnesota,
National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest required to be
distributed to Holders of Class IO Certificates on such Distribution Date. The
Notional Amount as of any date of determination is equal to the Stated Principal
Balance of the Mortgage Loans. The Class IO Certificates have no Certificate
Principal Balance.
Distributions on this Certificate will be made either by the Trustee
or by a Paying Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise)
A-2-2
<PAGE>
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
A-2-3
<PAGE>
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Company, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-2-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: April 28, 2000 NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Trustee
By:_______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Certificate Registrar
By:_____________________________
Authorized Signatory
A-2-5
<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-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.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS APRIL 28, 2000. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $__ OF OID PER [$1,000] [$100,000] OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $___ PER [$1,000] [$100,000] OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF
THE PASS-THROUGH RATE.]
Certificate No. 1 0.00% Pass-Through Rate
Class PO Senior Aggregate Initial Certificate
Principal Balance of the Class
Date of Pooling and Servicing PO Certificates: [$__________]
Agreement :
April 28, 2000 Initial Certificate Principal
Balance of this Certificate:
Cut-off Date: $[__________________]
April 1, 2000
CUSIP ________-______
First Distribution Date:
May 25, 2000
Servicer:
GMAC Mortgage Corporation
Assumed Final
Distribution Date:
May 25, 2030
A-3-1
<PAGE>
GMACM MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-J1
evidencing a percentage interest in the distributions allocable to
the Class PO Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans formed and sold by RESIDENTIAL
ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that GMAC MORTGAGE CORPORATION is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of all Class PO Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Company," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Servicer and Norwest Bank Minnesota, National Association, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of principal required to be
distributed to Holders of Class PO Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Trustee
or by a Paying Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person entitled thereto if
such Person shall have so notified the Trustee or
A-3-2
<PAGE>
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
A-3-3
<PAGE>
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-3-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 28, 2000 NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Trustee
By:__________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class PO Certificates referred to in the
within-mentioned Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Certificate Registrar
By:______________________________
Authorized Signatory
A-3-5
<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.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS APRIL 28, 2000. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $[____] OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS [____]% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $[1,000] OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED 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
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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").
NOTWITHSTANDING THE ABOVE, 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
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BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
Certificate No.__ [______]% Pass-Through Rate
Class M-___ Subordinate Aggregate Certificate
Principal Balance
Date of Pooling and Servicing of the Class M Certificates:
Agreement and Cut-off Date: $[___________________________]
April 28, 2000
Initial Certificate Principal
First Distribution Date: Balance of this Certificate:
May 25, 2000 $[___________________________]
Servicer: CUSIP: ________-___
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2030
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-J1
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 Norwest Bank Minnesota,
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<PAGE>
National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any
required to be distributed to Holders of Class M-____ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Trustee or by
a Paying Agent appointed by the Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person entitled thereto if such
Person shall have so notified the Trustee or such Paying Agent, or by check
mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City of 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
specifically set forth herein and in the
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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 registered as
the owner hereof for all purposes, and neither the
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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.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 28, 2000 NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Trustee
By:____________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Certificate Registrar
By:______________________________
Authorized Signatory
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<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 B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] DESCRIBED IN
THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION
OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
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 CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS APRIL 28, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT [___]% OF THE PREPAYMENT SPEED ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $[ ]
OF OID PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS [ ]% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $[ ] PER $[1,000] OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
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Certificate No.____ [ ]% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate Principal
Balance of the Class B-___
Date of Pooling and Servicing Certificates as of the Cut-off
Agreement and Cut-off Date: Date:
April 28, 2000 $[ ___________________________]
First Distribution Date: Initial Certificate Principal
May 25, 2000 Balance of this Certificate:
$[____________________________]
Servicer:
GMAC Mortgage Corporation
Assumed Final Distribution Date:
May 25, 2030
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-J1
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Servicer, the Trustee referred to below or GMAC Mortgage
Group, Inc. or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Asset Mortgage Products, Inc., the
Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their affiliates.
None of the Company, the Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that [_____________________________] is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class B-___ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Asset Mortgage Products, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to below). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Servicer and Norwest
Bank Minnesota, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not
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<PAGE>
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month next preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any required to be distributed to Holders of Class B Certificates
on such Distribution Date.
Distributions on this Certificate will be made either by the Trustee or by
a Paying Agent appointed by the Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person entitled thereto if such
Person shall have so notified the Trustee or such Paying Agent, or by check
mailed to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City of 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.
No transfer of this Class B Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Company may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Company, the Servicer and the
Certificate Registrar acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such Federal and state laws. In connection with any such transfer, the Trustee
will also require either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Servicer with respect
to the permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code (the "Code") and stating, among other things, that the transferee's
acquisition of a Class B Certificate will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or (ii) a representation letter, in the form as described by the
Agreement, either stating that
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the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as GMACM Mortgage Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Servicer funds
are advanced with respect to any Mortgage Loan, such advance is reimbursable to
the Servicer, to the extent provided in the Agreement, from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Payment Account created for the benefit of Certificateholders may be
made by the Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation reimbursement to
the Servicer of advances made, or certain expenses incurred, by it.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Servicer
and the Trustee with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the Holders of any of
the Certificates and, in certain additional circumstances, without the consent
of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City of
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
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evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Company, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the
Trust Fund of all remaining Mortgage Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the Certificates.
The Agreement permits, but does not require, the Servicer to (i) purchase at a
price determined as provided in the Agreement all remaining Mortgage Loans and
all property acquired in respect of any Mortgage Loan or (ii) purchase in whole,
but not in part, all of the Certificates from the Holders thereof; provided,
that any such option may only be exercised if the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: April 28, 2000 NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Trustee
By:______________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely 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
D-1
<PAGE>
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Certificate No.___ [____]% Pass-Through Rate
Class R Senior Aggregate Initial Certificate
Principal Balance of the
Date of Pooling and Servicing Class R Certificates:
Agreement and Cut-off Date: $100.00
April 28, 2000
Initial Certificate Principal
First Distribution Date: Balance of this Certificate:
May 25, 2000 $[_____________________]
Servicer: Percentage Interest:
GMAC Mortgage Corporation ______%
Assumed Final Distribution Date: CUSIP 36185N-______
May 25, 2030
GMACM MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 2000-J1
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 Norwest
Bank Minnesota, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any
required to be distributed to Holders of Class R Certificates on such
Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound
by the restrictions set forth in the Agreement to the effect that (i) 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
D-3
<PAGE>
the Agreement and the Holder hereof may have additional obligations with respect
to this Certificate, including tax liabilities, and may be entitled to certain
additional distributions hereon, in accordance with the terms and provisions of
the Agreement.
No transfer of this Class R Certificate will be made unless the Trustee has
received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Servicer with respect
to the permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code (the "Code") and stating, among other things, that the transferee's
acquisition of a Class R Certificate will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or (ii) a representation letter, in the form as described by the
Agreement, stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as GMACM Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Servicer funds are advanced with
respect to any Mortgage Loan, such advance is reimbursable to the Servicer, to
the extent provided in the Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been distributable to
Certificateholders.
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: April 28, 2000 NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
Not in its individual capacity
but solely as Trustee
By:_____________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION,
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>
LOAN_ID ADDRESS CITY NAME DOCTYPE OCCTYPE PROPTYPE ORIGINAL CURRENT
BALANCE BALANCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
120049309 29203 E COLBERN GRAIN BOYER, Select O-OWNER SINGLE 650000.00 648237.93
RD VALLEY GALEN OCCUPIED FAMILY
120384904 LOT 77 3397 MERCED DUONG, Standard O-OWNER SINGLE 272000.00 271589.15
SHERWOOD TANH OCCUPIED FAMILY
LANE
120731500 201 ZEPHYR WAY WINTER KLEMENTICH, Standard S-SECOND CONDO 400000.00 400000.00
#R602 PARK ERICH HOME
121041701 214 E JOHNS BRANCHBURG SPENCER, Standard O-OWNER SINGLE 491700.00 491700.00
LANE MICHAEL OCCUPIED FAMILY
121331706 2 APPALOOSA HOLLAND MCBRIDE, Standard O-OWNER SINGLE 410600.00 410047.15
COURT DAVID OCCUPIED FAMILY
121606107 90 THOMPSON BABYLON BELLAVIA, Select O-OWNER SINGLE 640000.00 638828.59
AVE FRANK OCCUPIED FAMILY
121865109 8348 BEAR CREEK BALTIMORE DRZEWIECKI, Standard O-OWNER SINGLE 347600.00 347348.41
DRIVE JOHN OCCUPIED FAMILY
121931208 LOT 150 HIGHLAND MEDINA VANCIK, Select O-OWNER SINGLE 290000.00 289064.05
GREEN JAMES OCCUPIED FAMILY
DRIVE
122271802 49 BITTERSWEET DOYLESTOWN KELLY, Standard O-OWNER SINGLE 307500.00 306860.55
DRIVE LAURENCE OCCUPIED FAMILY
122447204 47100 TANIA PLYMOUTH DICHTERMAN, Select O-OWNER SINGLE 320000.00 319546.84
COURT ROBERT OCCUPIED FAMILY
122494008 15609 STRAUGHN LAUREL CASHWELL, Relocation O-OWNER SINGLE 300800.00 300352.12
DRIVE GARRY OCCUPIED FAMILY
122585904 1007 SIERRA STAR MAMMOTH BEALL, Standard S-SECOND PUD 552650.00 550674.33
PARKWAY LAKES RICHARD HOME
122601107 11270 MAPLE VALLEY PLYMOUTH RAHMAN, Standard O-OWNER SINGLE 354550.00 353681.65
DRIVE SHAKEEB OCCUPIED FAMILY
122668304 511 GOLDFINCH AMBLER SAMMAK, Standard O-OWNER SINGLE 478600.00 477334.91
LANE JEFFREY OCCUPIED FAMILY
122694201 47295 MALBURG WAY MACOMB VAN ORDEN, Standard O-OWNER SINGLE 280150.00 279582.28
DRIVE DOUGLAS OCCUPIED FAMILY
122703804 11482 CEDAR MINNTEONKA KLINE, Select O-OWNER SINGLE 650000.00 648682.85
PASS RICHARD OCCUPIED FAMILY
122929003 30 PORTICO PLACE GREAT BRUNO, Standard O-OWNER CONDO 500000.00 498501.71
C-2 NECK CONNIE OCCUPIED
122950900 8809 BAY HARBOR ORLANDO PUCHATY, Standard O-OWNER SINGLE 407300.00 406223.37
BOULEVARD DAVID OCCUPIED FAMILY
123143406 4000 MERIDIAN BLVD MAMMOTH SAMUELSEN, Standard S-SECOND CONDO 270200.00 269369.86
522 LAKES G HOME
123162901 22 STONEBURY HENRIETTA PEREIRA, Standard O-OWNER SINGLE 279550.00 278550.61
CROSSING OMAR OCCUPIED FAMILY
123248106 1519 ALTO ROAD KOKOMO PETERS, Standard O-OWNER SINGLE 279800.00 279313.52
EAST MICHAEL OCCUPIED FAMILY
123661704 9002 VILLAGE VIEW SAN WILLIAMS, Standard O-OWNER CONDO 317454.00 317004.44
DRIVE JOSE MARGARET OCCUPIED
123763104 5065 DEERFIELD SCHNECKSVILLE KANTOR, Select O-OWNER SINGLE 267000.00 266691.63
ROAD BRUCE OCCUPIED FAMILY
124617903 5208 LEMOORE GLEN LEWIS, Standard O-OWNER SINGLE 261750.00 261388.54
DRIVE ALLEN IRVIN OCCUPIED FAMILY
124851700 31 PENNINGTON HUNTINGTON BRADDICK, Standard O-OWNER SINGLE 300000.00 299144.80
DRIVE CHRISTOPHER OCCUPIED FAMILY
124979808 1900 DES PLAINES PARK KLEIN, Standard O-OWNER SINGLE 402500.00 401514.22
AVENUE RIDGE ERIC OCCUPIED FAMILY
125029009 5907 HOPKINS NECK EASTON SPRING, Standard O-OWNER SINGLE 525000.00 523540.47
RD RODNEY OCCUPIED FAMILY
125114009 971 HURON FRANKLIN NEUMANN, Standard O-OWNER SINGLE 900000.00 897560.17
ROAD LAKES JEFFREY OCCUPIED FAMILY
125154401 1051 KAHILI KAILUA PETROSSIAN, Standard O-OWNER SINGLE 307800.00 306924.34
PLACE MERRY OCCUPIED FAMILY
125168401 2560 CRESTLINE LANSDALE RONDEAU, Standard O-OWNER SINGLE 333750.00 333132.26
DRIVE VICQUE OCCUPIED FAMILY
125174508 48 BEECH TREE GLEN CHERMOL, Standard O-OWNER SINGLE 299200.00 298826.76
DRIVE MILLS STEPHEN OCCUPIED FAMILY
125450304 2827 STRATFORD CHARLOTTESVILLE HERNDON, Standard O-OWNER SINGLE 258400.00 257783.15
GLEN CARL OCCUPIED FAMILY
WAY
125555508 77 RAFFAELE WALTHAM NICOLAS, VIP O-OWNER SINGLE 400000.00 399731.61
DRIVE GAETAN Relocatio OCCUPIED FAMILY
125682708 5 ISABELLA WARREN DUSZA, Standard O-OWNER SINGLE 305000.00 304193.78
WAY JOHN OCCUPIED FAMILY
125783100 5374 LAKE GROVE PETOSKEY SHAHEEN, Select S-SECOND SINGLE 356000.00 355520.65
ROAD JAMES HOME FAMILY
125804401 415 E EAST 37TH NEW KOTONLY, Stated O-OWNER CONDO 200000.00 199594.72
STREET YORK ROBERT Income OCCUPIED
8N
125825109 7734 EAST MOUNT GRAND SAWYERS, Select O-OWNER SINGLE 380000.00 379124.25
HOPE LEDGE ROBERT OCCUPIED FAMILY
HIGHWAY
125850107 2438 PENDOWER KESWICK KEY, Standard O-OWNER SINGLE 465600.00 465004.16
LANE DONNELL OCCUPIED FAMILY
126016906 1820 MORGAN LAKE BRIGHTON WILSON, Select O-OWNER SINGLE 270000.00 269836.43
COURT ROBIN OCCUPIED FAMILY
126096601 3278 STONEBRIDGE NAPA KEOGH, Standard O-OWNER SINGLE 270000.00 269170.48
CT RICHARD OCCUPIED FAMILY
126112002 37 WRIGHTS MILL ARMONK CHANG, Relocation O-OWNER SINGLE 400000.00 399189.45
ROAD JACK OCCUPIED FAMILY
126179506 116 N RING DOVE LAS SCHILLING, Standard O-OWNER PUD 425000.00 424469.83
DRIVE VEGAS KEVIN OCCUPIED
126252709 43886 WABEEK NORTHVILLE KILLEEN, Select O-OWNER SINGLE 305750.00 304962.04
LANE KEVIN OCCUPIED FAMILY
126316405 4 GREENLEAF BEVERLY RONDINA, Standard O-OWNER SINGLE 310500.00 309719.88
DRIVE JOSEPH OCCUPIED FAMILY
126344506 11664 PLYMOUTH POTTER, Standard O-OWNER SINGLE 297600.00 296772.66
CHANDLER RICHARD OCCUPIED FAMILY
126347004 18632 SE 25TH BOTHELL ALTON, Relocation O-OWNER SINGLE 250450.00 249508.92
AVENUE DAVID OCCUPIED FAMILY
126349000 1 STAGESTOP HOUSTON DIMICHELE, Relocation O-OWNER SINGLE 826000.00 823645.36
CIRCLE RICHARD OCCUPIED FAMILY
126400803 5272 LA CANADA LA NELSON, Standard O-OWNER SINGLE 582000.00 580790.50
BLVD CANADA MARVIN OCCUPIED FAMILY
126420306 7541 W 143RD OVERLAND WALLACE, Standard O-OWNER SINGLE 294750.00 293622.46
TERRACE PARK DENNIS OCCUPIED FAMILY
126500305 220 BOYLSTON ST BOSTON NEMROW, LORA Standard O-OWNER CONDO 400000.00 398942.69
9018 LEE OCCUPIED
126504000 141 MEADOW WOODS DEEP STRUBING, Standard O-OWNER SINGLE 300000.00 299144.80
ROAD RIVER MICHAEL OCCUPIED FAMILY
126561307 15515 SE 44TH BELLEVUE FEDER, Standard O-OWNER SINGLE 305600.00 304661.13
PLACE LAWRENCE OCCUPIED FAMILY
126570506 6014 DALLAS TULLER, Relocation O-OWNER SINGLE 296000.00 295113.02
NORTHWOOD MICHAEL OCCUPIED FAMILY
126597707 3308 CASTLEWOOD HIGHLAND MARSHALL, Relocation O-OWNER SINGLE 320000.00 318797.62
BOULEVARD VILLAGE MIKEL OCCUPIED FAMILY
126616002 1250 PRAIRIE GRAYSLAKE BORCHARDT, Standard O-OWNER SINGLE 318000.00 318000.00
TRAIL TRACY OCCUPIED FAMILY
126626407 3214 MONTELLANO HACIENDA WOOD, Standard O-OWNER SINGLE 273750.00 272865.75
AVE HEIGHTS DERRICK OCCUPIED FAMILY
126675909 8268 S DUDLEY LITTLETON CAMPBELL, Standard O-OWNER SINGLE 282400.00 281827.72
ST JACK OCCUPIED FAMILY
126676600 4990 GREENHAVEN YORBA ONDO, Select O-OWNER SINGLE 600000.00 597855.06
STREET LINDA PAUL OCCUPIED FAMILY
126693704 11946 ZIRBEL SAN SUBIN, Standard O-OWNER SINGLE 267100.00 266121.03
COURT DIEGO KENNETH OCCUPIED FAMILY
126718907 90 SUNSET VIEW COLCHESTER LEFEVRE, Standard O-OWNER SINGLE 300000.00 299140.71
ROAD RUSSELL OCCUPIED FAMILY
126746007 13541 N MANZANITA FOUNTAIN BENNETT, Relocation O-OWNER SINGLE 391000.00 390124.01
LANE HILLS MICHAEL OCCUPIED FAMILY
126789106 645 WOODBURY GLENDALE DAWOODTABAR, Standard O-OWNER SINGLE 314825.00 313807.30
ROAD SAYONARA OCCUPIED FAMILY
126794601 15514 BEECHAM HOUSTON ROUSH, Standard O-OWNER SINGLE 305750.00 303596.25
DRIVE MICHAEL OCCUPIED FAMILY
126811108 5721 EDELWEISS LIVERMORE MISKEL, Standard O-OWNER SINGLE 283000.00 281728.48
WAY ROY OCCUPIED FAMILY
126821305 6085 ST TROY WAGNER, Select O-OWNER SINGLE 360000.00 358744.35
PAUL HARRY OCCUPIED FAMILY
126826502 11444 REGENCY CARMEL WIMSATT, Standard O-OWNER SINGLE 265000.00 264205.91
LANE WAYNE OCCUPIED FAMILY
126832609 1228 RAINIER PACIFICA BLATTER, Standard O-OWNER SINGLE 297200.00 295805.10
AVENUE BROCK OCCUPIED FAMILY
126834001 633 RIVER FRANEK, Standard O-OWNER SINGLE 425000.00 424116.76
KEYSTONE FOREST DAVID OCCUPIED FAMILY
126877901 25 HARRETON ALLENDALE MILLER, Standard O-OWNER SINGLE 346500.00 345761.57
ROAD LARISSA OCCUPIED FAMILY
126879501 218 ASPETUCK RIDGE NEW LORENZEN, Standard O-OWNER SINGLE 272100.00 271284.61
ROAD MILFORD CURTIS OCCUPIED FAMILY
126913607 975 NORDICA LOS ALAGEM, Standard O-OWNER SINGLE 325500.00 324113.60
DRIVE ANGELES HENRY OCCUPIED FAMILY
126919802 27862 MISSION SEMOS, Relocation O-OWNER CONDO 296000.00 295134.84
COLONIAL VIEJO GREGORY OCCUPIED
126921303 324 HUNTINGTON ANDERSON MCGRATH, Standard O-OWNER SINGLE 313600.00 312706.04
ROAD NEAL OCCUPIED FAMILY
126935204 78 MAIN CENTERBROOK KELLY, Standard O-OWNER SINGLE 320000.00 319639.87
STREET KEVIN OCCUPIED FAMILY
126960202 1 COURTLAND HUDSON SHOEMAKER, Standard O-OWNER SINGLE 328500.00 327515.65
DRIVE SAMUEL OCCUPIED FAMILY
126966803 21 GROVE DELRAY ING, Standard O-OWNER SINGLE 308000.00 307077.03
WAY BEACH PHILLIS OCCUPIED FAMILY
126981307 4317 WALNUT WALNUT GRISSO, Select O-OWNER SINGLE 552000.00 550169.93
BOULEVARD CREEK RONALD OCCUPIED FAMILY
126995000 4663 WOODS EDGE ZIONSVILLE BRADFORD, Standard O-OWNER SINGLE 333900.00 333382.76
DRIVE BRYAN OCCUPIED FAMILY
126998004 34 CUTLER HAMILTON GOODRICH, Standard O-OWNER SINGLE 380000.00 379243.86
ROAD KARA OCCUPIED FAMILY
127025302 2108 SPRUCE PHILADELPHIA SAMUELS, Standard O-OWNER SINGLE 649950.00 647953.42
STREET LOUIS OCCUPIED FAMILY
127042208 304 PRESTON OAKS CARY HOPE, Standard O-OWNER SINGLE 264150.00 263205.67
LANE BEVERLY OCCUPIED FAMILY
127051704 3 MYRAS NORTON LAKIS, Standard O-OWNER SINGLE 281650.00 280826.76
WAY DAVID OCCUPIED FAMILY
127059608 41 ATLANTIC NORTH GORMAN, Standard O-OWNER SINGLE 500000.00 499012.12
AVENUE HAMPTON THOMAS OCCUPIED FAMILY
127066603 2088 EAST GRAND FRANKLIN, Select O-OWNER SINGLE 260000.00 259181.31
BALDWIN BLANC LEONARD OCCUPIED FAMILY
127099000 237 CORNWALL GLEN TRUJILLO, Relocation O-OWNER SINGLE 280000.00 279304.63
ROAD ROCK LOUIS OCCUPIED FAMILY
127119105 71084 PATRICIA RANCHO BONFANTI, Standard O-OWNER SINGLE 280000.00 279139.76
PARK MIRAGE BONNIE OCCUPIED FAMILY
PLACE
127177509 3700 MARQUIS LAKE OLSON, Select O-OWNER SINGLE 432000.00 431388.21
COURT OSWEGO TERRANCE OCCUPIED FAMILY
127190908 8032 ORE KNOB FENTON WILSON, Standard O-OWNER SINGLE 296000.00 295293.38
DRIVE MICHAEL OCCUPIED FAMILY
127199404 2650 KREIBEL HARLEYSVILLE SHANK, Standard O-OWNER SINGLE 320000.00 319175.30
ROAD CHARLES OCCUPIED FAMILY
127224509 7817 DAY GOLETA WALKER, Select O-OWNER CONDO 472500.00 471518.05
ROAD SCOTT OCCUPIED
127233609 18725 CALERA HUNTINGTON DOAN, Select O-OWNER SINGLE 417050.00 415831.03
LANE BEACH LONG OCCUPIED FAMILY
127238202 61 GALE HAMPTON GARNEAU, Standard O-OWNER SINGLE 423200.00 419012.54
ROAD JAMES OCCUPIED FAMILY
127265106 380 AUBURN WYCKOFF JONES, Standard O-OWNER SINGLE 500000.00 499609.94
STREET SCOTT OCCUPIED FAMILY
127271302 6629 MANZANO CHINO COURTNEY, Standard O-OWNER SINGLE 303850.00 303489.91
STREET DANIEL OCCUPIED FAMILY
127289700 256 CASTLE HILL WALNUT TYNDALL, Standard O-OWNER SINGLE 300000.00 298858.48
RANCH CREEK ROY OCCUPIED FAMILY
RD
127291508 11380 MAPLE VALLEY PLYMOUTH MONTANTE, Select O-OWNER SINGLE 463240.00 462301.27
DR MARK OCCUPIED FAMILY
127291904 4911 SW 113 FT HARPER, Standard O-OWNER SINGLE 396000.00 395156.07
AVENUE LAUDERDALE DELBERT OCCUPIED FAMILY
127308302 115 GRAND PALM PALM BEACH GREENBERG, Select S-SECOND SINGLE 750000.00 746706.14
WAY GARDENS NORMAN HOME FAMILY
127308807 10085 ROSEMARIE BRIGHTON JAGASIA, Select O-OWNER CONDO 280000.00 279446.76
RUN MANOHAR OCCUPIED
127310209 2104 DEL MONTE HOUSTON MCBRIDE, Relocation O-OWNER SINGLE 504000.00 502633.70
DRIVE BARBARA OCCUPIED FAMILY
127318400 883 COVEY HOLLISTER SCHAFER, Select O-OWNER SINGLE 361200.00 360195.53
COURT JOHN OCCUPIED FAMILY
127322402 344 S 6TH PERKASIE CHIAROLANZA, Stated O-OWNER SINGLE 104150.00 103556.50
STREET CATERINA Income OCCUPIED FAMILY
127327104 801 MAPLE GLEN WAYNE EWAN, Standard O-OWNER SINGLE 292000.00 291377.70
LANE TODD OCCUPIED FAMILY
127338200 611 WOOD DUCK MC PHIELER, Select O-OWNER PUD 374400.00 374129.02
CT KINNEY DAVID OCCUPIED
127348902 161 MIDDLE BRENTWOOD VENEZIA, Standard O-OWNER SINGLE 340000.00 339123.78
ROAD KEITH OCCUPIED FAMILY
127371607 19 DANIEL DIX RIZZO, Standard O-OWNER SINGLE 300000.00 299491.69
LANE HILLS BERNADETTE OCCUPIED FAMILY
127387009 2160 ELDERBERRY SAN SWIDER, Relocation O-OWNER SINGLE 369000.00 368049.04
LANE RAFAEL CHRISTINA OCCUPIED FAMILY
127403004 28080 LAKEWOOD ST MULLINS, Standard O-OWNER SINGLE 374500.00 373582.78
DR FRANCIS KEVIN OCCUPIED FAMILY
127423002 3375 CRESCENT OAKS TARPON BERRY, Standard O-OWNER SINGLE 336000.00 335177.11
BLVD SPRINGS CHRISTINA OCCUPIED FAMILY
127429801 1825 EAGLE TRACE CORAL VAN PRAAG, Standard O-OWNER SINGLE 552000.00 551328.81
BLVD SPRINGS RAYMOND OCCUPIED FAMILY
127431500 4000 MERIDIAN BLVD MAMMOTH MOY, Standard S-SECOND CONDO 453650.00 452146.02
546 LAKES PETER HOME
127440006 2104 WARD BILOXI MANDAL, Select O-OWNER SINGLE 650000.00 648192.97
LANE ROBERT OCCUPIED FAMILY
127482206 1695 PADDINGTON KESWICK DRAKE, Standard O-OWNER SINGLE 449250.00 448292.60
CIRCLE DAVID OCCUPIED FAMILY
127485209 2129 DELANCEY PHILADELPHIA QUINN, Standard O-OWNER SINGLE 348000.00 347531.42
STREET KEVIN OCCUPIED FAMILY
127495802 598 W COYOTE SILVERTHORNE BARNES, Standard O-OWNER SINGLE 255000.00 254325.96
DRIVE RON OCCUPIED FAMILY
127496701 5 MOORE BEVERLY BRALEY, Standard O-OWNER SINGLE 314900.00 314709.23
CIRCLE JAMES OCCUPIED FAMILY
127507002 300 WAWA CHESTER WAALS, Standard O-OWNER SINGLE 476000.00 474933.55
ROAD HEIGHTS JAN OCCUPIED FAMILY
127526507 333 RIVER BRANCHBURG AURICHIO, Relocation O-OWNER SINGLE 255800.00 255254.85
ROAD JEFFREY OCCUPIED FAMILY
127549202 4777 E 136TH CARMEL REARDON, Standard O-OWNER SINGLE 333000.00 332074.22
ST MICHAEL OCCUPIED FAMILY
127552008 4866 RESERVOIR WASHINGTON BYERS, Standard O-OWNER SINGLE 399600.00 398543.74
ROAD DOUGLAS OCCUPIED FAMILY
NW
127555100 1006 READING WYOMISSING MATTERN, Standard O-OWNER SINGLE 495000.00 493724.34
BLVD JAMES OCCUPIED FAMILY
127590305 815 DOAN BURBANK MCMILLAN, Standard O-OWNER SINGLE 271000.00 270265.32
DRIVE RICHARD OCCUPIED FAMILY
127615201 108 SOUTH MARGATE MYERSON, Standard S-SECOND SINGLE 396000.00 395466.81
LANCASTER STANTON HOME FAMILY
AVENUE
127615300 6 S CLARENDON MARGATE ZAYON, Standard S-SECOND SINGLE 310000.00 309802.32
AVENUE HERBERT HOME FAMILY
127645208 3961 E LAKE DAVIE BALES, Standard O-OWNER SINGLE 315000.00 314188.21
ESTATES BRUCE OCCUPIED FAMILY
DRIVE
127646404 1745 WEST ROCHESTER WU, Select O-OWNER SINGLE 464000.00 462538.96
RIDGE HILLS DAI-YUN OCCUPIED FAMILY
127654903 846 APRIL HILL HARLEYSVILLE JINDAL, Standard O-OWNER SINGLE 336956.00 336273.18
WAY SANJEEV OCCUPIED FAMILY
127666006 2577 LAMBERT UNION MCCANTS, Select O-OWNER SINGLE 287200.00 286507.95
COURT CITY RONALD OCCUPIED FAMILY
127669406 27633 YARDLEY SANTA MOENTMANN, Standard O-OWNER SINGLE 306000.00 305347.87
WAY CLARITA NORMAN OCCUPIED FAMILY
127673903 19 DEGE FARM TEWKSBURY ANDRZEJEWSKI, VIP O-OWNER SINGLE 408000.00 406807.49
ROAD KATHERINE Relocatio OCCUPIED FAMILY
127687507 554 EAST BROADWAY SOUTH NOLAN, Standard O-OWNER CONDO 281250.00 280908.03
UNIT BOSTON ELIZABETH OCCUPIED
#2
161041702 59 STEEPLE NOCKAMIXON GOLDSTEIN, Standard O-OWNER SINGLE 260950.00 260326.95
DRIVE TWP CATHY OCCUPIED FAMILY
161514500 175 EAST SHORE MASSAPEQUA BIANCO, Standard O-OWNER SINGLE 465900.00 464052.81
DRIVE JOHN OCCUPIED FAMILY
162517908 553 PALM GLENDORA DE LORME, Select O-OWNER SINGLE 592000.00 589780.77
DRIVE JOHN OCCUPIED FAMILY
163081102 317 HESPER METAIRIE DAVIES, Select O-OWNER SINGLE 450000.00 448073.84
AVENUE JAMES OCCUPIED FAMILY
164580300 12311 EUSTACE BUMPASS GODLEWSKI, Standard O-OWNER SINGLE 321550.00 321060.80
DRIVE RICHARD OCCUPIED FAMILY
165101809 1871 MCDANIEL SAN NORTHEND, Standard O-OWNER SINGLE 440000.00 438163.20
AVENUE JOSE CHARLES OCCUPIED FAMILY
165218108 2012 WROXTON HOUSTON DAHLKE, Standard O-OWNER SINGLE 270000.00 269291.32
ROAD SAUNDRA OCCUPIED FAMILY
165389800 124 TEAL POINTE PONTE VEDRA GOLITZ, Super S-SECOND SINGLE 643900.00 642874.69
LANE BEACH ROBERT Select HOME FAMILY
165832502 401 NYSTROM LANE WINTER STROHKORB, Standard S-SECOND CONDO 291900.00 291718.56
UNIT PARK GREGG HOME
S-316
166450601 8931 SUMMER INDIANAPOLIS SMITH, Standard O-OWNER SINGLE 511850.00 510070.17
ESTATES DOUGLAS OCCUPIED FAMILY
DRIVE
167289107 6566 GRANDE ORCHID DELRAY SMERILSON, Select O-OWNER SINGLE 519700.00 519115.13
WAY BEACH MARC OCCUPIED FAMILY
167296904 401 NYSTROM LANE WINTER GERTZ, Standard S-SECOND CONDO 290040.00 289868.75
#1421 PARK DAVID HOME
167600501 1620 CAMINO NOGALES ARANA, Standard O-OWNER SINGLE 300000.00 299422.14
CAMPESTRE ENRIQUE OCCUPIED FAMILY
167757905 2 HOLDMAN MILLSTONE BARNETT, Standard O-OWNER SINGLE 328500.00 327117.16
PLACE TOWNSHIP RICHARD OCCUPIED FAMILY
168396307 SHREWSBURY HUNT SHREWSBURY HARRINGTON, Standard O-OWNER SINGLE 297933.00 297313.83
#142 SCOTT OCCUPIED FAMILY
168439602 14 ISLEWORTH HENDERSON SOHOCKI, Select O-OWNER SINGLE 400000.00 397260.49
DRIVE KENNETH OCCUPIED FAMILY
168929305 21 MEADOWS WHITEFISH COYNE, Standard S-SECOND SINGLE 626250.00 625090.51
COURT ROBERT HOME FAMILY
169200300 1018 SPRINGHOUSE AMBLER COPMAN, Standard O-OWNER SINGLE 275000.00 273692.22
DRIVE SCOTT OCCUPIED FAMILY
169245008 7853 EAGLE RANCH FT EVANS, Standard O-OWNER SINGLE 400000.00 398969.15
ROAD COLLINS ROBERT OCCUPIED FAMILY
495611006 11064 150TH COURT JUPITER CHRISTENSEN, Standard O-OWNER SINGLE 284050.00 283279.98
NORTH ROBERT OCCUPIED FAMILY
496140005 LOOP FRASER MORITZ, Standard O-OWNER SINGLE 400850.00 400109.29
ROAD JOEL OCCUPIED FAMILY
497537506 21783 SARAHILLS SARATOGA KASSAI, Standard O-OWNER SINGLE 800000.00 797781.09
DRIVE ALEX OCCUPIED FAMILY
499927804 4173 LAKE OAKS FORT BUCHANAN, Standard O-OWNER SINGLE 382500.00 374535.76
CIRCLE WORTH DOUGLAS OCCUPIED FAMILY
500007000 20026 AUSTIN CASTRO JAUREGUI, Standard O-OWNER SINGLE 341000.00 340273.29
LANE VALLEY HECTOR OCCUPIED FAMILY
500009600 40 BARKERS POINT SANDS ZIEGELBAUM, Stated O-OWNER SINGLE 786500.00 784536.60
ROAD POINT ZELIK Income OCCUPIED FAMILY
500010905 51 WINONA PEABODY CHMURA, Standard O-OWNER SINGLE 342000.00 341289.27
STREET CHRISTINA OCCUPIED FAMILY
500016209 1800 SUGARLOAF DULUTH BERINGHAUS, Select O-OWNER SINGLE 649900.00 648182.15
CLUB ROBERT OCCUPIED FAMILY
DRIVE
500049408 1501 EASTLAND NASHVILLE WHITESELL, Standard O-OWNER SINGLE 268000.00 267236.00
AVE GINA OCCUPIED FAMILY
500061007 725 COMBEES ROSWELL BREEDLOVE, Relocation O-OWNER SINGLE 285350.00 284058.12
WAY TERESA OCCUPIED FAMILY
500073606 7194 VIA SAN WRIGHT, Standard O-OWNER SINGLE 266000.00 265447.19
MARIA JOSE SARGENT OCCUPIED FAMILY
500075700 511 COUNTY ROAD FRASER MEYERS, Standard S-SECOND SINGLE 345000.00 344064.74
809 DANIEL HOME FAMILY
500078308 326 7TH STEAMBOAT ANDERSON, Standard O-OWNER SINGLE 397600.00 396752.67
STREET SPRINGS NATHAN OCCUPIED FAMILY
500087002 5315 EAST SALT LAKE BERRETH, Standard O-OWNER SINGLE 322400.00 321712.93
EMIGRATION CANYON CITY DALE OCCUPIED FAMILY
ROAD
500095500 209 KINGS POINT EAST HIRSCHBERGER, Stated S-SECOND SINGLE 552500.00 551924.92
ROAD HAMPTON SALLY Income HOME FAMILY
500099007 6317 CASTEJON LA HUM, Standard O-OWNER SINGLE 510000.00 509330.51
DR JOLLA PETER OCCUPIED FAMILY
500317607 13526 E DEL TIMBRE SCOTTSDALE WADE, Relocation O-OWNER SINGLE 396000.00 395082.65
DRIVE JULIE OCCUPIED FAMILY
500329701 28 COQUETTE HIGHLANDS JOY, Standard O-OWNER SINGLE 565500.00 564438.16
LANE ARLENE OCCUPIED FAMILY
500335609 801 E FARM ROAD MIDLOTHIAN HARTSON, Standard O-OWNER SINGLE 529500.00 529144.71
875 ROBERT OCCUPIED FAMILY
500342209 2019 VIA NOVA LOMITA PATTERSON, Select O-OWNER SINGLE 364000.00 363163.95
AVENUE MATTHEW OCCUPIED FAMILY
500350707 325 BRACKEN TROY MARSDEN, Select O-OWNER SINGLE 340000.00 339225.92
DRIVE CYNTHIA OCCUPIED FAMILY
500365200 5608 BORDLEY HOUSTON SEFTON, Standard O-OWNER SINGLE 400000.00 399058.20
DRIVE SCOTT OCCUPIED FAMILY
500369202 36 IRVINE BLACK, Standard O-OWNER SINGLE 301275.00 300437.44
BROOKHOLLOW HAROLD OCCUPIED FAMILY
500375803 345 E HANSEN JACKSON SHERMAN, Standard O-OWNER SINGLE 335200.00 335002.09
AVENUE JOHN OCCUPIED FAMILY
500381504 4641 RAMONA FALLBROOK KINGSFORD, Standard O-OWNER SINGLE 285000.00 284187.55
DRIVE RON OCCUPIED FAMILY
500384409 1818 NW 126 CORAL HOGAN, Standard O-OWNER SINGLE 322000.00 321618.41
WAY SPRINGS ROBERT OCCUPIED FAMILY
500388202 1949 SE 15 POMPANO KOSS, Standard O-OWNER SINGLE 500000.00 498960.91
COURT BEACH STUART OCCUPIED FAMILY
500388301 40 SHIPWAY PLACE CHARLESTOWN OWEN, Standard O-OWNER CONDO 300000.00 299376.55
40 NEIL OCCUPIED
500396700 10 EASTWOOD EAST COBB, Standard O-OWNER SINGLE 254250.00 253747.56
DRIVE WINDSOR MALIK OCCUPIED FAMILY
500400205 1408 COOL SPRING ALEXANDRIA MONROE, Standard O-OWNER SINGLE 359950.00 358116.48
DRIVE MICHAEL OCCUPIED FAMILY
500417308 1629 MORELAND ALAMEDA SMART, Standard O-OWNER SINGLE 380000.00 377984.22
DRIVE JOSEPH OCCUPIED FAMILY
500417803 369 JEROME SAN GARCIA, Standard O-OWNER SINGLE 275500.00 275147.43
STREET JOSE JOHN OCCUPIED FAMILY
500438007 38 FAY NEEDHAM ROSIN, Standard O-OWNER SINGLE 345000.00 344535.48
LANE JONATHAN OCCUPIED FAMILY
500440706 2505 SOUTH 186TH OMAHA BEEHLER, VIP O-OWNER SINGLE 343900.00 343412.97
CIRCLE ROBERT Relocatio OCCUPIED FAMILY
500458401 1123 11TH STREET SANTA MATHEOS, Standard O-OWNER CONDO 265000.00 264449.27
3 MONICA PETER OCCUPIED
500461801 25 ALISO KINNEY, Standard O-OWNER SINGLE 260000.00 259473.13
TIMBERLAND VIEJO DAVID OCCUPIED FAMILY
500469507 13200 BISCAYNE NORTH WEIMER, Standard O-OWNER SINGLE 440000.00 439130.68
ISLAND MIAMI MARK OCCUPIED FAMILY
TERRACE
500485008 4440 SAVAGE POINTE FRANKLIN WILKINSON, Standard O-OWNER SINGLE 285000.00 284586.13
DRIVE RANDALL OCCUPIED FAMILY
500490107 445 E FRONT PERRYSBURG MAHAFFEY, Select O-OWNER SINGLE 400000.00 399168.73
STREET MICHAEL OCCUPIED FAMILY
500520903 2253 EAST MEDIA PAYNTER, Standard O-OWNER SINGLE 320000.00 319569.13
DEERFIELD TODD OCCUPIED FAMILY
DRIVE
500535604 602 SAPPHIRE CARMEL BEAL, Standard O-OWNER SINGLE 262000.00 261495.33
DRIVE FRANKLIN OCCUPIED FAMILY
500539606 17123 GULF PINE WELLINGTON BERGER, Standard O-OWNER SINGLE 300000.00 299327.87
WAY DAVID OCCUPIED FAMILY
500562509 4 QUAIL RIDGE MEDFORD BEZDEN, Standard O-OWNER SINGLE 298000.00 297348.81
COURT VLADIMIR OCCUPIED FAMILY
500570403 34 SHAW HARTSDALE GRAYMAN, Standard O-OWNER SINGLE 260000.00 259675.66
PLACE HARRIS OCCUPIED FAMILY
500579909 2117 DEER TRAIL COOPERSBURG TREMPS, Standard O-OWNER SINGLE 270000.00 269671.70
ROAD SANDRA OCCUPIED FAMILY
500585500 4946 CARLSON PARK TROY SHAH, Select O-OWNER SINGLE 295700.00 295506.57
DRIVE KETAN OCCUPIED FAMILY
500609300 2655 CANYON CREST ESCONDIDO FRY, Standard O-OWNER SINGLE 367200.00 366692.92
DRIVE GEORGE OCCUPIED FAMILY
500620208 66 GOSPORT PORTSMOUTH DREW, Standard O-OWNER SINGLE 325000.00 324551.19
ROAD CHARLES OCCUPIED FAMILY
500629209 2501 VAN HOEKS MODESTO NOWICKI, VIP O-OWNER SINGLE 372000.00 371207.22
CIRCLE JOSEPH Relocatio OCCUPIED FAMILY
500637202 664 MILITIA HILL WEST ZINK, Relocation O-OWNER SINGLE 392000.00 390527.05
DRIVE CHESTER THOMAS OCCUPIED FAMILY
500640503 4528 WINSTON NASHVILLE SMART, Standard O-OWNER SINGLE 350000.00 349552.09
DRIVE WALTER OCCUPIED FAMILY
500660600 409 MARIENSTEIN UPPER BLACK DYCK, Standard O-OWNER SINGLE 306850.00 306258.92
ROAD EDDY MARTIN OCCUPIED FAMILY
500661905 2925 CORTE NEWPORT KAHN, Standard O-OWNER SINGLE 469800.00 468895.06
PORTOFINO BEACH KENNETH OCCUPIED FAMILY
500676101 1058 FAIRVIEW FORT SHERMAN, Standard O-OWNER SINGLE 276000.00 275390.18
LANE LEE KELLY OCCUPIED FAMILY
500679501 3099 GLENGROVE ROCHESTER HORTON, Select O-OWNER SINGLE 312000.00 311335.10
DRIVE HILLS PAUL OCCUPIED FAMILY
500692108 102 BELLE MEADOW MARIETTA FRANSISCO, Select O-OWNER SINGLE 300000.00 299450.88
DRIVE LEON OCCUPIED FAMILY
500704408 820 SE 8TH FORT GOLDMAN, Standard O-OWNER SINGLE 348000.00 347442.13
STREET LAUDERDALE PETER OCCUPIED FAMILY
500707807 14 KING ARTHUR NEW SHERMAN, Standard O-OWNER SINGLE 568750.00 567964.59
COURT CITY MICHAEL OCCUPIED FAMILY
500724000 12197 VIA SAN SAN INGERSOLL, Standard O-OWNER SINGLE 337250.00 336805.76
LORENO DIEGO MARCUS OCCUPIED FAMILY
500737804 20 IRVINE BESNARD, Standard O-OWNER SINGLE 314750.00 314544.11
EASTHAVEN MICHAEL OCCUPIED FAMILY
500750005 603 E LAKE STREET EXCELSIOR THOMAS, Standard O-OWNER CONDO 300000.00 299436.68
118 JOHN OCCUPIED
500758800 5319 GARNABY NORCROSS COKER, Standard O-OWNER SINGLE 300000.00 299119.40
LN DAVID OCCUPIED FAMILY
500759402 247 PLEASANTVILLE ARTUSO, Standard O-OWNER SINGLE 390000.00 389415.73
BROADWAY DOMINICK OCCUPIED FAMILY
500765409 50 LOVE LONGVIEW COPELAND, Standard O-OWNER SINGLE 285000.00 284407.72
COURT STUART OCCUPIED FAMILY
500769500 1337 TULBERRY ROCHESTER BAUER, Standard O-OWNER SINGLE 271000.00 270644.26
CIRCLE TINA OCCUPIED FAMILY
500769708 109 FREHOLD MORRISVILLE MILES, Standard O-OWNER SINGLE 285000.00 284283.94
COURT JEFFREY OCCUPIED FAMILY
500803507 2317 DUANE LOS PRIGGE, Standard O-OWNER SINGLE 284000.00 283409.80
STREET ANGELES TAMSIN OCCUPIED FAMILY
500813902 1565 HOLLISTER LOS MALEK, Standard O-OWNER SINGLE 373600.00 371825.02
LANE OSOS ALBERT OCCUPIED FAMILY
500814207 10655 MIRA LAGO SAN WALTERS, Standard O-OWNER SINGLE 337350.00 336748.16
TERRACE DIEGO JEREMY OCCUPIED FAMILY
500815303 12040 BROOKE SOUTH LINDQUIST, Standard O-OWNER SINGLE 360400.00 359592.57
COURT LYON RONALD OCCUPIED FAMILY
500828405 1401 HILLCREST FT WADE, Standard O-OWNER SINGLE 649000.00 647545.97
STREET WORTH GLENN OCCUPIED FAMILY
500830401 1063 SUNRISE RIDGE LAFAYETTE FEIMER, VIP O-OWNER SINGLE 605950.00 605070.07
DRIVE NICKOLAUS Relocatio OCCUPIED FAMILY
500832209 11619 FRONT BEACH PANAMA BLACK, Select S-SECOND CONDO 264000.00 263451.35
ROAD CITY CARL HOME
1202
500836606 6 JUNIPER POINT BRANFORD SMELSER, Standard O-OWNER SINGLE 375000.00 374507.72
ROAD PATRICK OCCUPIED FAMILY
500871603 33 HOLYOKE STREET BOSTON KANIWEC, Standard O-OWNER CONDO 288150.00 287762.01
UNIT GEORGE OCCUPIED
#5
500875000 3047 WOODSIDE PLEASANT JENNINGS, VIP O-OWNER SINGLE 359950.00 359400.52
MEADOWS HILL CHRISTOPHER Relocatio OCCUPIED FAMILY
ROAD
500876909 436 GROVE AVENUE OAK FARRELL, Standard O-OWNER SINGLE 420400.00 419548.10
N PARK JAMES OCCUPIED FAMILY
500901301 3350 CALLE CAMARILLO UTTS, Standard O-OWNER SINGLE 300000.00 298164.64
CITA CHARLES OCCUPIED FAMILY
500908405 7504 LYNDHURST PLANO HEATH, Standard O-OWNER SINGLE 288000.00 287445.26
LANE ROBERT OCCUPIED FAMILY
500917208 7 TRANQUILITY SOUTHAMPTON MITCHELL, Standard O-OWNER SINGLE 256800.00 256462.87
COURT JOSEPH OCCUPIED FAMILY
500923404 14434 LAUREL WELLINGTON THOMPSON, Standard O-OWNER SINGLE 295500.00 295140.70
TRAIL RICHARD OCCUPIED FAMILY
500925508 401 NYSTROM LANE WINTER PIRIBEK, Standard S-SECOND CONDO 327100.00 326670.61
UNIT PARK JOHN HOME
S-303
500945605 408 SEAWARD NEWPORT ACUNA, Stated O-OWNER SINGLE 386000.00 385275.20
ROAD BEACH ANTONIO Income OCCUPIED FAMILY
500948104 13002 BENT OAK WACO MCCARTER, Standard O-OWNER SINGLE 320800.00 320368.06
DRIVE JACK OCCUPIED FAMILY
500951504 840 RUBY VACAVILLE CHANDRAN, Standard O-OWNER SINGLE 287000.00 286388.36
DRIVE SUBHASH OCCUPIED FAMILY
500955307 24 EDINBURGH MADISON MONTGOMERY, Relocation O-OWNER SINGLE 314400.00 314178.09
LANE ANDREW OCCUPIED FAMILY
500965603 4214 W ALABAMA HOUSTON FAHEY, Standard O-OWNER SINGLE 495000.00 494298.99
AVENUE MARIA OCCUPIED FAMILY
500969100 92 514 AWAWA KAPOLEI PAK, Standard O-OWNER SINGLE 195000.00 194723.84
PL HYUN OCCUPIED FAMILY
500979802 39 MONTECITO NEWPORT JACKSON, Standard O-OWNER SINGLE 650000.00 649168.17
DR BEACH ROBERT OCCUPIED FAMILY
500980602 209-211 SHELL MANHATTAN SAJOVIC, Standard O-OWNER 2-4 399950.00 399411.47
STREET BEACH ZORAN OCCUPIED FAMILY
500981204 1681 WINGSPAN WINTER SCHRADER, Standard O-OWNER SINGLE 308000.00 307595.67
WAY SPRINGS PATRICK OCCUPIED FAMILY
500985007 4901 FAIRWAY RIDGE WEST STENSON, Select O-OWNER CONDO 318800.00 318313.33
CIRCLE BLOOMFIELD DAVID OCCUPIED
500989306 14515 CYPRUS POINT FARMERS ALBERTS, Stated O-OWNER SINGLE 109900.00 109698.84
DRIVE BRANCH DANETTE Income OCCUPIED FAMILY
501012009 1216 CASTILE CORAL HORSTMYER, Standard O-OWNER SINGLE 294000.00 293604.14
AVENUE GABLES LINDA OCCUPIED FAMILY
501015101 5200 SEVILLE FLOWER MAHLKE, Relocation O-OWNER SINGLE 300000.00 299575.15
LANE MOUND KENNETH OCCUPIED FAMILY
501029102 995 S RACE DENVER BRISCOE, Standard O-OWNER SINGLE 333000.00 332551.63
STREET MICHAEL OCCUPIED FAMILY
501030100 401 NYSTROM LANE WINTER CASCIO, Standard S-SECOND CONDO 287800.00 287634.41
UNIT PARK FRANK HOME
S-503
501035109 256 HOMESTEAD SOUTHBURY ZDANKIEWICZ, Standard O-OWNER SINGLE 292700.00 292274.94
ROAD PETER OCCUPIED FAMILY
501071104 4895 SUNBEAM YORBA VOLTAREL, Select O-OWNER SINGLE 332500.00 331313.62
LANE LINDA JOSEPH OCCUPIED FAMILY
501071807 261 BURGUNDY LUCEDALE MASSEY, Select O-OWNER SINGLE 294000.00 293259.13
DRIVE JAMES OCCUPIED FAMILY
501092100 2327 WESTMINSTER COSTA STARNES, Standard O-OWNER SINGLE 295200.00 294802.52
AVENUE MESA TODD OCCUPIED FAMILY
501112106 201 ZEPHYR WAY WINTER NEGOLA, Standard S-SECOND CONDO 332400.00 332400.00
#2601 PARK DANIEL HOME
501171607 38 NEWPORT KOZUKI, Standard O-OWNER SINGLE 430000.00 429725.80
WHITEHALL BEACH WARREN OCCUPIED FAMILY
501172902 31 IRVINE JOHANSSON, Standard O-OWNER SINGLE 310850.00 310651.77
LANGFORD DEBORAH OCCUPIED FAMILY
501202303 29360 OWL CLARK BURKE, Standard S-SECOND SINGLE 290000.00 289810.29
DRIVE MARK HOME FAMILY
501207401 536 S GROVE BARRINGTON GELESKE, Standard O-OWNER SINGLE 424800.00 424535.96
AVENUE TIMOTHY OCCUPIED FAMILY
501208300 43 MELINDA HEWITT SALLEROLI, Standard O-OWNER SINGLE 431250.00 431250.00
LN NICHOLAS OCCUPIED FAMILY
501233308 3370 GREENSIDE DACULA ESFAHANI, Standard O-OWNER SINGLE 373100.00 372622.53
COURT SHAHIN OCCUPIED FAMILY
501262000 18 COUSTEAU AUSTIN BARGER, Standard O-OWNER SINGLE 494400.00 494084.73
LANE JAMES OCCUPIED FAMILY
501267702 10825 GRINDSTONE FISHERS CREEL, Relocation O-OWNER SINGLE 360000.00 359515.27
DRIVE BRADY OCCUPIED FAMILY
501272306 7908 E HORSESHOE ORANGE CALDWELL, Standard O-OWNER SINGLE 342000.00 341562.32
TRAIL ROBERT OCCUPIED FAMILY
501296503 9 CRYSTAL WOODBRIDGE DAVIDSON, Relocation O-OWNER SINGLE 513750.00 513396.43
TERRACE BRUCE OCCUPIED FAMILY
501296800 64 GLENWOOD POINT MCTERNAN, Standard O-OWNER SINGLE 308000.00 307798.52
AVENUE LOOKOUT MICHAEL OCCUPIED FAMILY
501310908 5230 &5304 TEDFORD YORBA SAMBOLICH, Standard O-OWNER SINGLE 431200.00 430637.57
WAY LINDA MICHAEL OCCUPIED FAMILY
501335509 617 E COOPER AVE ASPEN KRAJIAN, Standard O-OWNER CONDO 450000.00 449720.29
UNIT RONALD OCCUPIED
114
501349807 8 PAGE WOBURN CLARK, Standard O-OWNER SINGLE 300000.00 299644.49
PLACE LEWANA OCCUPIED FAMILY
501359103 10224 NE 52ND KIRKLAND SIEMERING, Standard S-SECOND CONDO 560000.00 559301.41
STREET UNIT GEORGE HOME
D
501372502 808 PACKWOOD TAMPA NIPPER, Standard O-OWNER SINGLE 353600.00 353158.89
AVENUE CINDY OCCUPIED FAMILY
S
501391106 10 HAVEN MEDFIELD EILAND, Standard O-OWNER SINGLE 492000.00 491686.26
ROAD ROBERT OCCUPIED FAMILY
501392104 5631 GREENBUSH VALLEY RIDER, Standard O-OWNER SINGLE 298400.00 298008.27
AVENUE GLEN DOUGLAS OCCUPIED FAMILY
501395503 100 N ERLWOOD RICHMOND COHEN, VIP O-OWNER SINGLE 277000.00 276799.51
COURT GIL Relocatio OCCUPIED FAMILY
501405708 60 FAIRMOUNT GARDEN MIXON, Standard O-OWNER SINGLE 310000.00 310000.00
BOULEVARD CITY JOHN OCCUPIED FAMILY
501414502 371 FOXPOINT NEWINGTON PETERS, Standard O-OWNER SINGLE 436000.00 435456.11
ROAD CATHERINE OCCUPIED FAMILY
501419600 4797 W HINSDALE LITTLETON ALBI, Standard O-OWNER SINGLE 390000.00 390000.00
COURT JOSEPH OCCUPIED FAMILY
501422109 10179 OLIVIA LOS THOMASSIAN, Standard O-OWNER SINGLE 270000.00 269671.70
TERRACE ANGELES VIKEN OCCUPIED FAMILY
501430102 18 CABRILLO AVALON KRESSEL, Standard O-OWNER CONDO 272000.00 271730.24
DRIVE TERRENCE OCCUPIED
501442701 29120 N 66TH CAVE SZOSTAK, Relocation O-OWNER SINGLE 280000.00 279622.98
STREET CREEK ELAINE OCCUPIED FAMILY
501447601 1778 ROCHESTER LUCCI, Standard O-OWNER SINGLE 264000.00 263670.65
CHASE JOHN OCCUPIED FAMILY
501447700 17 IRVINE TORABZADEH, Standard O-OWNER SINGLE 332405.00 332187.56
GLENOAKS SAEED OCCUPIED FAMILY
501480909 1106 RINDGE LN REDONDO ACKLEY, Standard O-OWNER CONDO 313750.00 313378.19
2 BCH BOBBY OCCUPIED
501497903 105 TOWNSEND FARMS BOXFORD MESHAY, Standard O-OWNER SINGLE 450000.00 450000.00
ROAD MICHAEL OCCUPIED FAMILY
501500003 32420 DERBY UNION BRADY, Relocation O-OWNER SINGLE 342000.00 341392.38
COURT CITY MARY OCCUPIED FAMILY
501526404 1724 PEMBROKE MCKINNEY BESCH, Standard O-OWNER SINGLE 432000.00 431461.09
LANE ROBERT OCCUPIED FAMILY
501530208 7617 WISCASSET WEST KEARIN, Relocation O-OWNER SINGLE 425000.00 424427.76
DRIVE HILLS NICOLAS OCCUPIED FAMILY
501539506 201 ZEPHYR WAY WINTER MARX, Standard S-SECOND CONDO 304450.00 304450.00
#2402 PARK ROBERT HOME
501544803 1046 N WOODBINE OAK WILLIAMS-LEE, Relocation O-OWNER SINGLE 332000.00 331340.21
AVENUE PARK AUDREY OCCUPIED FAMILY
501569800 802 FOX HOLLOW OAK VENABLE, Standard O-OWNER SINGLE 332500.00 332282.49
LANE POINT CHARLES OCCUPIED FAMILY
501583504 17109 T OMAHA EVANS, Relocation O-OWNER SINGLE 270350.00 270350.00
STREET BRUCE OCCUPIED FAMILY
501593107 401 NYSTROM LANE WINTER MUELLER, Standard S-SECOND CONDO 288150.00 287970.90
#1607 PARK GARY HOME
501647804 4208 SHENANDOAH DALLAS HARMON, Standard O-OWNER SINGLE 320000.00 319610.90
STREET ANGELA OCCUPIED FAMILY
501650303 1727 15TH AVENUE ISSAQUAH SATTERLEE, Standard O-OWNER SINGLE 257400.00 257255.70
NE HEIDI OCCUPIED FAMILY
501650709 387 EDINBORO STATEN FAMA, Standard O-OWNER SINGLE 384800.00 384800.00
ROAD ISLAND GARY OCCUPIED FAMILY
501661409 4806 ROLLING RIDGE WEST ROHR, Select O-OWNER SINGLE 320000.00 320000.00
COURT BLOOMFIELD STEPHEN OCCUPIED FAMILY
501664106 6076 BROOKSTONE GRAND DEAN, Select O-OWNER SINGLE 301200.00 300987.41
LANE BLANC DAVID OCCUPIED FAMILY
501704605 1005 FAIR FRANKLIN HINTON, Standard O-OWNER SINGLE 280000.00 279650.70
STREET JULIE OCCUPIED FAMILY
501705206 63 BALFOUR WEST ANDRUSZKIEWICZ, Standard O-OWNER SINGLE 300000.00 299788.26
DRIVE HARTFORD PETER OCCUPIED FAMILY
501724504 201 ZEPHYR WAY WINTER CLARK, Standard S-SECOND CONDO 379940.00 379940.00
#2600 PARK JAMES HOME
501757801 401 NYSTROM LANE WINTER SCHNITTKER, Standard S-SECOND CONDO 437330.00 437051.12
UNIT PARK WILLIAM HOME
1511
501765101 22 OLDE WOOD SALEM GAGLIONE, Standard O-OWNER SINGLE 280800.00 280800.00
ROAD SEBASTIAN OCCUPIED FAMILY
501824601 201 ZEPHYR WAY WINTER MAGNUSON, Standard S-SECOND CONDO 341000.00 341000.00
#2508 PARK R HOME
501944904 401 NYSTROM LANE WINTER WALKER, Standard S-SECOND CONDO 400000.00 399775.75
#S700 PARK JAMES HOME
502070600 901 LOCUST WILMETTE THINNES, Standard O-OWNER SINGLE 350000.00 350000.00
ROAD WILLIAM OCCUPIED FAMILY
502103401 2503 HUNTERS RUN WESTON FISCHGRUND, Standard O-OWNER SINGLE 358808.00 358808.00
WAY JARED OCCUPIED FAMILY
502143506 66 LOUGHLIN GREENWICH BANKS, Standard O-OWNER SINGLE 465500.00 465500.00
AVENUE ERIKA OCCUPIED FAMILY
502316805 284 WENTWORTH MOULTONBORO TUHY, Standard S-SECOND SINGLE 380000.00 380000.00
SHORES PAUL HOME FAMILY
ROAD
502336407 401 NYSTROM LANE WINTER KULIG, Standard S-SECOND CONDO 371990.00 371990.00
#1703 PARK KENNETH HOME
502434301 201 ZEPHYR WAY WINTER FRAZAR, Standard S-SECOND CONDO 339940.00 339940.00
#2202 PARK EDWARD HOME
600010578 7003 VIA CARLSBAD HOFFMAN, Standard O-OWNER PUD 295000.00 293253.36
PADILLA CHERYL OCCUPIED
600011509 2241 JAMESTOWN OXNARD LEE, Standard O-OWNER SINGLE 300000.00 298598.03
LANE HAROLD OCCUPIED FAMILY
600013100 1237 FIRETHORNE EASTON HOF, Standard O-OWNER SINGLE 280250.00 279545.92
DRIVE PHILIP OCCUPIED FAMILY
600013925 1520 DEERHORN EL DORADO GALLAGHER, Standard O-OWNER SINGLE 277600.00 276679.69
DRIVE HILLS WILLIAM OCCUPIED FAMILY
MICHAEL
600014188 157 BEVERLY MOUNT BROWN, Standard O-OWNER SINGLE 335500.00 334613.17
ROAD KISCO ADAM OCCUPIED FAMILY
600015707 1652 9TH MANHATTAN BORDOKAS, Standard O-OWNER SINGLE 768750.00 765681.23
STREET BEACH GEORGE OCCUPIED FAMILY
600015711 1018 NORTH NORMAN FULLERTON COLEMAN, Standard O-OWNER SINGLE 284900.00 283673.86
PLACE DAVID OCCUPIED FAMILY
600015828 33 MAPLE RIDGE READING WALKER, Standard O-OWNER SINGLE 290000.00 289271.41
ROAD MELISSA OCCUPIED FAMILY
600015908 1309 KILLARNEY LOS HOOD, Standard O-OWNER SINGLE 288400.00 284849.72
AVENUE ANGELES CONSTANCE OCCUPIED FAMILY
600016759 22509 GAYCREST TORRANCE COLETTE, Standard O-OWNER SINGLE 296000.00 294757.51
AVENUE MICHAEL OCCUPIED FAMILY
600016764 42665 AVENIDA TEMECULA MALDONADO, Standard O-OWNER SINGLE 275000.00 273816.45
BEGONIA RALPH OCCUPIED FAMILY
600016772 3503 SW GALE PORTLAND GAVONI, Standard O-OWNER SINGLE 297300.00 296227.72
AVENUE DEAN OCCUPIED FAMILY
600017006 13821 ETUDE SAN THOENE, Standard O-OWNER SINGLE 286300.00 284893.29
ROAD DIEGO MATTHEW OCCUPIED FAMILY
600017020 16 IRVINE BIER, Standard O-OWNER SINGLE 412500.00 410768.48
FESTIVO STEPHEN OCCUPIED FAMILY
600017122 2546 COTSWOLD HILL FAIRFIELD DELLENBACH, Standard O-OWNER PUD 368000.00 366684.45
DRIVE ROBERT OCCUPIED
600017129 10046 RUFFNER NORTH ERAN, Standard O-OWNER SINGLE 261000.00 259055.94
AVENUE HILLS HARUTYUN OCCUPIED FAMILY
600017130 4903 TOWNSHIP MARIETTA BRADSHAW, Standard O-OWNER SINGLE 280000.00 278082.26
OVERLOOK ROD OCCUPIED FAMILY
600017137 6010 JACARANDA YORBA GUERRA, Standard O-OWNER SINGLE 300000.00 298223.75
LANE LINDA RAFAEL OCCUPIED FAMILY
600017139 19904 AHWANEE LOS LEE, Standard O-OWNER SINGLE 311000.00 308681.20
LANE ANGELES MICHAEL OCCUPIED FAMILY
600017140 31 JACKSON BEDFORD DAGOSTINO, Standard O-OWNER SINGLE 264000.00 262089.61
ROAD PAUL OCCUPIED FAMILY
600017142 72 SETON IRVINE HAGLUND, Standard O-OWNER CONDO 256500.00 255270.86
ROAD BECKY OCCUPIED
600017144 16767 BAYVIEW SUNSET BEACH PACKER, Standard O-OWNER SINGLE 443000.00 441045.39
DRIVE AREA MICHAEL OCCUPIED FAMILY
600017226 153 TRELLIS SAN WARK, Standard O-OWNER SINGLE 332000.00 328092.37
DRIVE RAFAEL GARY OCCUPIED FAMILY
600017229 37 PHEASANT IRVINE RHEE, Standard O-OWNER SINGLE 332700.00 331510.62
CREEK PAUL OCCUPIED FAMILY
600017235 1340 WASHINGTON WHEELING GRUBLER, DR Standard O-OWNER SINGLE 285000.00 283629.94
FARMS JOSEPH OCCUPIED FAMILY
600017239 1613 SHEFFIELD REDLANDS WANCHOO, Standard O-OWNER SINGLE 278000.00 276142.38
LANE M OCCUPIED FAMILY
600017253 972 PASEO SANTA THOUSAND WOOLEY, Standard O-OWNER PUD 420000.00 417986.76
BARBARA OAKS JON OCCUPIED
600017268 1125 ENGLEWILD GLENDORA JACKSON, Standard O-OWNER SINGLE 400000.00 398320.98
DRIVE JOHN OCCUPIED FAMILY
600017284 805 CARRIAGE SOLVANG CULLEN, Standard O-OWNER SINGLE 313000.00 311881.04
DRIVE STEPHEN OCCUPIED FAMILY
600017384 48 HILDRETH HUNTINGTON KOCIS, Standard O-OWNER SINGLE 324000.00 322326.80
AVENUE ROBERT OCCUPIED FAMILY
600017461 1028 TREVECCA CLAREMONT TAN, Standard O-OWNER SINGLE 555700.00 553713.44
PLACE FERNANDO OCCUPIED FAMILY
600017481 4950 ALATAR LOS NABI, Standard O-OWNER SINGLE 259900.00 258768.29
DRIVE ANGELES SAFIULLAH OCCUPIED FAMILY
600017482 21837 OCEAN TORRANCE LEW, Standard O-OWNER SINGLE 305800.00 303487.31
AVENUE MOON OCCUPIED FAMILY
600017485 2755 WEST 225TH TORRANCE DELGADO, Standard O-OWNER SINGLE 265000.00 264052.63
STREET ROBERTO OCCUPIED FAMILY
600017486 509 CALIFORNIA EL BINDER, Standard O-OWNER SINGLE 400000.00 396574.09
STREET SEGUNDO ROBERT OCCUPIED FAMILY
600017489 2237 ORTEGA SAN BAUMANN, Standard O-OWNER SINGLE 292000.00 290956.11
STREET FRANCISCO SCOTT OCCUPIED FAMILY
600017624 2368 RUPERT SAN REEVE, Standard O-OWNER SINGLE 400000.00 398100.20
DRIVE JOSE KERRY OCCUPIED FAMILY
600017625 2652 SOUTH AVERILL LOS SHOWLER, Standard O-OWNER SINGLE 264000.00 262863.82
AVENUE ANGELES STEPHEN OCCUPIED FAMILY
600017710 13422 MILAN WESTMINSTER MAISANO, Standard O-OWNER SINGLE 287500.00 286472.21
STREET RICHARD OCCUPIED FAMILY
600017954 109 HAWTHORNE HERSHEY HINMAN, Standard O-OWNER SINGLE 264000.00 261489.10
DRIVE BRIAN OCCUPIED FAMILY
600017992 30829 CANTERBURY UNION ALBERTO, Standard O-OWNER SINGLE 287900.00 286969.35
WAY CITY JOSENIO OCCUPIED FAMILY
600018390 1307 CLEARVIEW YARDLEY PAGNONI, Standard O-OWNER SINGLE 301000.00 300120.23
DRIVE ALESSANDRA OCCUPIED FAMILY
600019338 5101 BLACK OAK AMARILLO KINZY, Stated O-OWNER SINGLE 108000.00 107812.22
DRIVE MARVIN Income OCCUPIED FAMILY
600019426 46 WYNDEMERE LAKE CHESTER THURMAN, Standard O-OWNER SINGLE 750000.00 748319.71
DRIVE SPRINGS RALPH OCCUPIED FAMILY
600019449 904 SOUTH OCEAN SOUTH BETHANY FLEISCHER, Standard S-SECOND SINGLE 350600.00 348688.62
DRIVE BEACH STANLEY HOME FAMILY
600020016 141 HOPE HOLLAND AOUDOU-PACCO, Standard O-OWNER SINGLE 460000.00 458956.95
ROAD IBRAHIM OCCUPIED FAMILY
600020234 1922 WALNUT GREEN HOUSTON HARTGERINK, Standard O-OWNER SINGLE 258850.00 258325.47
DRIVE DANIEL OCCUPIED FAMILY
600020392 7401 TWEEDS GATE PLANO BONENBERGER, Standard O-OWNER PUD 267900.00 267343.26
DRIVE ERIC OCCUPIED
600020492 15617 NORTH 63RD SCOTTSDALE BELTZ, Standard O-OWNER SINGLE 123500.00 123181.75
WAY ROBERT OCCUPIED FAMILY
600020538 53 PADDOCK HOLLAND LEVY, Standard O-OWNER PUD 290400.00 289529.80
WAY JEFFREY OCCUPIED
600021307 29 64TH STREET SEA ISLE RODGERS, Standard S-SECOND CONDO 300000.00 299407.28
EAST CITY WILLIAM HOME
UNIT
600021322 1010 SACKETTSFORD IVYLAND PHILLIPS, Standard O-OWNER SINGLE 360000.00 359341.09
ROAD PETER OCCUPIED FAMILY
600021376 19576 SATURNIA BOCA RALSTON, Standard O-OWNER PUD 448900.00 448035.33
LAKES RATON ROGER OCCUPIED
DRIVE
600021662 9504 GREENFIELD RALEIGH GIBBS, Standard O-OWNER PUD 259850.00 259680.02
DR ROY OCCUPIED
600021743 1205 MUSH BLUFF ST CISCO, Standard O-OWNER SINGLE 777700.00 774832.21
ROAD MARYS FAIRLEY OCCUPIED FAMILY
600022245 7 HUNTERS SOUTHAMPTON JACOBS, Standard O-OWNER SINGLE 288000.00 287020.83
LANE TWP JEFFREY OCCUPIED FAMILY
600022384 55 RED STONE PLAINVILLE RAGAGLIA, Standard O-OWNER SINGLE 275000.00 274629.73
HILL KRISTINE OCCUPIED FAMILY
600022495 766 BEACOM MERION ROSEN, Standard O-OWNER SINGLE 336000.00 335570.01
LANE STATION ADAM OCCUPIED FAMILY
600022787 221 NEW GATE LAKE LARKOWICH, Standard O-OWNER PUD 448000.00 447455.28
LOOP MARY GEORGE OCCUPIED
600023157 1 CLAREMONT MAPLEWOOD FOGELSON, Standard O-OWNER SINGLE 348000.00 347103.16
DRIVE TOWNSHIP JOSEPH OCCUPIED FAMILY
600023221 103 ROGERS WARREN REN, Standard O-OWNER SINGLE 270400.00 269809.15
ROAD TOWNSHIP YI OCCUPIED FAMILY
600023226 93 BURLINGTON BERKELEY REILLY, Standard O-OWNER SINGLE 318750.00 318074.95
ROAD HEIGHTS ROBERT OCCUPIED FAMILY
TWP
600023229 110 MOORE BOROUGH OF DEGEORGE, Standard O-OWNER SINGLE 280000.00 279593.41
STREET PRINCETON DAVID OCCUPIED FAMILY
600023230 11 ISAAC GRAHAM READINGTON PAICH, Standard O-OWNER SINGLE 411920.00 411085.30
ROAD TOWNSHIP BRIAN OCCUPIED FAMILY
600023231 37 GOLDECKER BASS RIVER DOROS, Standard O-OWNER SINGLE 297000.00 296413.20
ROAD TWP BRIAN OCCUPIED FAMILY
600023233 6262 KINGFISHER ALEXANDRIA ANDRIUK, Standard O-OWNER PUD 371100.00 370268.58
LANE NANCY OCCUPIED
600023234 458 WEISCH WYCKOFF LISBOA, Standard O-OWNER SINGLE 350000.00 349235.20
LANE TOWNSHIP SEVERIANO OCCUPIED FAMILY
600023235 19695 SMITH ASHBURN TRAX, Standard O-OWNER SINGLE 277700.00 276965.99
CIRCLE KEVIN OCCUPIED FAMILY
600023295 9333 WICKHAM ORLANDO FISCHER, Standard O-OWNER SINGLE 280000.00 279825.97
WAY RONALD OCCUPIED FAMILY
JR
600025316 6645 HAWAII KAI HONOLULU WHITE, Standard S-SECOND PUD 630000.00 629193.78
DRIVE ROY HOME
650142902 10821 ORANGE PARK ORANGE NADER, Standard I-INVESTOR SINGLE 275000.00 272376.59
BOULEVARD MICHAEL FAMILY
651177973 5 LILAC COTO DE PROUDFOOT, Standard O-OWNER SINGLE 375000.00 372206.89
LANE CAZA MATTHEW OCCUPIED FAMILY
651192138 8370 CREEK HOLLOW BLACKLICK TONGUETTE, Standard O-OWNER SINGLE 397800.00 396403.19
ROAD DELNORE OCCUPIED FAMILY
651195829 3610 COMPASS COLORADO BARTZ, Stated O-OWNER SINGLE 100000.00 99638.12
POINT SPRINGS MARIAN Income OCCUPIED FAMILY
651204514 33 AUTUMN EAST CHANDEKAR, Standard O-OWNER PUD 328000.00 325004.01
LANE BRUNSWICK NITIN OCCUPIED
651205462 74 SPRING POOLE, Standard O-OWNER SINGLE 361900.00 360342.47
PERCHERON CITY JERRY OCCUPIED FAMILY
651207056 2901 EDGELEY ROSSMOOR REHMAN, Stated I-INVESTOR SINGLE 320000.00 318466.58
PLACE JEROME Income FAMILY
651207994 1430 WELLINGTON PASADENA FERRI, Standard O-OWNER SINGLE 532000.00 530483.44
AVENUE STEPHEN OCCUPIED FAMILY
651209258 5770 REGAL VIEW COLORADO HERNANDEZ, Standard O-OWNER SINGLE 370000.00 368971.39
ROAD SPRINGS RICARDO OCCUPIED FAMILY
651211465 6055 SOUTH GARTH LOS ANGELES SKINNER, Standard O-OWNER SINGLE 292000.00 291188.21
AVENUE AREA OTIS OCCUPIED FAMILY
651217872 27921 RURAL LAGUNA GARCIA, Standard O-OWNER SINGLE 363000.00 362306.64
LANE NIGUEL CATHERINE OCCUPIED FAMILY
651220154 23657 WHITE OAK SANTA CLARITA MCBROOM, Standard O-OWNER SINGLE 281600.00 281014.78
COURT AREA ROBERT OCCUPIED FAMILY
651224430 5579 EAST LONNA LONG FAHRINGER, Standard O-OWNER SINGLE 360000.00 359776.23
LINDA BEACH TIMOTHY OCCUPIED FAMILY
DRIVE
651224635 13686 QUIET HILLS POWAY BERNS, Standard O-OWNER SINGLE 321000.00 319880.81
DRIVE JACOB OCCUPIED FAMILY
651225105 26230 W READE STEVENSON NASSIF, Standard O-OWNER SINGLE 266500.00 265570.86
PLACE RANCH RONALD OCCUPIED FAMILY
651225319 1365 GOLD SHADOW CHINO BURKE, Standard O-OWNER SINGLE 277200.00 276409.78
LANE HILLS RICK OCCUPIED FAMILY
651227757 1382 CERRO SAN CHHABRA, Standard O-OWNER SINGLE 380000.00 378916.75
VERDE JOSE GURPREET OCCUPIED FAMILY
651227908 4712 EAST VILLAGE LONG VEALE, Standard O-OWNER SINGLE 256000.00 255129.61
ROAD BEACH JAMES OCCUPIED FAMILY
651229127 23114 FRIAR LOS ROZEMA, Standard O-OWNER SINGLE 281600.00 280593.31
STREET ANGELES MICHAEL OCCUPIED FAMILY
651231748 223 GOLDEN EAGLE BRISBANE CHEUNG, Standard O-OWNER CONDO 299000.00 297931.10
LANE NEVIN OCCUPIED
651232580 29642 NORTH ENROSE RANCHO PALOS LAPINE, Standard O-OWNER SINGLE 264100.00 263155.86
AVENUE VERDE STEVEN OCCUPIED FAMILY
651234204 13651 SW 84TH MIAMI VONKANEL, Standard O-OWNER PUD 310000.00 309138.19
COURT HORST OCCUPIED
651234695 4930 BASELINE SANTA ANDERSON, Standard O-OWNER SINGLE 270000.00 269249.40
AVENUE YNEZ JOHN OCCUPIED FAMILY
651235110 607 COUNTRY CLUB EL CONGER, Standard O-OWNER SINGLE 330000.00 328849.46
ROAD PASO ANITA OCCUPIED FAMILY
651237091 1370 PASEO SAN BROWNELL, Standard O-OWNER SINGLE 265000.00 264244.55
DESCANSO DIMAS PAUL OCCUPIED FAMILY
651239354 31 MOUNTAINVIEW VERONA LONSINGER, Standard O-OWNER SINGLE 285000.00 283981.15
ROAD BRYAN OCCUPIED FAMILY
651239447 207 WEST AVENIDA SAN SCHOENIG, Standard O-OWNER SINGLE 372000.00 371226.92
GAVIOTA CLEMENTE TODD OCCUPIED FAMILY
651239490 12240 EAGLE RIDGE LOS CARLSON, Standard O-OWNER PUD 270000.00 269055.93
WAY ANGELES JOHN OCCUPIED
651239504 549 FLOOD SAN WRIGHT, Standard O-OWNER SINGLE 325000.00 323894.26
AVENUE FRANCISCO BRENDA OCCUPIED FAMILY
651239523 171 HANSBURG WALKER MCKENZIE, Standard S-SECOND SINGLE 336000.00 334798.84
ROAD VALLEY JOHN HOME FAMILY
651241105 366 BARROW CORONA HARMON, Standard O-OWNER SINGLE 293800.00 292749.71
STREET CHARLES OCCUPIED FAMILY
651241459 2779 STONECUTTER THOUSAND MILLER, Standard O-OWNER CONDO 279518.00 278518.72
STREET OAKS MICHAEL OCCUPIED
651241888 6 IRVINE LIU, Standard O-OWNER SINGLE 300000.00 298927.54
BROCKTON RONG OCCUPIED FAMILY
651242128 300 E 33RD NEW MEGIBOW, Standard O-OWNER CONDO 262000.00 261271.61
ST YORK ALEC OCCUPIED
651242274 299 PAVONIA AVENUE JERSEY DELLERT, Standard O-OWNER CONDO 319950.00 319729.81
UNIT CITY SUSAN OCCUPIED
1-4
651242446 4378 PASEO SANTA THOUSAND CAMPBELL, Standard O-OWNER SINGLE 387900.00 386513.30
FE OAKS ROBERT OCCUPIED FAMILY
651242991 408 MONROE HOBOKEN LENZ, Standard O-OWNER 2-4 450000.00 449110.91
STREET MICHAEL OCCUPIED FAMILY
651242999 8422 RHODA DUBLIN DORAZIO, Standard O-OWNER SINGLE 360000.00 358713.04
AVENUE NICHOLAS OCCUPIED FAMILY
651243135 1723 FUERTE EL CAJON IHMS, Standard O-OWNER SINGLE 282000.00 281216.03
ESTATES AREA WAYNE OCCUPIED FAMILY
DRIVE
651244065 711 SOUTH DEARBORN CHICAGO MERCHASIN, Standard O-OWNER CONDO 286400.00 285474.21
STREET ROBERT OCCUPIED
651245764 18140 SUPERIOR LOS GONZALEZ, Standard O-OWNER SINGLE 308000.00 306770.65
STREET ANGELES MODESTO OCCUPIED FAMILY
NORTHRIDG
651246184 824-826 OLD TOPANGA CARMALT, Standard O-OWNER 2-4 382800.00 381388.72
TOPANGA CANYON AREA E OCCUPIED FAMILY
ROAD
651246352 829 VIA SAN BOCCASILE, Standard O-OWNER SINGLE 360000.00 358744.88
AMADEO DIMAS GUY OCCUPIED FAMILY
651246362 975 AMHERST LOS PETRISOR, Standard O-OWNER SINGLE 616100.00 613897.53
AV ANGELES GREGORY OCCUPIED FAMILY
651246431 11135 RANCHO VIEW TRUCKEE BARRETT, Standard O-OWNER SINGLE 348000.00 346786.68
COURT CHARLES OCCUPIED FAMILY
651247770 2307 32ND STREET SANTA PHILIPSON, Standard O-OWNER CONDO 308000.00 307143.74
#2 MONICA ROBERT OCCUPIED
651248050 4228 CASTLEPEAK CORONA REITZ, Standard O-OWNER PUD 270200.00 269257.96
DRIVE SYDNEY OCCUPIED
651248122 666 UPAS STREET SAN KUHL, Standard O-OWNER CONDO 260000.00 259093.48
UNIT # DIEGO DONALD OCCUPIED
604
651251872 63 EDGEWOOD NEW HYDE LASCARIDES, Standard O-OWNER SINGLE 310000.00 309593.05
DRIVE PARK CHRIS OCCUPIED FAMILY
651252042 2237 ERIN BEL JANICKI, Standard O-OWNER SINGLE 304000.00 303066.02
WAY AIR MARK OCCUPIED FAMILY
651252271 701 SEADRIFT HUNTINGTON MITCHELL, Standard O-OWNER SINGLE 400000.00 398102.14
DRIVE BEACH JOHN OCCUPIED FAMILY
651252400 2267 18TH SAN RAND, Standard O-OWNER SINGLE 340000.00 339564.89
AVENUE FRANCISCO JON OCCUPIED FAMILY
651252628 128 COLONIAL DURANGO HAMMONS, Standard O-OWNER SINGLE 525000.00 523962.70
DRIVE GARY OCCUPIED FAMILY
651253021 11384 CHAFFINCH SAN RAFFERTY, Standard O-OWNER SINGLE 290000.00 289397.32
COURT DIEGO PATRICK OCCUPIED FAMILY
651253234 5136 REDWILLOW LA BAYDIAN, Standard O-OWNER SINGLE 333360.00 331384.52
LANE CANADA ARAM OCCUPIED FAMILY
651253269 640 WEST END ABE NEW KAHN, Standard O-OWNER CONDO 284000.00 282932.89
#4C YORK GORDON OCCUPIED
651253317 119 NORTH STARKVILLE NORRIS, Standard O-OWNER SINGLE 280000.00 279023.77
MONTGOMERY WILLIAM OCCUPIED FAMILY
STREET
651253584 406 LAKE SHORE LEANDER STROHACKER, Standard O-OWNER SINGLE 294000.00 286567.24
CIRCLE OSCAR OCCUPIED FAMILY
651253653 17590 BURKWOOD YORBA NEWPORT, Standard O-OWNER SINGLE 274000.00 272945.71
CIRCLE LINDA MARK OCCUPIED FAMILY
651254125 1240 SOUTH SUNSET ANAHEIM STEUERNAGEL, Standard O-OWNER PUD 282446.00 281436.29
CREST HILLS ROBERT OCCUPIED
651254341 803 CHAGALL SAN AKBAR, Standard O-OWNER CONDO 280500.00 279945.79
ROAD JOSE JAVED OCCUPIED
651254389 145 POTOMAC LOS WANG, Standard O-OWNER SINGLE 400000.00 398673.87
DRIVE GATOS CHIH-CHUNG OCCUPIED FAMILY
651254777 18 LAGUNA GALPERSON, Standard O-OWNER PUD 380000.00 378943.58
BERGAMO NIGUEL HOWARD OCCUPIED
651254824 8682 EAST SILVER ANAHEIM POWERS, Standard O-OWNER SINGLE 296000.00 294967.99
RIDGE WILLIAM OCCUPIED FAMILY
LANE
651255131 1855 ROSSMONT REDLANDS DEAGUILERA, Standard O-OWNER SINGLE 304000.00 303133.38
DRIVE LANA OCCUPIED FAMILY
651255262 2514 RENATA THOUSAND ALKANA, Standard O-OWNER CONDO 346500.00 345536.72
COURT OAKS STEVE OCCUPIED
651255356 15 SALT SPRAY LAGUNA DALLAPE, Standard O-OWNER SINGLE 384000.00 382661.19
DRIVE NIGUEL DENISE OCCUPIED FAMILY
651255585 1181 REBECCA LIVERMORE SHERROD, Standard O-OWNER PUD 335000.00 333552.02
DRIVE PAT OCCUPIED
651256337 625 CENTENNIAL LEXINGTON GINTER, Standard O-OWNER SINGLE 298000.00 296452.08
LANE GEORGE OCCUPIED FAMILY
651256499 2923 LIBERTY PLEASANTON JANOVETZ, Standard O-OWNER SINGLE 278400.00 277626.02
DRIVE JEWELL OCCUPIED FAMILY
651256530 30317 VIA RANCHO PALOS KO, Standard O-OWNER SINGLE 529600.00 527706.76
BORICA VERDE MICHAEL OCCUPIED FAMILY
651256532 1008 PADDINGTON GLENDORA ELSWICK, Standard O-OWNER SINGLE 382000.00 380634.39
ROAD CAROL OCCUPIED FAMILY
651256624 3807 CHARTHOUSE WESTLAKE LEVANGIE, Standard O-OWNER SINGLE 540000.00 538069.58
CIRCLE VILLAGE KEVIN OCCUPIED FAMILY
651256750 33 MELODY LANE BAYVILLE DOOLAN, Standard O-OWNER SINGLE 420000.00 418832.36
SOUTH JAMES OCCUPIED FAMILY
651256859 3825 VENUS SAN RAJA, Standard O-OWNER SINGLE 467950.00 466649.07
COURT JOSE PRAVEEN OCCUPIED FAMILY
651257128 3932 SHOSHONEE COLUMBUS COUNCELLER, Standard O-OWNER SINGLE 288000.00 287219.23
DRIVE JOHN OCCUPIED FAMILY
651257432 3660 ASTER SEAL NEWMAN, Standard O-OWNER SINGLE 292500.00 291686.84
STREET BEACH GLENN OCCUPIED FAMILY
651257751 5005 ROCK VALLEY RANCHO PALOS CHOI, Standard O-OWNER SINGLE 367500.00 366218.69
ROAD VERDES HUBERT OCCUPIED FAMILY
651257755 19075 RIDGEVIEW VILLA SANDELMAN, Standard O-OWNER SINGLE 380000.00 378916.75
ROAD PARK ROBERT OCCUPIED FAMILY
651257815 40333 TESORO PALMDALE DAMMANWALLA, Standard O-OWNER SINGLE 272600.00 271842.18
LANE FAYYAZ OCCUPIED FAMILY
651257942 25 BLUE RIDGE SCOTCH THOMPSON, Standard O-OWNER SINGLE 349600.00 348552.39
CIRCLE PLAINS MATTHEW OCCUPIED FAMILY
651258077 15 WEST MAIN BROOKSIDE HEDEMAN, Standard O-OWNER SINGLE 260000.00 259093.48
STREET RICHARD OCCUPIED FAMILY
651258271 820 EAST BURBANK CARLETTA, Standard O-OWNER SINGLE 330000.00 328618.97
PROVIDENCIA DAVID OCCUPIED FAMILY
AVENUE
651258397 9519 CREEMORE LOS PAWLIK, Standard O-OWNER SINGLE 270000.00 269127.16
PLACE TUJUNGA ANGELES TREVOR OCCUPIED FAMILY
ARE
651258547 67 RANCHO SANTA THEROUX, Standard O-OWNER SINGLE 345000.00 343827.01
BERLAMO MARGAR DANIEL OCCUPIED FAMILY
651258574 18 VINCENT VERONA PATEL, Standard O-OWNER SINGLE 279200.00 278201.87
PLACE NAVNIT OCCUPIED FAMILY
651258615 128 WASHINGTON HANOVER WILLIAMS, Standard O-OWNER SINGLE 567000.00 564973.06
STREET ALAN OCCUPIED FAMILY
651259089 3281 KINROSS HERNDON GUTH, Standard O-OWNER PUD 250000.00 249128.37
CR ROBERT OCCUPIED
651259393 430 CORTEZ ARCADIA BRKIC, Standard O-OWNER SINGLE 270000.00 269034.76
ROAD BORISLAV OCCUPIED FAMILY
651259848 11622 AVENIDA SAN MADDEN, Standard O-OWNER SINGLE 300000.00 298924.92
SIVRITA DIEGO ROBERT OCCUPIED FAMILY
651260052 715 MEADOWCREEK LOWER HAYES, Standard O-OWNER SINGLE 450000.00 448309.14
CIRCLE GWYNEDD DANIEL OCCUPIED FAMILY
651260388 52 WEST ARTHUR ARCADIA ZHAO, Standard O-OWNER SINGLE 307200.00 301096.34
AVENUE FENG OCCUPIED FAMILY
651260749 2585 THOMPSON TUSTIN GUZMAN, Standard O-OWNER SINGLE 380000.00 378641.55
AVENUE ROBERTO OCCUPIED FAMILY
651260897 18766 FAIRFAX HUNTINGTON GAUTHIER-PETERS,Standard O-OWNER PUD 360000.00 358352.57
LANE BEACH TRACEY OCCUPIED
651260961 951 NORTH GLENDORA GLENDORA SCHEFFLER, Standard O-OWNER SINGLE 530000.00 527803.38
AVENUE DALE OCCUPIED FAMILY
651261125 7239 ROYCE BROOKLYN TOUQIR, Standard O-OWNER 2-4 289600.00 289210.06
PLACE AHSAN OCCUPIED FAMILY
651261360 10576 ASHTON LOS LINDSTROM, Standard O-OWNER SINGLE 400000.00 395498.16
AVENUE ANGELES JOHN OCCUPIED FAMILY
651261446 1110 HUDSON STREET HOBOKEN ERMLER, Standard O-OWNER CONDO 294500.00 293681.30
#2N WALTER OCCUPIED
651261455 47807 MASTERS FREMONT LE, Standard O-OWNER SINGLE 307200.00 306101.80
COURT THE OCCUPIED FAMILY
651261475 2942 EAST SHAMROCK BREA STARK, Standard O-OWNER SINGLE 290000.00 289152.35
AVENUE JOSEPH OCCUPIED FAMILY
651261709 1051 NORTH AVENUE LOS JENNETT, Standard O-OWNER SINGLE 350100.00 348848.45
64 ANGELES THOMAS OCCUPIED FAMILY
651261802 45 BALBOA NEWPORT GORALESKI, Stated O-OWNER SINGLE 715000.00 712569.04
COVE BEACH MICHAEL Income OCCUPIED FAMILY
651262001 954 COYOTE MILPITAS HO, Standard O-OWNER SINGLE 270400.00 269433.36
STREET JEREMY OCCUPIED FAMILY
651262250 2076 DEER HAVEN CHINO VALLEJO, Standard O-OWNER SINGLE 293600.00 292783.77
DRIVE HILLS ERNESTO OCCUPIED FAMILY
651262312 3180 JENKINS SAN LANE, Standard O-OWNER SINGLE 277600.00 276828.24
AVENUE JOSE CHERYL OCCUPIED FAMILY
651262354 2254 NORWOOD LIVERMORE GILL, Standard O-OWNER SINGLE 270000.00 269249.40
ROAD THOMAS OCCUPIED FAMILY
651262565 132 RUSSELL PORTOLA LENCIONI, Standard O-OWNER SINGLE 540000.00 538117.31
AVENUE VALLEY PAUL OCCUPIED FAMILY
651262613 130 SOUTH ALAMO STRUTHERS, Standard O-OWNER SINGLE 488000.00 486298.62
AVENUE MITCHELL OCCUPIED FAMILY
651262689 1123 COOK CLAREMONT ISINHUE, Standard O-OWNER SINGLE 520000.00 518919.33
AVENUE MING OCCUPIED FAMILY
651262748 71-1637 PUU LANI KAILUA GOAKES, Standard O-OWNER SINGLE 442000.00 440771.24
DRIVE KONA VERNON OCCUPIED FAMILY
651262875 22182 MISSION MEE, Standard O-OWNER SINGLE 332000.00 330842.45
ABRAZO VIEJO CHARLES OCCUPIED FAMILY
651263056 14 CREST KATONAH JONES, Standard O-OWNER SINGLE 350000.00 349776.81
ROAD PETER OCCUPIED FAMILY
651263193 715 WEST PALM EL ROSENBERG, Standard O-OWNER SINGLE 448000.00 447068.96
AVENUE SEGUNDO PETER OCCUPIED FAMILY
651263348 10652 BRIGHTON SANTA BIRD, Standard O-OWNER SINGLE 376000.00 374901.02
DRIVE ANA STEPHEN OCCUPIED FAMILY
651263541 8718 DELMONICO WEST HILLS BERNAL, Standard O-OWNER SINGLE 327000.00 325859.92
AVENUE AREA RICK OCCUPIED FAMILY
651263552 7616 SOUTHBY WEST CORYELL, Standard O-OWNER SINGLE 475000.00 473343.94
DRIVE HILLS SANDRA OCCUPIED FAMILY
651263601 5031 CLOUD LA PAYNE, Standard O-OWNER SINGLE 273000.00 272241.01
AVENUE CRESCENTA ANTHONY OCCUPIED FAMILY
651263653 370 SOUTH MOHLER ANAHEIM SUGDEN, Standard O-OWNER SINGLE 306000.00 305149.29
DRIVE JAMES OCCUPIED FAMILY
651263807 145 CALTON NEW BALCH, Standard O-OWNER SINGLE 284000.00 283210.48
ROAD ROCHELLE DOUGLAS OCCUPIED FAMILY
651263879 14885 DARK STAR MORGAN THOMAS, Standard O-OWNER SINGLE 288000.00 286995.91
COURT HILL JON OCCUPIED FAMILY
651263990 2837 STINSON POPLAR FOWLER, Standard O-OWNER SINGLE 351000.00 349402.58
STREET GROVE GREGORY OCCUPIED FAMILY
651264082 12420 WILLOW HILL MOORPARK OLSON, Standard O-OWNER PUD 296000.00 294967.99
DRIVE CHRISTOFER OCCUPIED
651264246 3 ISLEWORTH HENDERSON BASORE, Standard O-OWNER SINGLE 360000.00 359270.48
DRIVE JULIANNA OCCUPIED FAMILY
651264446 11 CASCADE SAN BALI, Standard O-OWNER SINGLE 260000.00 259093.48
COURT MATEO SURESH OCCUPIED FAMILY
651264469 400 MEDIO HALF MOON BEAMAN, Standard O-OWNER SINGLE 364000.00 362909.89
AVENUE BAY BUDD OCCUPIED FAMILY
651264538 3360 BENNETT LOS FULLE, Standard O-OWNER SINGLE 512000.00 510576.63
DRIVE ANGELES JEANETTE OCCUPIED FAMILY
651264673 26 NORTHERN NEWBURY BARGER, Standard O-OWNER SINGLE 364000.00 362962.32
BOULEVARD PAUL OCCUPIED FAMILY
651264878 14700 ALBERS SHERMAN OAKS ZIV, Standard O-OWNER SINGLE 268000.00 267236.00
STREET AREA LEOR OCCUPIED FAMILY
651265006 2435 EAST PHOENIX MAYNARD, Standard O-OWNER PUD 381000.00 379704.59
SILVERWOOD ROBERT OCCUPIED
DRIVE
651265049 24555 SUNDANCE LAGUNA HARRIS, Standard O-OWNER PUD 316000.00 315121.52
AVENUE HILLS GARY OCCUPIED
651265457 17790 KIOWA TRAIL SANTA TYNER, Standard O-OWNER SINGLE 300000.00 299144.80
IN THE AREA CLARA PAUL OCCUPIED FAMILY
OF
651265474 19 AVONDALE AVON CARDIA, Standard O-OWNER SINGLE 300000.00 298940.61
ROAD RAFFAELE OCCUPIED FAMILY
651265503 9142 GLADSTONE MAPLE LEINEN, Standard O-OWNER SINGLE 292000.00 291160.69
CIRCLE GROVE KELLY OCCUPIED FAMILY
651265515 4377 PASEO SANTA THOUSAND PASTOR, Standard O-OWNER SINGLE 404000.00 402591.44
FE OAKS MIGUEL OCCUPIED FAMILY
651266094 229 CENTER WILLISTON HAQUE, Standard O-OWNER SINGLE 259000.00 257194.07
ST PARK MOINUL OCCUPIED FAMILY
651266950 1714 LE FLORE LA HABRA PERRINO, Standard O-OWNER SINGLE 420000.00 418832.36
DRIVE HEIGHTS BESSIE OCCUPIED FAMILY
651267092 328 11TH MANHATTAN BURTON, Standard O-OWNER SINGLE 350000.00 348628.58
STREET BEACH JAMES OCCUPIED FAMILY
651267293 237 VIA LOS TORRANCE GIBBONS, Standard O-OWNER SINGLE 466400.00 465103.38
MIRADORES NICHOLAS OCCUPIED FAMILY
651267790 9441 RAVILLER DOWNEY NEGRETE, Standard O-OWNER SINGLE 420750.00 419875.61
DRIVE VICTOR OCCUPIED FAMILY
651268156 5300 FAIRVIEW BUENA VALERIO, Standard O-OWNER SINGLE 305000.00 303962.98
AVENUE PARK OSCAR OCCUPIED FAMILY
651268162 18350 SAN JOSE NORTHRIDGE WYENN, Standard O-OWNER SINGLE 275700.00 274040.60
STREET NEIL OCCUPIED FAMILY
651268169 28510 DRIVER AGOURA JABERI, Standard O-OWNER SINGLE 420000.00 418642.36
AVENUE HILLS MANSOUR OCCUPIED FAMILY
651269269 406 EAST FAR VISTA RIDGECREST MOWER, Standard O-OWNER SINGLE 295000.00 294159.05
AVENUE MICHAEL OCCUPIED FAMILY
651269889 8567 VINE VALLEY LOS GRAHAM, Standard O-OWNER SINGLE 264000.00 263102.41
DRIVE SUN ANGELES JAMES OCCUPIED FAMILY
VALL
651271408 3696 ZOLA SAN TAYLOR, Standard O-OWNER SINGLE 267000.00 266458.93
STREET DIEGO TISHA OCCUPIED FAMILY
651271568 2204 STEPHENS DUNWOODY BAGWELL, Standard O-OWNER SINGLE 376000.00 374928.12
WALK CHARLES OCCUPIED FAMILY
651271717 850 ALMENAR MILLBRAE THOMPSON, Standard O-OWNER SINGLE 436000.00 435456.11
AVENUE PETER OCCUPIED FAMILY
651271718 10400 CRAG CREST AUBURN VON KAHLE, Standard O-OWNER SINGLE 276000.00 275213.22
LANE JON OCCUPIED FAMILY
651275209 4256 CHRISTIAN SAN DINH, Standard O-OWNER SINGLE 520000.00 518250.42
DRIVE JOSE NGON OCCUPIED FAMILY
651275914 49 SHOWERS DRIVE MOUNTAIN WHITE, Standard S-SECOND CONDO 277000.00 276355.48
#H445 VIEW ANDRE HOME
651276051 57 ROLLING LAS FLORES WOODS, Standard O-OWNER SINGLE 394700.00 393107.17
RIDGE AREA JAMES OCCUPIED FAMILY
651276170 124 MADISON ENGLEWOOD CEASAR, Standard O-OWNER SINGLE 344000.00 342750.98
AVE JOSEPH OCCUPIED FAMILY
651276330 4220 BEAR GULCH TWIN HODGIN, Standard O-OWNER SINGLE 508000.00 506970.58
ROAD BRIDGES ROGER OCCUPIED FAMILY
651276355 2228 275TH CT ISSAQUAH NOVAK, Standard O-OWNER SINGLE 275000.00 274235.48
SE FRANK OCCUPIED FAMILY
651276393 2593 SUMTER HENDERSON NOVAK, Standard I-INVESTOR SINGLE 349500.00 348621.38
STREET FRANK FAMILY
651276610 1006 HIGHLAND LOS MATTULL, Standard O-OWNER SINGLE 380000.00 378916.75
AVENUE ANGELES CHRISTIE OCCUPIED FAMILY
651276657 11332 BELLADONNA SAN ZAWAIDEH, Standard O-OWNER SINGLE 307600.00 305457.44
WAY DIEGO ZAYED OCCUPIED FAMILY
651276689 11635 ALDERHILL SAN PADILLA, Standard O-OWNER SINGLE 385000.00 383691.00
TERRACE DIEGO REUBEN OCCUPIED FAMILY
651276695 9530 ESTATES GILROY SPANO, Standard O-OWNER SINGLE 620000.00 618276.36
DRIVE RICHARD OCCUPIED FAMILY
651276700 4695 HALAGA LA MERRILL, Standard O-OWNER SINGLE 240000.00 239749.34
CIRCLE VERNE GENEVIEVE OCCUPIED FAMILY
651276861 4 CARAWAY CLIFTON BOWMAN, Standard O-OWNER SINGLE 280000.00 279403.28
COURT PARK RICHARD OCCUPIED FAMILY
651277073 508 RUDDER CARLSBAD KEATING-HUDSON, Standard O-OWNER PUD 397000.00 395848.17
AVENUE DREW OCCUPIED
651277788 RR2 BOX HARVEYS WESLEY, Standard O-OWNER SINGLE 332000.00 328351.36
32 LAKE ANTHONY OCCUPIED FAMILY
651278024 351 MAINSAIL FOSTER RADOVANCEVICH, Standard O-OWNER SINGLE 496000.00 494586.07
COURT CITY MICHAEL OCCUPIED FAMILY
651278616 24991 BROOKTRAILS WILLITS MEHTLAN, Stated O-OWNER SINGLE 60000.00 59842.04
DRIVE ERIC Income OCCUPIED FAMILY
651279818 1001 WEST UPAS SAN COLLETTE, Standard O-OWNER SINGLE 380000.00 378943.58
STREET DIEGO WALTER OCCUPIED FAMILY
651280509 922 WEST ALPINE WAGNER, Standard O-OWNER SINGLE 519200.00 516022.91
PFEIFFERHORN KENNETH OCCUPIED FAMILY
DRIVE
651280865 51 IRVINE TRINH, Standard O-OWNER CONDO 284000.00 281675.40
EAGLECREEK HIEN OCCUPIED
651281290 10810 BUGGYWHIP SPRING VALLEY BOUGHNER, Stated O-OWNER SINGLE 152000.00 151646.33
DRIVE AREA JIM Income OCCUPIED FAMILY
651281388 1029 LAUREL FIG SIMI HUYNH, Standard O-OWNER SINGLE 290000.00 288997.56
DRIVE VALLEY TODD OCCUPIED FAMILY
651281489 13734 ALDERTON CERRITOS HOJO, Standard O-OWNER SINGLE 285000.00 283301.78
LANE LESTER OCCUPIED FAMILY
651281856 39413 NORTH SHORE FAWNSKIN HOLMES, Standard S-SECOND SINGLE 352000.00 350177.47
DRIVE RUSSELL HOME FAMILY
651282009 26069 SALINGER STEVENSON PISTERMAN, Standard O-OWNER SINGLE 260000.00 258669.25
LANE RANCH LUIS OCCUPIED FAMILY
651282398 8775 WHITEWICKER LAS HOOD, Standard O-OWNER SINGLE 256000.00 255170.22
DRIVE VEGAS MICHAEL OCCUPIED FAMILY
651282600 11271 NORMANTON SAN YUEN, Standard O-OWNER PUD 440000.00 439085.59
COURT DIEGO RAYMOND OCCUPIED
651282816 9840 ALDEA LOS LEVENBROWN, Stated O-OWNER SINGLE 260000.00 259277.16
AVENUE ANGELES ISAAC Income OCCUPIED FAMILY
651282912 32049 NORTH BIG CASTAIC RICKS, Standard O-OWNER PUD 287918.00 287212.83
OAK AREA RANDALL OCCUPIED
LANE
651282916 943 LINCOLN BLVD SANTA GREGORY, Stated O-OWNER CONDO 180000.00 179581.16
C MONICA MARC Income OCCUPIED
651283189 417 CLAREMONT WANG, Standard O-OWNER PUD 276800.00 276010.94
FORSYTH BALDWIN OCCUPIED
651283491 9035 ASHCROFT WEST HARPER, Standard O-OWNER SINGLE 365000.00 364222.14
AVENUE HOLLYWOOD BEN OCCUPIED FAMILY
651283541 1544 IRVING GLENDALE FRIMERSHTEIN, Standard O-OWNER SINGLE 332000.00 330702.29
AVENUE ALEKS OCCUPIED FAMILY
651283577 5092 BRIARHILL YORBA DEWITT, Standard O-OWNER SINGLE 284000.00 283210.48
DRIVE LINDA CHRISTIAN OCCUPIED FAMILY
651284421 5914 NORA LYNN LOS RADIN, Standard O-OWNER SINGLE 360000.00 358750.55
DRIVE ANGELES PHILIP OCCUPIED FAMILY
WOODLAND
651284528 2888 CARPENTERS DAVIDSVILLE HARRISON, Standard O-OWNER SINGLE 297000.00 296382.77
PARK NEAL OCCUPIED FAMILY
ROAD
651285672 9250 ELIZABETH LEONA CHISHOLM, Standard O-OWNER SINGLE 350000.00 349026.97
LAKE VALLEY DAVID OCCUPIED FAMILY
ROAD
651286156 16255 EL DORADO CHINO CRAWFORD, Standard O-OWNER SINGLE 260000.00 259277.16
COURT HILLS MITCHELL OCCUPIED FAMILY
651286249 60 GEORGETOWN WESTON LUSTBERG, Standard O-OWNER SINGLE 273000.00 272221.76
ROAD DAVID OCCUPIED FAMILY
651286530 2070 NORTH PASADENA KRAGELUND, Standard O-OWNER SINGLE 267200.00 266630.56
ALTADENA JOEY OCCUPIED FAMILY
DRIVE
651287409 8738 VILLANOVA LOS NGUYEN, Standard O-OWNER SINGLE 340000.00 339054.78
STREET ANGELES DINH OCCUPIED FAMILY
651288125 2416 MIKEMARY CASTRO CRAWFORD, Standard O-OWNER SINGLE 281000.00 280198.96
COURT VALLEY FRED OCCUPIED FAMILY
651288317 13355 CANYON RIDGE LOS CROWNINSHIELD, Standard O-OWNER SINGLE 279200.00 278604.98
LANE ANGELES DAVID OCCUPIED FAMILY
GRANADA
651288462 326 SAN ANTONIO ARCADIA REILLY, Standard O-OWNER SINGLE 325000.00 321952.63
ROAD RAYMOND OCCUPIED FAMILY
651288466 2320 HILLHURST LOS GETZ, Standard O-OWNER SINGLE 396000.00 394871.12
AVENUE ANGELES STANLEY OCCUPIED FAMILY
651288545 5712 SUNMIST YORBA MORRISSEY, Standard O-OWNER SINGLE 333000.00 332050.71
DRIVE LINDA JOHN OCCUPIED FAMILY
651288610 19358 EAST PACIFIC ROWLAND NAKANO, Standard O-OWNER PUD 306300.00 305426.82
OAKS HEIGHTS DARREN OCCUPIED
PLACE
651288883 768 BRIDGE CREEK SAN TEJWANI, Standard O-OWNER SINGLE 370400.00 369344.10
DRIVE RAMON LALL OCCUPIED FAMILY
651288933 1340 BRANDT HILLSBOROUGH LEVIN, Standard O-OWNER SINGLE 306500.00 305626.26
ROAD CHARLES OCCUPIED FAMILY
651288934 3447 OAK CLIFF FALLBROOK WOOD, Standard O-OWNER SINGLE 302000.00 301160.45
DRIVE AREA STEVEN OCCUPIED FAMILY
651288940 227 BARNARD VENTURA SMALL, Standard O-OWNER SINGLE 602000.00 600283.89
WAY SAMUEL OCCUPIED FAMILY
651289046 14 CRESTWOOD SAN QUINN, Standard O-OWNER SINGLE 365000.00 362404.15
DRIVE RAFAEL MICHAEL OCCUPIED FAMILY
651289137 313& 313 1/2 5TH HUNTINGTON TORRES, Standard O-OWNER 2-4 266200.00 265441.15
STREET BEACH JAMES OCCUPIED FAMILY
651289254 607 EAST GRINNELL BURBANK NG, Standard O-OWNER SINGLE 336000.00 335042.18
DRIVE HERBERT OCCUPIED FAMILY
651289274 298 WHITE HORSE PALM BACHMAN, Standard S-SECOND CONDO 334500.00 333546.46
TRAIL DESERT MARK HOME
651289295 12199 CLASSIC CORAL ABRAHAMSEN, Standard O-OWNER SINGLE 259300.00 258560.82
DRIVE SPRINGS KEITH OCCUPIED FAMILY
652000028 21051 ASHLEY LAKE LIOI, Standard O-OWNER SINGLE 360000.00 358973.76
LANE FOREST TYRREL OCCUPIED FAMILY
652000076 917 DUNE EL MC PHERSON, Standard O-OWNER SINGLE 324000.00 322354.14
STREET SEGUNDO DAVID OCCUPIED FAMILY
652000193 1106 QUINCY ALEXANDRIA FLICK, Standard O-OWNER SINGLE 289800.00 288994.32
STREET LAWRENCE OCCUPIED FAMILY
652000425 760 SEXTANT DRIVE SANIBEL SETTANNI, Standard O-OWNER CONDO 340000.00 339030.74
#942 THOMAS OCCUPIED
652000443 761 SOUTH FAIRWAY ANAHEIM BALASUBRAMANIAM,Standard O-OWNER PUD 360000.00 358973.76
LANE SUBRAMANIAM OCCUPIED
652000670 1751 CHARTWELL TRACY MILES, Standard O-OWNER SINGLE 272000.00 271224.60
LANE SIMON OCCUPIED FAMILY
652000706 2757 OLYMPIC VIEW CHINO WHITMAN, Standard O-OWNER SINGLE 302000.00 301139.09
DRIVE HILLS JOHN OCCUPIED FAMILY
652000749 3574 ROCKY RIDGE EL DORADO KRAMER, Standard O-OWNER SINGLE 300000.00 299144.80
WAY HILLS MICHAEL OCCUPIED FAMILY
652000820 6656 DARKWOOD RIVERSIDE STOCK, Standard O-OWNER SINGLE 256700.00 255968.20
DRIVE MICHAEL OCCUPIED FAMILY
652000870 1905 LOMBARDY SAN AICHROTH, Standard O-OWNER SINGLE 405000.00 403845.49
ROAD MARINO DENNIS OCCUPIED FAMILY
652000889 48 WILDWOOD ROCK BLACKWELL, Standard O-OWNER SINGLE 280000.00 279446.76
DRIVE ISLAND RODNEY OCCUPIED FAMILY
652001044 26527 TURNSTONE SANTA GARCIA, Standard O-OWNER SINGLE 336000.00 335042.18
COURT CLARITA FANNY OCCUPIED FAMILY
652001050 73 EL VIENTO PISMO REDD, Standard S-SECOND SINGLE 365600.00 364820.86
AVENUE BEACH BURTON HOME FAMILY
652001454 6543 NW 127 PARKLAND DAIDONE, Standard O-OWNER SINGLE 373400.00 371630.54
TERRRACE TERRENCE OCCUPIED FAMILY
652001511 5308 BRILEY BETHESDA CALDWELL, Standard O-OWNER SINGLE 329000.00 328085.38
PLACE NATHANIEL OCCUPIED FAMILY
652001603 148 TRINITY BRISBANE GREEN, Standard O-OWNER SINGLE 440000.00 438894.54
ROAD THOMAS OCCUPIED FAMILY
652001731 22700 HIGH TREE YORBA DREYER, Standard O-OWNER SINGLE 405000.00 403845.49
CIRCLE LINDA LEONARD OCCUPIED FAMILY
652001982 1675 HERON SUNNYVALE LING, Standard O-OWNER SINGLE 360000.00 358973.76
AVENUE MINGRUI OCCUPIED FAMILY
652002250 20772 RAINTREE TRABUCO CANYON DAS, Standard O-OWNER PUD 275000.00 274235.48
LANE AREA GAUTEM OCCUPIED
652002282 101 RUDGEAR WALNUT GIRI, Standard O-OWNER SINGLE 466000.00 464671.57
DRIVE CREEK DAVID OCCUPIED FAMILY
652002557 6 WEST GRIFFITH, Standard O-OWNER SINGLE 323730.00 323040.09
FINDLEY WINDSOR STEVE OCCUPIED FAMILY
652002800 1564 NORTH EUCLID UPLAND VANZANT, Standard O-OWNER SINGLE 280000.00 279432.58
AVENUE JIMMY OCCUPIED FAMILY
652002833 4802 CASTLEWOOD SAN WISHERD, Standard O-OWNER SINGLE 425000.00 424456.11
DRIVE JOSE CHRISTOPHER OCCUPIED FAMILY
652002917 2279 NEWHALL SANTA GARCIA, Standard O-OWNER SINGLE 264000.00 263437.40
STREET CLARA EDWARD OCCUPIED FAMILY
652003009 15941 WILLETT HUNTINGTON TESMER, Standard O-OWNER SINGLE 283500.00 282787.72
LANE BEACH BRANDON OCCUPIED FAMILY
652003403 2201 EUCALYPTUS ESCONDIDO MAGEE, Standard O-OWNER SINGLE 348000.00 347245.57
AVENUE COLLEEN OCCUPIED FAMILY
652003525 7596 ELLINGTON MENTOR CONCEL, Standard O-OWNER SINGLE 272000.00 271476.07
PLACE VINCENT OCCUPIED FAMILY
652003546 26045 MATLIN RAMONA SCHMIDT, Standard O-OWNER SINGLE 327000.00 326135.64
ROAD CAROL OCCUPIED FAMILY
652004150 278 GREENVIEW DALY GILBEAUX, Standard O-OWNER CONDO 292000.00 290936.57
DRIVE CITY MICHAEL OCCUPIED
652004383 1052 BAYVIEW HERMOSA DUNN, Standard O-OWNER CONDO 525000.00 523570.42
DRIVE BEACH ROBERT OCCUPIED
652004407 620 BAY BUSH RALEIGH KELLEY, Standard O-OWNER SINGLE 292500.00 291892.13
DRIVE DAVID OCCUPIED FAMILY
652004720 25691 HAMDEN LAGUNA WALLIS, Standard O-OWNER SINGLE 332000.00 331077.00
DRIVE NIGUEL DALE OCCUPIED FAMILY
652004781 9805 WEST AGUA PALER, Standard O-OWNER SINGLE 400000.00 399447.63
SWEETWATER DULCE RICK OCCUPIED FAMILY
DRIVE
652004832 1784 TROY OCEANSIDE VELAZQUEZ, Standard O-OWNER SINGLE 270000.00 268802.85
LANE SALVADOR OCCUPIED FAMILY
652004859 2943 BRENTWOOD WEST KASRAVI, Standard O-OWNER SINGLE 287500.00 286902.51
ROAD BLOOMFIELD KASRA OCCUPIED FAMILY
652004889 135 DELLA CAMPBELL PATEL, Standard O-OWNER PUD 380000.00 379210.28
COURT KAMAL OCCUPIED
652005414 2444 SODA CANYON NAPA HALLETT, Standard O-OWNER SINGLE 514000.00 512931.82
ROAD DAVID OCCUPIED FAMILY
652006210 1 KENMORE ORINDA BATA, Standard O-OWNER SINGLE 336000.00 335301.72
COURT AMER OCCUPIED FAMILY
652007190 27851 NORTH VALENCIA WARD, Standard O-OWNER SINGLE 281500.00 280717.38
BLOOMFIELD RITA OCCUPIED FAMILY
COURT
652007691 11675 CEBADA SAN WOODS, Standard O-OWNER SINGLE 270000.00 269286.28
COURT DIEGO CHESTER OCCUPIED FAMILY
652010000 12034 NAVY LOS MCNALL, Standard O-OWNER SINGLE 350000.00 349074.82
STREET ANGELES CAMERON OCCUPIED FAMILY
652010293 5 KINGS TAPPAN MATHEW, Standard O-OWNER SINGLE 279120.00 278539.38
ESTATES GEORGE OCCUPIED FAMILY
652010548 225 21ST HUNTINGTON CARBONE, Standard O-OWNER SINGLE 355000.00 354280.62
STREET BEACH GERALD OCCUPIED FAMILY
652010968 176 ROYCROFT LONG BARBA, Standard O-OWNER SINGLE 360000.00 357867.08
AVENUE BEACH DEANNE OCCUPIED FAMILY
652011273 2122 GROVE RICHMOND GRACA, Standard O-OWNER SINGLE 258400.00 257985.49
AVE STEPHEN OCCUPIED FAMILY
652011287 11994 ANGELLES SHREVEPORT CORCHIS, Standard O-OWNER SINGLE 283500.00 282864.84
COVE GEORGE OCCUPIED FAMILY
652012065 1541 ORANGEVIEW ENCINITAS WILSON, Standard O-OWNER SINGLE 280000.00 279446.76
DRIVE WILLIAM OCCUPIED FAMILY
652012360 11467 CYPRESS SAN SIRY, Standard S-SECOND SINGLE 300000.00 299376.55
WOODS DIEGO REZA HOME FAMILY
652012366 11 LAGUNA ORNBURG, Standard O-OWNER SINGLE 346400.00 345732.76
DOHENY NIGUEL BLAINE OCCUPIED FAMILY
652012743 4545 SANBLAS WOODLAND WAREING, Standard O-OWNER SINGLE 292000.00 291408.28
AVENUE HILLS WILLIAM OCCUPIED FAMILY
652014046 36 PERALTA LOS GRAHAM, Standard O-OWNER SINGLE 584000.00 582786.34
AVENUE GATOS DOUGLAS OCCUPIED FAMILY
652014053 11020 ELDORA SUNLAND SCHWARTZ, Standard O-OWNER SINGLE 300000.00 299504.69
PLACE MARK OCCUPIED FAMILY
652014140 251 MIDDLEFIELD SAN YEE, Standard O-OWNER SINGLE 360000.00 359232.80
DRIVE FRANCISCO TYSON OCCUPIED FAMILY
652014389 15 CAELUM COTO DE LA, Standard O-OWNER SINGLE 388250.00 387401.62
COURT CAZA VIET OCCUPIED FAMILY
652014455 1455 GRANADA SAN CHEN, Standard O-OWNER SINGLE 500000.00 498960.91
AVENUE MARINO HONG-XI OCCUPIED FAMILY
652014740 615 EAST ORLANDO STONE, Standard O-OWNER SINGLE 372500.00 372058.56
LIVINGSTON WADE OCCUPIED FAMILY
STREET
652014766 20402 BAYVIEW COUNTY OF CHAPIN, Standard O-OWNER SINGLE 360000.00 359770.44
AVENUE ORANGE STEVEN OCCUPIED FAMILY
652014840 1035 DIAMOND HEAD PALM BEACH ACKERMAN, Stated S-SECOND SINGLE 157000.00 156191.46
WAY GARDENS ARNOLD Income HOME FAMILY
652015199 15 BEXLEY SPRINGFIELD RYU, Standard O-OWNER SINGLE 326250.00 325551.17
AVENUE DAVID OCCUPIED FAMILY
652015620 32 ESTRADA SANTA SHACKELFORD, Standard O-OWNER SINGLE 510000.00 508940.12
CALABASA FE JOHN OCCUPIED FAMILY
652016381 2547 HUERTO SAN CHAU, Standard O-OWNER SINGLE 336000.00 335301.72
COURT JOSE LUKE OCCUPIED FAMILY
652016406 5402 GERRY CRYSTAL FLACK, Standard O-OWNER SINGLE 338600.00 337039.02
LANE LAKE JEFFREY OCCUPIED FAMILY
652017020 365 KINGS BRISBANE PALAMAR, Standard O-OWNER SINGLE 360000.00 359318.60
ROAD TIMOTHY OCCUPIED FAMILY
652017163 9 IRVINE PARKER, Standard O-OWNER SINGLE 440000.00 439085.59
TROVITA WILLIAM OCCUPIED FAMILY
652017170 17390 SUMMER OAK YORBA REAL, Standard O-OWNER SINGLE 330000.00 329364.36
PLACE LINDA MIGUEL OCCUPIED FAMILY
652017243 2970 ROMA SANTA OELKE, Standard O-OWNER SINGLE 252700.00 252336.52
COURT CLARA THOMAS OCCUPIED FAMILY
652017534 16 IRVINE PACKER, Standard O-OWNER SINGLE 387000.00 386152.79
RAINSTAR JEROME OCCUPIED FAMILY
652017606 318 CASELLI SAN SMITH, Standard O-OWNER SINGLE 525000.00 523988.76
AVENUE FRANCISCO THOMAS OCCUPIED FAMILY
652018155 28 PLEASANTON LANE ORANGE KRAMER, Standard O-OWNER SINGLE 350000.00 347462.80
LADERA COUNTY ALAN OCCUPIED FAMILY
RAN
652018267 425 ZAMORA SOUTH SAN YEE, Standard O-OWNER SINGLE 335000.00 334780.86
DRIVE FRANCISCO CONNIE OCCUPIED FAMILY
652018374 70 COLORADOS MILLBRAE MERMELSTEIN, Standard O-OWNER SINGLE 588000.00 586778.03
DRIVE LEE OCCUPIED FAMILY
652018422 5222 RAMSGATE NEWARK CELESTIAL, Standard O-OWNER SINGLE 376000.00 375480.76
DRIVE ALICE OCCUPIED FAMILY
652018734 20755 MONTE SUNSET SAN BIERY, Standard O-OWNER SINGLE 750000.00 748480.20
DRIVE JOSE PAUL OCCUPIED FAMILY
652018745 4289 JASMINE CULVER MOSS, Standard O-OWNER SINGLE 301600.00 301193.07
AVENUE CITY AARON OCCUPIED FAMILY
652018786 2122 CENTURY PARK LOS ROOYANI, Standard O-OWNER CONDO 315000.00 314553.91
LANE ANGELES RODIN OCCUPIED
302
652019262 19183 US HIGHWAY BLAINE YOUNG, Standard O-OWNER SINGLE 550000.00 548913.33
20 COUNTY JACK OCCUPIED FAMILY
652019313 17351 SW 52ND FORT MODRICH, Standard O-OWNER SINGLE 360000.00 359502.87
COURT LAUDERDALE MARK OCCUPIED FAMILY
652019629 5060 STONE OAK JACKSON WEISHAUPT, Standard O-OWNER SINGLE 600000.00 598844.29
DRIVE JAMES OCCUPIED FAMILY
652020741 230 BENEVENTE OCEANSIDE MCCRARY, Standard O-OWNER PUD 290000.00 289599.53
DRIVE PATRICK OCCUPIED
652020800 17225 EVERGREEN RENO XU, Standard O-OWNER SINGLE 288000.00 287430.96
HILLS ZAICHAO OCCUPIED FAMILY
652020830 5165 LOUISIANA SANTA BRITTAIN, Standard O-OWNER SINGLE 449000.00 448335.23
PLACE BARBARA DONALD OCCUPIED FAMILY
652020842 17388 WALNUT GROVE MORGAN TANG, Standard O-OWNER SINGLE 260000.00 259511.79
DRIVE HILL JOE OCCUPIED FAMILY
652021281 6 GILDER NORTHPORT LLANO, Standard O-OWNER SINGLE 350000.00 349787.97
COURT JOHN OCCUPIED FAMILY
652022016 1105 HEATHERTON NAPERVILLE EIKEN, Standard O-OWNER SINGLE 409950.00 409031.56
DRIVE RONALD OCCUPIED FAMILY
652022256 1006 AVENUE REDONDO HUYNH, Standard O-OWNER SINGLE 599000.00 598172.83
A BEACH PHU OCCUPIED FAMILY
652022572 161 WOOD RUTHERFORD DACANAY, Standard O-OWNER SINGLE 260000.00 259821.06
ST JEAN-MARIJK OCCUPIED FAMILY
652022968 1923 EMMA LEE LN HANFORD SLANAKER, Stated O-OWNER CONDO 68000.00 67932.82
CONDO DANIEL Income OCCUPIED
E
652023029 3335 PEARL SIMI SCHAEFER, Standard O-OWNER SINGLE 268000.00 267470.48
CIRCLE VALLEY DEAN OCCUPIED FAMILY
652023103 1692 TWILIGHT WESTLAKE MONBLATT, Standard O-OWNER SINGLE 620000.00 619206.56
RIDGE VILLAGE BARRY OCCUPIED FAMILY
CIRCLE
652023247 3406 STONE VALLEY ALAMO MAHONEY, Standard O-OWNER SINGLE 350000.00 349516.67
ROAD DANIEL OCCUPIED FAMILY
652023407 600 HARBOUR BLVD WEEHAWKEN FERNANDEZ, Standard O-OWNER CONDO 325000.00 325000.00
UNIT OMAR OCCUPIED
1016
652023467 11 STIMPSON MIDDLETOWN KOWALCZUK, Standard O-OWNER SINGLE 322400.00 321954.78
ST GEORGE OCCUPIED FAMILY
652023471 1100 RAVENNA COLLIERVILLE BOGEMA, Standard O-OWNER PUD 297200.00 296582.36
COVE STUART OCCUPIED
652023493 5142 ENCINO ENCINO RABSKA, Standard O-OWNER SINGLE 379000.00 378461.92
AV DON OCCUPIED FAMILY
652023623 2 KENT FALLS SAN SUAREZ, Standard O-OWNER SINGLE 270000.00 269409.99
STREET ANTONIO ARNULFO OCCUPIED FAMILY
652023753 4507 MOUNTAINGATE ROCKLIN CAYWOOD, Standard O-OWNER SINGLE 294000.00 293594.01
DRIVE TIMOTHY OCCUPIED FAMILY
652024044 99 EAST CRESCENT SAN DRAKE, Standard O-OWNER SINGLE 356500.00 355763.94
DRIVE RAFAEL GORDON OCCUPIED FAMILY
652024078 3801 MAINSAIL WESTLAKE ROBINSON, Standard O-OWNER SINGLE 365600.00 365132.12
CIRCLE VILLAGE WILLIAM OCCUPIED FAMILY
652024840 1691 BELLSHIRE THOUSAND FERMAN, Standard O-OWNER SINGLE 400000.00 399447.63
COURT WESTLAKE OAKS GILBERT OCCUPIED FAMILY
V
652026331 2531 ALISTER TUSTIN KNUDSEN, Standard O-OWNER CONDO 320000.00 319568.26
AVENUE DENNIS OCCUPIED
652026371 2315 WELLINGTON SANTA SCHMIDT, Standard O-OWNER SINGLE 335000.00 334525.57
AVENUE BARBARA RYAN OCCUPIED FAMILY
652026378 1378 EVAH WEST WALLER, Standard O-OWNER SINGLE 342000.00 341584.15
LANE LINN ERIC OCCUPIED FAMILY
652026743 519 BRANCHVILLE RIDGEFIELD KENNEDY, Standard O-OWNER SINGLE 600000.00 599636.51
ROAD KATHLEEN OCCUPIED FAMILY
652026936 34224 TUPELO FREMONT RADU, Standard O-OWNER PUD 304000.00 303177.18
STREET SERGIU OCCUPIED
652027760 2402 CRYSTAL SANTA CLARK, Standard O-OWNER SINGLE 308000.00 307391.45
DRIVE CLARA GLENDA OCCUPIED FAMILY
652028069 21631 HONEYSUCKLE TRABUCO MILLER, Stated O-OWNER SINGLE 382000.00 381632.53
STREET CANYON MICHAEL Income OCCUPIED FAMILY
652028673 27931 MISSION GORDON, Standard O-OWNER PUD 260000.00 259202.74
SHEFFIELD VIEJO FRANK OCCUPIED
652028710 17206 AVENIDA DE LOS KAPLAN, Standard O-OWNER SINGLE 600000.00 599150.31
LA ANGELES MARTIN OCCUPIED FAMILY
HERRADURA
652029303 23472 DORIELLE LAGUNA BAREN, Standard O-OWNER SINGLE 567200.00 566847.45
COURT NIGUEL DANIEL OCCUPIED FAMILY
652029493 2021 LA MESA SANTA BARTLETT, Standard O-OWNER SINGLE 350000.00 348820.44
DRIVE MONICA PARKER OCCUPIED FAMILY
652029606 26812 CALLE MISSION CARBALLO, Standard O-OWNER SINGLE 264000.00 263263.02
MARIA VIEJO MILTON OCCUPIED FAMILY
652029626 111-10 75TH FOREST TALERO, Standard O-OWNER SINGLE 269500.00 269344.94
ROAD HILLS ALBERT OCCUPIED FAMILY
652030426 32141 MILL STREAM ORANGE MARK, Standard O-OWNER PUD 335000.00 334354.72
ROAD COUNTY SHARI OCCUPIED
TRABUCO
652030716 7640 FOREST GLEN KINGS QUAKENBUSH, Standard S-SECOND PUD 275000.00 274628.97
DRIVE BEACH CHRISTINA HOME
652032212 2127 VINA DEL OXNARD LOTZ, Standard O-OWNER CONDO 348000.00 347531.42
MAR PAUL OCCUPIED
652032578 1478 GLEN PINES CHINO GONZALEZ, Standard O-OWNER SINGLE 320000.00 319568.26
COURT HILLS MARCO OCCUPIED FAMILY
652032744 638 SERRANO CHULA HALL, Standard O-OWNER SINGLE 288000.00 287531.31
LANE VISTA KENNETH OCCUPIED FAMILY
652032937 242-244 SOUTH LOS EISENBERG, Standard O-OWNER 2-4 396000.00 395465.73
DETROIT ANGELES MICHAEL OCCUPIED FAMILY
STREET
652033080 188-17 RIO HOLLISWOOD CAVOUNIS, Standard O-OWNER SINGLE 360000.00 359514.29
DRIVE MICHAEL OCCUPIED FAMILY
652033120 8441 VELVET HUNTINGTON KNOX, Standard O-OWNER SINGLE 320000.00 319784.85
CIRCLE BEACH DON OCCUPIED FAMILY
652033169 3735 LAUREL CANYON STUDIO CITY RIKER, Standard O-OWNER SINGLE 304000.00 303589.84
BOULEVARD AREA VAN OCCUPIED FAMILY
652033340 7886 PEMBRIDGE MANASSAS SYLVESTER, Standard O-OWNER SINGLE 269540.00 269176.33
ROAD WILLIAM OCCUPIED FAMILY
652033638 15542 CORNUTA BELLFLOWER ENGELBACH, Standard O-OWNER SINGLE 282950.00 282366.92
AVE JEAN OCCUPIED FAMILY
652033876 2001 MIRAMAR NEWPORT FIGGE, Standard O-OWNER SINGLE 393750.00 393218.76
DRIVE BEACH SCOTT OCCUPIED FAMILY
652033890 6122 AMBERDALE YORBA ZEBROWSKI, Standard O-OWNER SINGLE 280000.00 279622.23
DRIVE LINDA DANIEL OCCUPIED FAMILY
652033965 234 MYRTLE STREET SAN BELL, Standard O-OWNER CONDO 256000.00 255654.60
UNIT FRANCISCO ROBERT OCCUPIED
234
652034067 1205 GLACIER PACIFICA ISAAC, Standard O-OWNER SINGLE 259000.00 258650.56
AVENUE DARRYLE OCCUPIED FAMILY
652034088 22482 PRINCETON CASTRO YAO, Standard O-OWNER SINGLE 335900.00 335446.80
PLACE VALLEY CHUNLI OCCUPIED FAMILY
652034193 1244 HAMPTON FULLERTON GIALAMAS, Standard O-OWNER PUD 381100.00 380585.81
COURT DEAN OCCUPIED
652034440 927 SUPERBA AVENUE LOS BENEDICT, Standard O-OWNER SINGLE 440000.00 439465.01
VENICE ANGELES PHILLIP OCCUPIED FAMILY
ARE
652034578 9 IRVINE SHATTUCK, Standard O-OWNER SINGLE 443700.00 443117.55
PLUMBAGO JEFFREY OCCUPIED FAMILY
652034619 4768 VALLE VERDE LA SAUNDERS, Standard O-OWNER SINGLE 284100.00 283670.33
COURT VERNE DONALD OCCUPIED FAMILY
652034861 3626 DESOTO SANTA VINCENT, Standard O-OWNER SINGLE 336000.00 335570.01
AVENUE CLARA SHANE OCCUPIED FAMILY
652035536 765 BROOKS BRENTWOOD GREER, Standard O-OWNER SINGLE 290000.00 289628.87
STREET JAMES OCCUPIED FAMILY
652037627 22221 MISTON WOODLAND EPSTEIN, Standard O-OWNER SINGLE 280000.00 279641.67
DRIVE HILLS ZINAIDA OCCUPIED FAMILY
652038118 1221 WEST STATE MARSHFIELD SPIETH, Standard O-OWNER SINGLE 337500.00 336902.48
STREET MICHAEL OCCUPIED FAMILY
652040368 157 BEVERLY SAN KIM, Standard O-OWNER SINGLE 475000.00 474704.75
DRIVE CARLOS CHARLOTTE OCCUPIED FAMILY
652040981 1833 JOCO MONETA WILCOX, Standard O-OWNER SINGLE 293250.00 293250.00
LANE DIANNE OCCUPIED FAMILY
652041523 524 CALLE REDONDO NIEUWSMA, Standard O-OWNER SINGLE 471200.00 470899.53
MAYOR BEACH DANIEL OCCUPIED FAMILY
652041615 5417 VENTURA LOS PIOTRASZEWSKI, Standard O-OWNER SINGLE 320000.00 319630.42
CANYON AVENUE ANGELES NOEMI OCCUPIED FAMILY
SHER
652041797 51 FALMOUTH BLUFFTON BRADBERRY, Stated O-OWNER SINGLE 156000.00 156000.00
WAY LINDA Income OCCUPIED FAMILY
652042913 13582 MARTINIQUE CHINO GOLDSBERRY, Standard O-OWNER SINGLE 284000.00 283827.95
DRIVE HILLS DONALD OCCUPIED FAMILY
652042964 516 N ELENA REDONDO MITCHELL, Standard O-OWNER CONDO 300000.00 299653.52
AVENUE BEACH WILLIAM OCCUPIED
652044845 5360 VIA YORBA CONWAY, Standard O-OWNER PUD 375200.00 374966.78
SEVILLA LINDA RONALD OCCUPIED
652047067 1215 SOUTH SILVER ANAHEIM RAHMAN, Standard O-OWNER SINGLE 269100.00 268936.97
STAR TAREQ OCCUPIED FAMILY
WAY
652048417 5700 ABBOTT ANCHORAGE MILNE, Standard O-OWNER SINGLE 332000.00 331798.87
ROAD ROBB OCCUPIED FAMILY
652063935 103 QUAIL RUN BATESVILLE STONE, Standard O-OWNER SINGLE 300000.00 300000.00
ROAD GLEN OCCUPIED FAMILY
</TABLE>
<TABLE>
LOAN_ID CURRENT_GROSS_COUPON LOAN_TO_VALUE STATE ZIP_CODE BUYDOWN NOTE_DATE FIRST_PAY_DATE PAYMENT PAID_TO
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
120049309 8.000 54.17 MO 64029 N 19991123 20000101 4769.47 20000301
120384904 7.750 80.00 CA 95340 N 19990423 20000301 1961.43 20000301
120731500 8.625 76.35 CO 80482 N 20000314 20000501 3111.16 20000401
121041701 8.250 69.98 NJ 8876 N 20000310 20000501 3693.98 20000401
121331706 8.000 79.98 PA 18966 N 20000106 20000301 3012.84 20000301
121606107 8.500 80.00 NY 11702 N 19991215 20000201 4921.05 20000401
121865109 7.625 93.95 MD 21222 N 20000203 20000401 2460.30 20000301
121931208 7.125 72.50 OH 44256 N 19991101 20000101 1953.79 20000301
122271802 7.875 79.94 PA 18901 N 19991229 20000201 2229.59 20000301
122447204 7.750 78.85 MI 48170 N 20000110 20000301 2292.52 20000301
122494008 7.500 79.89 MD 20707 Y 20000114 20000301 2103.24 20000301
122585904 7.750 74.99 CA 93546 N 19991028 19991201 3959.26 20000301
122601107 8.500 80.00 MI 48170 N 19991112 20000101 2726.19 20000301
122668304 8.125 80.00 PA 19002 N 19991123 20000101 3553.60 20000301
122694201 8.000 79.99 MI 48044 N 19991215 20000201 2055.65 20000301
122703804 8.000 59.63 MN 55305 N 19991230 20000201 4769.47 20000301
122929003 7.500 80.00 NY 11021 N 19991129 20000101 3496.08 20000301
122950900 8.125 84.69 FL 32836 N 19991130 20000101 3024.20 20000401
123143406 8.500 85.00 CA 93546 N 19991029 19991201 2077.61 20000301
123162901 7.750 94.99 NY 14586 N 19991025 19991201 2002.74 20000401
123248106 8.750 79.99 IN 46902 N 19991213 20000201 2201.19 20000401
123661704 7.750 51.45 CA 95135 N 20000105 20000301 2274.28 20000301
123763104 8.750 80.00 PA 18078 N 20000112 20000301 2100.50 20000401
124617903 7.875 94.98 VA 23060 N 20000128 20000301 1897.87 20000301
124851700 7.750 76.92 NY 11743 N 19991112 20000101 2149.24 20000301
124979808 8.500 70.00 IL 60068 N 19991130 20000101 3094.88 20000301
125029009 7.875 26.25 MD 21601 N 19991118 20000101 3806.62 20000401
125114009 8.000 58.06 NJ 7417 N 19991124 20000101 6603.89 20000401
125154401 8.875 95.00 HI 96734 N 19991104 19991201 2449.00 20000301
125168401 8.375 79.99 PA 19446 N 20000114 20000301 2536.75 20000401
125174508 8.375 79.80 PA 19342 N 20000128 20000301 2274.14 20000401
125450304 8.625 80.00 VA 22911 N 19991118 20000101 2009.81 20000301
125555508 8.000 70.80 MA 2452 N 20000204 20000401 2935.06 20000501
125682708 8.125 64.89 NJ 7059 N 19991123 20000101 2264.62 20000301
125783100 8.000 50.86 MI 49770 N 20000120 20000301 2612.21 20000401
125804401 8.000 69.44 NY 10016 N 19991210 20000201 1467.53 20000401
125825109 8.875 79.64 MI 48837 N 19991223 20000201 3023.46 20000401
125850107 8.250 80.00 VA 22947 N 20000128 20000301 3497.90 20000401
126016906 8.500 78.83 MI 48114 N 20000218 20000401 2076.07 20000301
126096601 8.500 75.00 CA 94558 N 19991022 19991201 2076.07 20000401
126112002 8.000 32.00 NY 10504 N 19991206 20000201 2935.06 20000301
126179506 8.375 85.00 NV 89134 N 20000121 20000301 3230.31 20000301
126252709 8.250 60.80 MI 48167 N 19991105 20000101 2297.00 20000301
126316405 8.375 90.00 MA 1915 N 19991104 20000101 2360.03 20000301
126344506 7.875 79.93 MI 48170 N 19991110 20000101 2157.81 20000301
126347004 7.500 92.85 WA 98012 N 19991025 19991201 1751.19 20000301
126349000 7.750 70.00 TX 77024 N 19991115 20000101 5917.57 20000301
126400803 7.875 79.73 CA 91011 N 19991214 20000201 4219.91 20000301
126420306 7.875 90.00 KS 66223 N 19991104 20000101 2137.15 20000401
126500305 8.125 50.31 MA 2116 N 19991108 20000101 2969.99 20000301
126504000 7.750 70.59 CT 6417 N 19991119 20000101 2149.24 20000301
126561307 8.500 80.00 WA 98006 N 19991028 19991201 2349.80 20000301
126570506 7.500 80.00 TX 75225 N 19991115 20000101 2069.68 20000301
126597707 7.500 89.27 TX 75077 N 19991027 19991201 2237.49 20000301
126616002 8.500 79.99 IL 60030 N 20000316 20000501 2445.15 20000401
126626407 7.625 73.99 CA 91745 N 19991208 20000201 1937.59 20000301
126675909 8.000 79.99 CO 80128 N 19991201 20000201 2072.16 20000401
126676600 7.750 80.00 CA 92887 N 19991028 19991201 4298.48 20000301
126693704 7.625 79.99 CA 92131 N 19991029 19991201 1890.52 20000401
126718907 7.875 62.50 VT 5446 N 19991115 20000101 2175.21 20000301
126746007 7.500 89.89 AZ 85268 N 19991210 20000201 2733.93 20000401
126789106 8.250 89.95 CA 91206 N 19991014 19991201 2365.18 20000301
126794601 8.000 79.99 TX 77068 N 19991117 20000101 2243.49 20000401
126811108 8.375 68.26 CA 94550 N 19991221 20000201 2151.01 20000301
126821305 8.125 68.61 MI 48098 N 19991119 20000101 2672.99 20000301
126826502 7.500 84.13 IN 46033 N 19991103 20000101 1852.92 20000401
126832609 8.000 70.76 CA 94044 N 19991104 20000101 2180.75 20000301
126834001 7.875 64.49 IL 60305 N 19991210 20000201 3081.55 20000401
126877901 7.750 90.00 NJ 7401 N 19991203 20000201 2482.37 20000401
126879501 7.500 92.24 CT 6776 N 19991101 20000101 1902.57 20000301
126913607 8.125 68.96 CA 90065 N 19991124 20000101 2416.83 20000301
126919802 7.625 80.00 CA 92692 N 19991117 20000101 2095.07 20000301
126921303 7.750 80.00 SC 29626 N 19991117 20000101 2246.67 20000301
126935204 8.875 80.00 CT 6407 N 20000128 20000301 2546.07 20000301
126960202 7.500 75.00 MA 1749 N 19991115 20000101 2296.92 20000301
126966803 7.500 80.00 FL 33444 N 19991203 20000101 2153.59 20000301
126981307 8.125 80.00 CA 94596 N 19991109 19991201 4098.59 20000301
126995000 8.375 77.65 IN 46032 N 20000126 20000301 2537.89 20000301
126998004 8.250 80.00 MA 1936 N 20000107 20000301 2854.82 20000401
127025302 7.375 70.26 PA 19103 N 19991112 20000101 4489.05 20000301
127042208 7.750 90.00 NC 27513 N 19991029 19991201 1892.41 20000301
127051704 7.625 94.99 MA 2766 N 19991122 20000101 1993.51 20000301
127059608 8.125 66.67 NH 3862 N 19991227 20000201 3712.49 20000301
127066603 7.250 80.00 MI 48439 N 19991111 20000101 1773.66 20000301
127099000 7.375 80.00 NJ 7452 N 19991203 20000201 1933.90 20000301
127119105 8.500 80.00 CA 92270 N 19991030 19991201 2152.96 20000401
127177509 7.750 77.70 OR 97034 N 20000103 20000301 3094.91 20000301
127190908 8.625 80.00 MI 48430 N 19991112 20000101 2302.26 20000301
127199404 8.250 80.00 PA 19438 N 19991118 20000101 2404.06 20000301
127224509 7.875 79.99 CA 93117 N 19991230 20000201 3425.96 20000301
127233609 7.625 70.00 CA 92648 N 19991118 20000101 2951.86 20000301
127238202 8.000 80.00 NH 3842 N 19991130 20000101 3105.30 20000301
127265106 7.250 66.08 NJ 7481 N 20000204 20000401 3410.89 20000301
127271302 8.625 79.99 CA 91710 N 20000127 20000301 2363.32 20000401
127289700 8.125 53.29 CA 94595 N 19991123 20000101 2227.50 20000301
127291508 8.000 79.48 MI 48170 N 19991220 20000201 3399.10 20000401
127291904 7.750 90.00 FL 33026 N 19991216 20000201 2837.00 20000301
127308302 8.125 76.53 FL 33418 N 19991119 20000101 5568.73 20000301
127308807 8.125 77.38 MI 48114 N 19991222 20000201 2079.00 20000301
127310209 8.000 70.00 TX 77019 N 19991124 20000101 3698.18 20000401
127318400 7.875 79.98 CA 95023 N 19991122 20000101 2618.96 20000301
127322402 7.875 74.98 PA 18944 N 19991130 20000101 755.16 20000301
127327104 7.750 80.00 PA 19087 N 19991215 20000201 2091.93 20000301
127338200 7.625 80.00 TX 75070 N 20000223 20000401 2649.98 20000401
127348902 8.250 80.00 NH 3833 N 19991130 20000101 2554.31 20000301
127371607 8.875 60.00 NY 11746 N 19991229 20000201 2386.94 20000301
127387009 8.250 90.00 CA 94903 N 19991115 20000101 2772.18 20000301
127403004 8.500 74.90 MN 55070 N 19991203 20000101 2879.59 20000301
127423002 8.500 80.00 FL 34689 N 19991119 20000101 2583.55 20000301
127429801 8.500 80.00 FL 33071 N 20000121 20000301 4244.41 20000401
127431500 8.125 75.00 CA 93546 N 19991105 19991201 3368.34 20000301
127440006 7.875 65.00 MS 39531 N 19991110 20000101 4712.96 20000301
127482206 7.750 75.00 VA 22947 N 19991206 20000201 3218.49 20000301
127485209 8.000 80.00 PA 19103 N 20000107 20000301 2553.51 20000301
127495802 8.125 71.83 CO 80498 N 19991116 20000101 1893.37 20000301
127496701 8.500 90.00 MA 1915 N 20000214 20000401 2421.31 20000401
127507002 7.500 80.00 PA 19017 N 19991228 20000201 3328.27 20000301
127526507 7.750 79.99 NJ 8876 N 19991206 20000201 1832.59 20000401
127549202 7.875 90.00 IN 46033 N 19991124 20000101 2414.49 20000301
127552008 8.125 90.00 DC 20007 N 19991130 20000101 2967.02 20000401
127555100 8.250 90.00 PA 19610 N 19991129 20000101 3718.77 20000301
127590305 8.000 91.40 CA 91506 N 19991123 20000101 1988.51 20000301
127615201 8.000 80.00 NJ 8402 N 20000110 20000301 2905.71 20000301
127615300 8.250 76.54 NJ 8402 N 20000224 20000401 2328.93 20000301
127645208 8.250 90.00 FL 33328 N 19991130 20000101 2366.49 20000301
127646404 7.250 80.00 MI 48306 N 19991119 20000101 3165.30 20000401
127654903 8.000 80.00 PA 19438 N 19991221 20000201 2472.47 20000301
127666006 8.000 80.00 CA 94587 N 19991216 20000201 2107.38 20000301
127669406 7.750 90.00 CA 91354 N 19991201 20000201 2192.23 20000401
127673903 7.625 78.46 NJ 7830 Y 19991129 20000101 2887.80 20000301
127687507 8.500 75.00 MA 2127 N 20000128 20000301 2162.57 20000301
161041702 8.625 77.78 PA 18921 N 19991123 20000101 2029.65 20000301
161514500 8.500 79.93 NY 11758 N 19981222 19991101 3602.58 20000301
162517908 7.875 79.74 CA 91741 N 19981216 19991201 4323.06 20000401
163081102 7.875 78.26 LA 70005 N 19981218 19991201 3286.11 20000401
164580300 7.750 79.99 VA 23024 N 19990331 20000301 2320.49 20000301
165101809 8.750 63.77 CA 95126 N 19990104 19990201 3480.04 20000401
165218108 7.875 55.44 TX 77005 N 19990104 20000201 1973.12 20000301
165389800 7.625 64.99 FL 32082 N 19981228 20000301 4602.48 20000301
165832502 8.375 76.84 CO 80482 N 20000202 20000401 2218.66 20000301
166450601 7.875 80.00 IN 46256 N 19991129 20000101 3711.27 20000301
167289107 8.875 79.99 FL 33446 N 20000114 20000301 4134.97 20000301
167296904 8.625 76.83 CO 80482 N 20000217 20000401 2255.91 20000401
167600501 8.250 75.00 AZ 85621 N 19991210 20000201 2253.80 20000401
167757905 8.625 90.00 NJ 8510 N 19991029 19991201 2555.04 20000301
168396307 7.875 75.00 MA 1545 N 19991206 20000201 2160.23 20000401
168439602 7.500 78.05 NV 89012 N 19990625 19990801 2796.86 20000301
168929305 8.750 75.00 MT 59937 N 19990409 20000201 4950.00 20000301
169200300 8.000 72.95 PA 19002 N 19991124 20000101 2017.86 20000301
169245008 8.250 68.97 CO 80525 N 19991108 20000101 3005.07 20000301
495611006 8.000 95.00 FL 33478 N 19991115 20000101 2084.26 20000301
496140005 9.000 71.59 CO 80234 N 19981030 20000201 3251.44 20000301
497537506 8.375 69.57 CA 95070 N 19981002 20000101 6132.26 20000301
499927804 7.250 91.18 TX 76108 N 19981204 19991101 2628.22 20000301
500007000 7.750 74.95 CA 94546 N 19991203 20000201 2442.97 20000301
500009600 8.500 65.00 NY 11050 N 20000128 20000301 6047.51 20000301
500010905 7.875 90.00 MA 1960 N 19991215 20000201 2479.74 20000401
500016209 8.125 65.00 GA 30097 N 19991129 20000101 4825.49 20000301
500049408 7.750 80.00 TN 37206 N 19991206 20000101 1919.99 20000301
500061007 7.500 80.00 GA 30076 N 19991117 20000101 1995.21 20000401
500073606 7.875 70.00 CA 95139 N 19991210 20000201 1928.69 20000301
500075700 8.000 48.12 CO 80442 N 19991213 20000101 2531.49 20000301
500078308 7.750 80.00 CO 80477 N 19991201 20000201 2848.46 20000301
500087002 7.750 80.00 UT 84108 N 19991217 20000201 2309.72 20000301
500095500 9.250 65.00 NY 11937 N 20000114 20000301 4545.29 20000301
500099007 8.125 78.46 CA 92037 N 20000105 20000301 3786.74 20000301
500317607 7.375 90.00 AZ 85259 N 19991214 20000201 2735.08 20000301
500329701 8.375 73.92 NJ 7732 N 19991222 20000201 4298.21 20000401
500335609 8.000 88.25 TX 76065 N 20000225 20000401 3885.29 20000301
500342209 7.375 80.00 CA 90717 N 19991210 20000201 2514.06 20000301
500350707 7.625 89.95 MI 48098 N 19991210 20000201 2406.50 20000301
500365200 7.250 39.02 TX 77056 N 19991203 20000201 2728.71 20000301
500369202 7.875 80.00 CA 92602 N 19991130 20000101 2184.46 20000301
500375803 8.625 80.00 WY 83001 N 20000207 20000401 2607.16 20000301
500381504 7.750 68.02 CA 92028 N 19991130 20000101 2041.78 20000301
500384409 8.625 66.39 FL 33071 N 20000131 20000301 2504.49 20000401
500388202 7.875 53.19 FL 33062 N 19991215 20000201 3625.35 20000301
500388301 7.875 60.79 MA 2155 N 19991215 20000201 2175.21 20000401
500396700 8.125 90.00 NJ 8520 N 19991214 20000201 1887.80 20000301
500400205 7.875 89.99 VA 22308 N 19991210 20000201 2609.89 20000401
500417308 7.625 80.00 CA 94501 N 19991129 20000101 2689.62 20000401
500417803 8.250 95.00 CA 95125 N 20000107 20000301 2069.74 20000301
500438007 8.000 80.00 MA 2492 N 20000110 20000301 2531.49 20000301
500440706 7.750 80.00 NE 68130 N 20000103 20000301 2463.75 20000301
500458401 7.875 76.81 CA 90403 N 19991209 20000201 1921.44 20000401
500461801 8.000 62.65 CA 92656 N 19991216 20000201 1907.79 20000401
500469507 8.125 80.00 FL 33181 N 19991210 20000201 3266.99 20000301
500485008 7.625 95.00 TN 37064 Y 20000110 20000301 2017.22 20000301
500490107 7.875 33.33 OH 43551 N 19991202 20000201 2900.28 20000401
500520903 8.000 80.00 PA 19063 N 20000107 20000301 2348.05 20000301
500535604 8.250 94.98 IN 46032 N 19991213 20000201 1968.32 20000301
500539606 7.500 80.00 FL 33414 N 19991207 20000201 2097.65 20000301
500562509 7.625 89.49 NJ 8055 N 19991229 20000201 2109.23 20000401
500570403 8.375 80.00 NY 10530 N 20000113 20000301 1976.19 20000301
500579909 8.500 75.00 PA 18036 N 20000131 20000301 2076.07 20000401
500585500 8.125 80.00 MI 48098 N 20000229 20000401 2195.57 20000301
500609300 7.875 80.00 CA 92027 N 20000119 20000301 2662.46 20000301
500620208 7.875 72.71 NH 3801 N 20000118 20000301 2356.48 20000301
500629209 7.750 80.00 CA 95356 N 19991228 20000201 2665.06 20000301
500637202 7.500 80.00 PA 19382 N 19991217 20000201 2740.93 20000301
500640503 8.250 88.61 TN 37218 N 20000110 20000301 2629.44 20000301
500660600 8.250 95.00 PA 18972 N 19991223 20000201 2305.27 20000301
500661905 8.250 79.90 CA 92660 N 20000106 20000201 3529.46 20000401
500676101 8.250 80.00 NJ 7024 N 19991229 20000201 2073.50 20000301
500679501 7.750 80.00 MI 48309 N 19991220 20000201 2235.21 20000301
500692108 8.500 80.00 OH 45750 N 19991210 20000201 2306.75 20000301
500704408 8.500 80.00 FL 33316 N 20000114 20000301 2675.82 20000301
500707807 7.875 70.00 NY 10956 N 20000124 20000301 4123.84 20000401
500724000 8.250 95.00 CA 92128 N 20000113 20000301 2533.65 20000401
500737804 8.125 79.99 CA 92602 N 20000209 20000401 2337.01 20000401
500750005 8.375 84.51 MN 55331 N 19991221 20000201 2280.22 20000301
500758800 8.250 66.67 GA 30092 N 19991216 20000201 2253.80 20000401
500759402 7.625 80.00 NY 10570 N 20000113 20000301 2760.40 20000401
500765409 7.875 95.00 WA 98632 N 19991210 20000201 2066.45 20000301
500769500 8.125 79.49 MI 48306 N 20000121 20000301 2012.17 20000301
500769708 7.875 75.00 NC 27560 N 19991230 20000201 2066.45 20000401
500803507 7.875 80.00 CA 90039 N 19991215 20000201 2059.20 20000301
500813902 7.750 80.00 CA 93402 N 19991221 20000201 2676.52 20000401
500814207 8.625 70.28 CA 92131 N 19991223 20000201 2623.88 20000301
500815303 7.500 79.73 MI 48178 N 19991222 20000201 2519.97 20000301
500828405 7.500 68.32 TX 76107 N 19991217 20000201 4537.91 20000301
500830401 7.625 80.00 CA 94549 Y 20000125 20000301 4288.88 20000301
500832209 7.875 80.00 FL 32407 N 19991216 20000201 1914.19 20000401
500836606 8.125 51.72 CT 6405 N 20000125 20000301 2784.37 20000401
500871603 8.000 84.75 MA 2116 N 20000131 20000301 2114.35 20000301
500875000 7.375 80.00 CA 94523 Y 20000103 20000301 2486.09 20000301
500876909 8.000 80.00 IL 60302 N 19991231 20000201 3084.75 20000301
500901301 7.625 78.43 CA 93010 N 19991229 20000201 2439.77 20000401
500908405 8.250 75.00 TX 75025 N 19991222 20000201 2163.65 20000301
500917208 8.125 80.00 NJ 8088 N 20000120 20000301 1906.74 20000301
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651267092 7.875 63.64 CA 90266 N 19991014 19991201 2537.75 20000301
651267293 7.875 80.00 CA 90277 N 19991105 20000101 3381.73 20000301
651267790 7.875 85.00 CA 90240 N 19991222 20000201 3050.73 20000301
651268156 8.000 76.25 CA 90621 N 19991015 19991201 2237.99 20000301
651268162 7.625 88.94 CA 91326 N 19991014 19991201 1951.39 20000401
651268169 8.250 60.00 CA 91301 N 19991015 19991201 3155.32 20000301
651269269 7.750 78.67 CA 93555 N 19991108 20000101 2113.42 20000301
651269889 8.000 89.49 CA 91352 N 19991019 19991201 1937.14 20000301
651271408 8.000 93.03 CA 92106 N 19991215 20000201 1959.16 20000301
651271568 7.750 80.00 GA 30338 N 19991123 20000101 2693.72 20000401
651271717 8.375 80.00 CA 94030 N 20000125 20000301 3313.92 20000301
651271718 7.750 80.00 CA 95602 N 19991109 20000101 1977.30 20000301
651275209 7.875 79.77 CA 95135 N 19991104 20000101 3770.37 20000301
651275914 8.750 68.56 CA 94040 N 19991110 20000101 2179.17 20000301
651276051 7.750 80.00 CA 92688 N 19991110 20000101 2827.68 20000301
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651276355 7.875 53.40 WA 98029 N 19991105 20000101 1993.95 20000301
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652012743 8.000 80.00 CA 91364 N 19991209 20000201 2142.60 20000401
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652014140 7.750 80.00 CA 94133 N 19991228 20000201 2579.09 20000301
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652015620 7.875 75.00 NM 87501 N 19991216 20000201 3697.86 20000301
652016381 7.875 79.90 CA 95128 N 19991209 20000201 2436.24 20000401
652016406 7.875 73.04 IL 60014 N 20000110 20000301 2455.09 20000301
652017020 7.875 80.00 CA 94005 N 20000107 20000301 2610.25 20000401
652017163 7.875 80.00 CA 92620 N 19991207 20000201 3190.31 20000401
652017170 8.250 78.57 CA 92886 N 19991208 20000201 2479.18 20000301
652017243 7.875 79.59 CA 95051 N 20000107 20000301 1832.26 20000301
652017534 7.875 89.95 CA 92614 N 19991220 20000201 2806.02 20000301
652017606 8.250 75.00 CA 94114 N 19991213 20000201 3944.15 20000401
652018155 9.000 79.98 CA 92694 N 20000216 20000401 2816.18 20000301
652018267 8.125 77.91 CA 94080 N 20000201 20000401 2487.37 20000401
652018374 7.875 80.00 CA 94030 N 19991220 20000201 4263.41 20000301
652018422 7.875 80.00 CA 94560 N 20000122 20000301 2726.27 20000401
652018734 8.000 61.22 CA 95120 N 19991209 20000201 5503.24 20000301
652018745 7.990 80.00 CA 90232 N 20000106 20000301 2210.94 20000401
652018786 7.750 79.75 CA 90024 N 20000103 20000301 2256.70 20000301
652019262 8.125 32.93 ID 83348 N 19991222 20000201 4083.74 20000301
652019313 7.875 89.55 FL 33331 N 20000128 20000301 2610.25 20000301
652019629 8.250 50.00 MI 49201 N 19991214 20000201 4507.60 20000301
652020741 7.875 76.72 CA 92057 N 20000103 20000301 2102.71 20000301
652020800 8.125 80.00 NV 89511 N 19991221 20000201 2138.40 20000301
652020830 7.875 52.89 CA 93111 N 20000103 20000301 3255.57 20000301
652020842 8.375 80.00 CA 95037 N 19991220 20000201 1976.19 20000301
652021281 8.500 80.00 NY 11768 N 20000210 20000401 2691.20 20000301
652022016 7.500 89.12 IL 60563 N 19991223 20000201 2866.43 20000301
652022256 7.875 79.87 CA 90277 N 20000103 20000301 4343.17 20000301
652022572 7.875 80.00 NJ 7070 N 20000203 20000401 1885.19 20000401
652022968 9.500 80.00 CA 93230 N 20000118 20000301 571.79 20000301
652023029 8.125 74.44 CA 93063 N 19991216 20000201 1989.90 20000301
652023103 8.250 80.00 CA 91362 N 20000111 20000301 4657.86 20000301
652023247 7.875 45.45 CA 94507 N 20000103 20000301 2537.75 20000301
652023407 8.500 89.04 NJ 7087 N 20000301 20000501 2498.97 20000401
652023467 7.875 80.00 RI 2840 N 20000125 20000301 2337.63 20000301
652023471 7.875 80.00 TN 38017 N 19991230 20000201 2154.91 20000301
652023493 8.250 66.26 CA 91316 N 20000110 20000301 2847.31 20000301
652023623 7.625 90.00 TX 78248 N 19991230 20000201 1911.05 20000301
652023753 7.875 80.00 CA 95765 N 20000105 20000301 2131.71 20000301
652024044 8.125 72.02 CA 94901 N 19991215 20000201 2647.01 20000401
652024078 8.250 80.00 CA 91361 N 20000113 20000301 2746.64 20000501
652024840 7.875 50.00 CA 91362 N 20000107 20000301 2900.28 20000401
652026331 7.990 75.90 CA 92782 N 20000110 20000301 2345.82 20000301
652026371 7.750 60.36 CA 93105 N 20000104 20000301 2399.99 20000301
652026378 8.500 88.83 OR 97068 N 20000113 20000301 2629.69 20000301
652026743 8.500 75.00 CT 6877 N 20000210 20000401 4613.49 20000301
652026936 8.250 80.00 CA 94555 N 20000112 20000301 2283.86 20000301
652027760 8.125 80.00 CA 95051 N 19991222 20000201 2286.90 20000401
652028069 9.625 74.90 CA 92679 N 20000119 20000301 3246.96 20000301
652028673 8.250 78.79 CA 92692 N 19991224 20000201 1953.30 20000301
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652029303 8.375 79.99 CA 92677 N 20000209 20000401 4311.13 20000401
652029493 8.250 10.94 CA 90402 N 19991223 20000201 2629.44 20000301
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652029626 8.750 70.00 NY 11375 N 20000207 20000401 2120.16 20000401
652030426 8.250 79.76 CA 92679 N 19991224 20000201 2516.75 20000301
652030716 7.990 78.57 CA 96143 N 20000120 20000301 2015.94 20000401
652032212 8.000 80.00 CA 93035 N 20000117 20000301 2553.51 20000301
652032578 7.990 79.01 CA 91709 N 20000104 20000301 2345.82 20000401
652032744 7.990 78.90 CA 91910 N 20000106 20000301 2111.24 20000301
652032937 7.990 80.00 CA 90036 N 20000121 20000301 2902.95 20000301
652033080 7.990 90.00 NY 11423 N 20000131 20000301 2639.05 20000301
652033120 7.990 80.00 CA 92646 N 20000201 20000401 2345.82 20000401
652033169 7.990 80.00 CA 91604 N 20000118 20000301 2228.53 20000301
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652033876 7.990 61.17 CA 92661 N 20000118 20000301 2886.46 20000301
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652044845 8.375 80.00 CA 92887 N 20000208 20000401 2851.80 20000301
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652063935 8.500 80.00 MS 38606 N 20000315 20000501 2306.75 20000401
</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 April 28, 2000 by and
among GMAC Mortgage Corporation, as Servicer, Norwest
Bank Minnesota, National Association, as Trustee and
Escrow Bank USA, as Custodian
In connection with the administration of the Mortgage Loans held by you, as
Custodian, pursuant to the above-captioned Custodial Agreement, we request the
release, and hereby acknowledge receipt, of the Custodian's Mortgage File for
the Mortgage Loan described below, for the reason indicated.
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-J1, 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
G-1-1
<PAGE>
for any taxes due with respect to the income on such residual interest, unless
no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if either the pass-through entity is an electing
large partnership under Section 775 of the if at any time during the taxable
year of the pass-through entity a disqualified organization is the record holder
of an interest in such entity. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof (except in the case of a
partnership, to the extent provided in Treasury regulations), or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that is described
in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the transfer
of any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is _______________________.
10. This affidavit and agreement relates only to the Class R Certificates
held by the Owner and not to any other holder of the Class R Certificates. The
Owner understands that the liabilities described herein relate only to the Class
R Certificates.
11. That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person
G-1-2
<PAGE>
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 28th day of April, 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 28th day of April, 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
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: Residential Asset Mortgage Products, Inc., Series
2000-J1
Re: GMACM Mortgage Pass-Through Certificates,
Series 2000-J1, 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-J1, Class R (the "Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of April 28, 2000 among Residential Asset Mortgage
Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation, as
servicer, and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or
collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and
the Servicer a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit G-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated
by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts
as they become due in the future. The Seller understands that the transfer
of a Class R Certificate may
G-2-1
<PAGE>
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
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc. Series
2000-J1
RE: GMACM Mortgage Pass-Through Certificates,
Series 2000-J1, [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-J1,
Class__ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of April 28, 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.
H-1
<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 April 28, 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,
H-1-2
<PAGE>
or that would require registration or qualification pursuant thereto. The
Purchaser will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan within
the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company 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
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: GMAC Mortgage Corporation Series 2000-J1
Re: GMACM Mortgage Pass-Through
Certificates, Series 2000-J1,
[Class A-6] [Class M-]
__________________________________
Ladies and Gentlemen:
________________________________ (the "Purchaser") intends to purchase from
____________________ (the "Seller") $ __________________ Initial Certificate
Principal Balance of GMACM Mortgage Pass-Through Certificates, Series 2000-J1,
Class M-____ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of April 28, 2000,
among Residential Asset Mortgage Products, Inc., as seller (the "Company"), GMAC
Mortgage Corporation, as Servicer (the "Servicer") and Norwest Bank Minnesota,
National Association, 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. 2510.3-101; or
H-2
<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 A-6 Certificate] [Class M
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 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.
<PAGE>
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
_______, 20__
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: Residential Asset Mortgage Products, Inc., Series
2000-J1
Re: GMACM Mortgage Pass-Through
Certificates,
Series 2000-J1, [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-J1, Class (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of April 28, 2000, among Residential Asset
Mortgage Products, Inc., as seller (the "Company"), GMAC Mortgage Corporation,
as Servicer, and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
<PAGE>
Very truly yours,
___________________________
(Seller)
By:________________________
Name:______________________
Title:_____________________
I-2
<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 April 28, 2000 among GMAC Mortgage Corporation as
Servicer, Residential Asset Mortgage Products, Inc. as depositor pursuant to
Section 5.02 of the Agreement and Norwest Bank Minnesota, National Association,
as trustee), as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
<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.
- -- 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
J-4
<PAGE>
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
J-5
<PAGE>
continue to rely on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
________ _________ Will the Buyer be purchasing the Rule 144A
YES NO Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
______________________________
Print Name of Buyer
By: __________________________
Name:
Title:
Date:_________________________
<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
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
Attention: Residential Asset Mortgage Products, Inc., Series
2000-J1
Re: GMACM Mortgage Pass-Through
Certificates, Series 2000-J1 Assignment of Mortgage Loan
________________________________________________________
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
Norwest Bank Minnesota, National Association (the "Trustee") to ________________
(the "Lender") of _______________ (the "Mortgage Loan") pursuant to Section
3.13(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of April 28, 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.
<PAGE>
Very truly yours,
__________________________
(Lender)
By:_______________________
Name:_____________________
Title:____________________
K-2
<PAGE>
EXHIBIT L
SCHEDULE OF DISCOUNT FRACTIONS
Loan 4/1/00
Number Scheduled Balance Net Rate PO Amount Discount Fraction
- --------------------------------------------------------------------------------
120384904 271589.15 7.491 325.91 0.12000000
121865109 347348.41 7.366 6205.96 1.78666667
121931208 289064.05 6.866 24435.55 8.45333333
122447204 319546.84 7.491 383.46 0.12000000
122494008 300352.12 7.241 10372.16 3.45333333
122585904 550674.33 7.491 660.81 0.12000000
122929003 498501.71 7.241 17214.93 3.45333333
123162901 278550.61 7.491 334.26 0.12000000
123661704 317004.44 7.491 380.41 0.12000000
124851700 299144.80 7.491 358.97 0.12000000
126347004 249508.92 7.241 8616.37 3.45333333
126349000 823645.36 7.491 988.37 0.12000000
126504000 299144.80 7.491 358.97 0.12000000
126570506 295113.02 7.241 10191.24 3.45333333
126597707 318797.62 7.241 11009.14 3.45333333
126626407 272865.75 7.366 4875.20 1.78666667
126676600 597855.06 7.491 717.43 0.12000000
126693704 266121.03 7.366 4754.70 1.78666667
126746007 390124.01 7.241 13472.28 3.45333333
126826502 264205.91 7.241 9123.91 3.45333333
126877901 345761.57 7.491 414.91 0.12000000
126879501 271284.61 7.241 9368.36 3.45333333
126919802 295134.84 7.366 5273.08 1.78666667
126921303 312706.04 7.491 375.25 0.12000000
126960202 327515.65 7.241 11310.21 3.45333333
126966803 307077.03 7.241 10604.39 3.45333333
127025302 647953.42 7.116 33175.22 5.12000000
127042208 263205.67 7.491 315.85 0.12000000
127051704 280826.76 7.366 5017.44 1.78666667
127066603 259181.31 6.991 17589.77 6.78666667
127099000 279304.63 7.116 14300.40 5.12000000
127177509 431388.21 7.491 517.67 0.12000000
127233609 415831.03 7.366 7429.51 1.78666667
127265106 499609.94 6.991 33906.86 6.78666667
127291904 395156.07 7.491 474.19 0.12000000
127327104 291377.70 7.491 349.65 0.12000000
127338200 374129.02 7.366 6684.44 1.78666667
127482206 448292.60 7.491 537.95 0.12000000
127507002 474933.55 7.241 16401.04 3.45333333
127526507 255254.85 7.491 306.31 0.12000000
127646404 462538.96 6.991 31390.98 6.78666667
127669406 305347.87 7.491 366.42 0.12000000
127673903 406807.49 7.366 7268.29 1.78666667
164580300 321060.80 7.491 385.27 0.12000000
165389800 642874.69 7.366 11486.03 1.78666667
168439602 397260.49 7.241 13718.73 3.45333333
499927804 374535.76 6.991 25418.49 6.78666667
500007000 340273.29 7.491 408.33 0.12000000
500049408 267236.00 7.491 320.68 0.12000000
500061007 284058.12 7.241 9809.47 3.45333333
500078308 396752.67 7.491 476.10 0.12000000
500087002 321712.93 7.491 386.06 0.12000000
500317607 395082.65 7.116 20228.23 5.12000000
500342209 363163.95 7.116 18593.99 5.12000000
500350707 339225.92 7.366 6060.84 1.78666667
500365200 399058.20 6.991 27082.75 6.78666667
500381504 284187.55 7.491 341.03 0.12000000
500417308 377984.22 7.366 6753.32 1.78666667
500440706 343412.97 7.491 412.10 0.12000000
500485008 284586.13 7.366 5084.61 1.78666667
500539606 299327.87 7.241 10336.79 3.45333333
500562509 297348.81 7.366 5312.63 1.78666667
500629209 371207.22 7.491 445.45 0.12000000
500637202 390527.05 7.241 13486.20 3.45333333
500679501 311335.10 7.491 373.60 0.12000000
500759402 389415.73 7.366 6957.56 1.78666667
500813902 371825.02 7.491 446.19 0.12000000
500815303 359592.57 7.241 12417.93 3.45333333
500828405 647545.97 7.241 22361.92 3.45333333
500830401 605070.07 7.366 10810.59 1.78666667
500875000 359400.52 7.116 18401.31 5.12000000
500901301 298164.64 7.366 5327.21 1.78666667
500951504 286388.36 7.491 343.67 0.12000000
500955307 314178.09 7.491 377.01 0.12000000
500965603 494298.99 7.491 593.16 0.12000000
500969100 194723.84 7.491 233.67 0.12000000
500985007 318313.33 7.116 16297.64 5.12000000
501015101 299575.15 7.491 359.49 0.12000000
501035109 292274.94 7.366 5221.98 1.78666667
501071104 331313.62 7.366 5919.47 1.78666667
501395503 276799.51 7.366 4945.48 1.78666667
501500003 341392.38 7.491 409.67 0.12000000
501661409 320000.00 7.491 384.00 0.12000000
501664106 300987.41 7.491 361.18 0.12000000
501705206 299788.26 7.491 359.75 0.12000000
600010578 293253.36 7.366 5239.46 1.78666667
600015711 283673.86 7.491 340.41 0.12000000
600016764 273816.45 7.491 328.58 0.12000000
600017122 366684.45 7.491 440.02 0.12000000
600017129 259055.94 7.366 4628.47 1.78666667
600017130 278082.26 7.241 9603.11 3.45333333
600017137 298223.75 7.366 5328.26 1.78666667
600017144 441045.39 7.366 7880.01 1.78666667
600017226 328092.37 7.366 5861.92 1.78666667
600017229 331510.62 7.491 397.81 0.12000000
600017239 276142.38 7.366 4933.74 1.78666667
600017284 311881.04 7.491 374.26 0.12000000
600017384 322326.80 7.366 5758.91 1.78666667
600017461 553713.44 7.491 664.46 0.12000000
600017481 258768.29 7.491 310.52 0.12000000
600017482 303487.31 7.491 364.18 0.12000000
600017485 264052.63 7.491 316.86 0.12000000
600017486 396574.09 7.491 475.89 0.12000000
600017489 290956.11 7.491 349.15 0.12000000
600017625 262863.82 7.491 315.44 0.12000000
600017710 286472.21 7.491 343.77 0.12000000
600017954 261489.10 6.616 30820.85 11.78666667
600018390 300120.23 7.366 5362.15 1.78666667
600019426 748319.71 7.241 25841.97 3.45333333
600019449 348688.62 7.241 12041.38 3.45333333
600020538 289529.80 7.241 9998.43 3.45333333
600023221 269809.15 7.366 4820.59 1.78666667
600023229 279593.41 7.366 4995.40 1.78666667
600023233 370268.58 7.241 12786.61 3.45333333
600023234 349235.20 7.366 6239.67 1.78666667
650142902 272376.59 7.491 326.85 0.12000000
651177973 372206.89 7.366 6650.10 1.78666667
651204514 325004.01 7.491 390.00 0.12000000
651205462 360342.47 7.491 432.41 0.12000000
651207994 530483.44 7.491 636.58 0.12000000
651225319 276409.78 7.491 331.69 0.12000000
651227757 378916.75 7.491 454.70 0.12000000
651229127 280593.31 7.491 336.71 0.12000000
651231748 297931.10 7.491 357.52 0.12000000
651232580 263155.86 7.491 315.79 0.12000000
651237091 264244.55 7.491 317.09 0.12000000
651239354 283981.15 7.491 340.78 0.12000000
651239523 334798.84 7.491 401.76 0.12000000
651241105 292749.71 7.491 351.30 0.12000000
651241459 278518.72 7.491 334.22 0.12000000
651241888 298927.54 7.491 358.71 0.12000000
651242446 386513.30 7.491 463.82 0.12000000
651242999 358713.04 7.491 430.46 0.12000000
651245764 306770.65 7.491 368.12 0.12000000
651246184 381388.72 7.366 6814.15 1.78666667
651246362 613897.53 7.491 736.68 0.12000000
651253269 282932.89 7.241 9770.62 3.45333333
651253584 286567.24 7.491 343.88 0.12000000
651253653 272945.71 7.491 327.53 0.12000000
651254125 281436.29 7.491 337.72 0.12000000
651255131 303133.38 7.491 363.76 0.12000000
651255585 333552.02 7.491 400.26 0.12000000
651256530 527706.76 7.491 633.25 0.12000000
651256532 380634.39 7.491 456.76 0.12000000
651256624 538069.58 7.491 645.68 0.12000000
651257755 378916.75 7.491 454.70 0.12000000
651257942 348552.39 7.241 12036.68 3.45333333
651258271 328618.97 7.491 394.34 0.12000000
651258574 278201.87 7.491 333.84 0.12000000
651258615 564973.06 7.491 677.97 0.12000000
651259393 269034.76 7.491 322.84 0.12000000
651259848 298924.92 7.491 358.71 0.12000000
651260052 448309.14 7.241 15481.61 3.45333333
651260749 378641.55 7.491 454.37 0.12000000
651260961 527803.38 7.491 633.36 0.12000000
651261455 306101.80 7.491 367.32 0.12000000
651261475 289152.35 7.366 5166.19 1.78666667
651261709 348848.45 7.491 418.62 0.12000000
651262001 269433.36 7.491 323.32 0.12000000
651263348 374901.02 7.366 6698.23 1.78666667
651264673 362962.32 7.491 435.55 0.12000000
651264878 267236.00 7.491 320.68 0.12000000
651265457 299144.80 7.491 358.97 0.12000000
651265474 298940.61 7.366 5341.07 1.78666667
651268162 274040.60 7.366 4896.19 1.78666667
651269269 294159.05 7.491 352.99 0.12000000
651271568 374928.12 7.491 449.91 0.12000000
651271718 275213.22 7.491 330.26 0.12000000
651276051 393107.17 7.491 471.73 0.12000000
651276610 378916.75 7.491 454.70 0.12000000
651276861 279403.28 7.491 335.28 0.12000000
651277073 395848.17 7.491 475.02 0.12000000
651277788 328351.36 7.241 11339.07 3.45333333
651278024 494586.07 7.491 593.50 0.12000000
651282398 255170.22 7.491 306.20 0.12000000
651283189 276010.94 7.491 331.21 0.12000000
651283491 364222.14 7.491 437.07 0.12000000
651286249 272221.76 7.491 326.67 0.12000000
651286530 266630.56 7.491 319.96 0.12000000
651288125 280198.96 7.491 336.24 0.12000000
651288317 278604.98 7.491 334.33 0.12000000
651288466 394871.12 7.491 473.85 0.12000000
651288545 332050.71 7.491 398.46 0.12000000
651288610 305426.82 7.491 366.51 0.12000000
651288883 369344.10 7.491 443.21 0.12000000
651288933 305626.26 7.491 366.75 0.12000000
651288940 600283.89 7.491 720.34 0.12000000
651289046 362404.15 7.491 434.88 0.12000000
651289137 265441.15 7.491 318.53 0.12000000
651289254 335042.18 7.491 402.05 0.12000000
651289274 333546.46 7.491 400.26 0.12000000
651289295 258560.82 7.491 310.27 0.12000000
652000028 358973.76 7.491 430.77 0.12000000
652000076 322354.14 7.491 386.82 0.12000000
652000425 339030.74 7.491 406.84 0.12000000
652000443 358973.76 7.491 430.77 0.12000000
652000670 271224.60 7.491 325.47 0.12000000
652000706 301139.09 7.491 361.37 0.12000000
652000749 299144.80 7.491 358.97 0.12000000
652000820 255968.20 7.491 307.16 0.12000000
652000870 403845.49 7.491 484.61 0.12000000
652001044 335042.18 7.491 402.05 0.12000000
652001050 364820.86 7.491 437.79 0.12000000
652001731 403845.49 7.491 484.61 0.12000000
652001982 358973.76 7.491 430.77 0.12000000
652002282 464671.57 7.491 557.61 0.12000000
652002557 323040.09 7.491 387.65 0.12000000
652002917 263437.40 7.491 316.12 0.12000000
652011273 257985.49 6.866 21808.37 8.45333333
652011287 282864.84 7.241 9768.27 3.45333333
652014140 359232.80 7.491 431.08 0.12000000
652014389 387401.62 7.366 6921.58 1.78666667
652018786 314553.91 7.491 377.46 0.12000000
652022016 409031.56 7.241 14125.22 3.45333333
652023623 269409.99 7.366 4813.46 1.78666667
652026371 334525.57 7.491 401.43 0.12000000
652028710 599150.31 7.491 718.98 0.12000000
972,378.01
<PAGE>
EXHIBIT M
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
o (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;
o the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
o 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;
o the amount of any Advance by the Servicer pursuant to Section 4.04;
o the number and Pool Stated Principal Balance of the Mortgage Loans after
giving effect to the distribution of principal on such Distribution Date;
o the Guaranteed Distribution for such Distribution Date, and the respective
portions thereof allocable to principal and interest for the Insured
Certificates;
o the amount of any Ambac Insurance Payment made on such Distribution Date,
the amount of any reimbursement payment made to Ambac on such Distribution
Date pursuant to Section 4.02(a)(xvi) and the amount of Cumulative
Insurance Payments after giving effect to any such Ambac Insurance Payment
or any such reimbursement payment to Ambac;
o the related Subordinate Principal Distribution Amount and Prepayment
Distribution Percentage, if applicable;
o 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;
o 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;
o 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>
o 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;
o the Pass-Through Rate with respect to the Class IO Certificates, if any,
thereof;
o the occurrence of the Credit Support Depletion Date and the Accretion
Termination Date;
o the related Senior Accelerated Distribution Percentage applicable to such
distribution;
o the related Senior Percentage for such Distribution Date;
o the amount of Realized Losses allocated on such Distribution Date and the
cumulative amount of Realized Losses as of such Distribution Date; and
o 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.
M-2
<PAGE>
EXHIBIT N
FORM OF INITIAL CERTIFICATION
April __, 2000
Norwest Bank Minnesota, National Association GMAC Mortgage Corporation
11000 Broken Land Parkway 100 Witmer Road
Columbia, Maryland 21044 Horsham, Pennsylvania 19044
Ambac Assurance Corporation
One State Street Plaza, 19th Floor
New York, New York 10004
Attention: Structured Finance -
Mortgage Backed Securities (GMACM
Mortgage Pass-Through Certificates,
Series 2000-J1)
Attention: Residential Asset Mortgage Products, Inc., Series 2000-J1
Re:Custodial Agreement dated as of April 28, 2000, by and among
Norwest Bank Minnesota, National Association, as Trustee, GMAC
Mortgage Corporation, as Servicer, and Escrow Bank USA, as
Custodian
_________________________________________________________________
Ladies and Gentlemen:
In accordance with Section 2.2 of the above-captioned Custodial Agreement, and
subject to Section 2.02 of the Pooling Agreement, the undersigned, as Custodian,
hereby certifies that it has received a Mortgage File (which contains an
original Mortgage Note or an original lost note affidavit with a copy of the
related Mortgage Note, if available) with respect to each Mortgage Loan listed
in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the
Mortgage Loan Schedule and has determined that: all required documents have been
executed and received to the extent required in Section 2.01(b) of the Pooling
Agreement, subject to the provisions of Section 2.01(c) of the Pooling
Agreement, and that such documents related to the Mortgage Loans identified on
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized terms used herein that are not otherwise defined shall have the
meanings assigned thereto in the above-captioned Custodial Agreement.
ESCROW BANK USA, as Custodian
By:______________________________
Name:____________________________
Title:___________________________
<PAGE>
EXHIBIT O
FORM OF FINAL CERTIFICATION
________, 2000
Norwest Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland 21044
Ambac Assurance Corporation
One State Street Plaza, 19th Floor
New York, New York 10004
Attention: Structured Finance -
Mortgage Backed Securities (GMACM
Mortgage Pass-Through Certificates,
Series 2000-J1)
GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 19044
Attention: Residential Asset Mortgage Products, Inc., Series
2000-J1
Re: Custodial Agreement dated as of April 28, 2000, by
and among Norwest Bank Minnesota, National
Association, as Trustee, GMAC Mortgage Corporation,
as Servicer, and Escrow Bank USA, as Custodian
__________________________________________________________
Ladies and Gentlemen:
In accordance with the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):
<PAGE>
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]";
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;
The original of any guarantee executed in connection with the Mortgage
Note, if applicable;
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;
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 "Norwest Bank Minnesota, National
Association, as Trustee under that certain Pooling and Servicing Agreement dated
as of April 28, 2000, for GMACM Mortgage Pass-Through Certificates, Series
2000-J1" 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]";
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;
O-2
<PAGE>
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;
A certified true copy of any power of attorney, if applicable; and
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;
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;
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;
The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
The Security Agreement;
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;
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;
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;
O-3
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The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
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:________________________
O-4
<PAGE>
EXHIBIT P
AMBAC POLICY
(See Exhibit 10.3)
EXHIBIT 10.2
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of April
28, 2000 by and between GMAC Mortgage Corporation, a Pennsylvania corporation,
having an office at 100 Witmer Road, Horsham, Pennsylvania 19044 (the "Seller")
and Residential Asset Mortgage Products, Inc., a Delaware corporation, and
having an office at 8400 Normandale Lake Boulevard, Minneapolis, Minnesota 55437
(the "Purchaser").
The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase
from the Seller certain mortgage loans on a servicing-retained basis as
described herein (the "Mortgage Loans"). The following terms are defined as
follows:
Aggregate Principal Balance
(as of the Cut-Off Date): $256,338,579.67 (after deduction
of scheduled principal payments
due on or before the Cut-Off
Date, whether or not collected,
but without deduction of
prepayments that may have been
made but not reported to the
Seller as of the close of
business on such date).
Closing Date: April 28, 2000, or such other
date as may be agreed upon by
the parties hereto.
Cut-Off Date: April 1, 2000.
Mortgage Loan: A fixed rate, fully-amortizing,
first lien, residential conventional mortgage
loan having a term of not more than 30 years
and secured by Mortgaged Property.
Mortgaged Property: A single parcel of real property
on which is located a detached
single-family residence, a
two-to-four family dwelling, a
townhouse, an individual
condominium unit, or an
individual unit in a planned
unit development, or a
proprietary lease in a unit in a
cooperatively-owned apartment
building and stock in the
related cooperative corporation.
Pooling and Servicing The pooling and servicing
Agreement: agreement, dated as of April 28,
2000, among Residential Asset
Mortgage Products, Inc., as
company, GMAC Mortgage
Corporation, as servicer and
Norwest Bank Minnesota, National
Association, as trustee (the
"Trustee").
<PAGE>
All capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. The parties intend
hereby to set forth the terms and conditions upon which the proposed
transactions will be effected and, in consideration of the premises and the
mutual agreements set forth herein, agree as follows:
Section 1. Agreement to Sell and Purchase Mortgage Loans. The Seller agrees to
sell to the Purchaser and the Purchaser agrees to purchase from the Seller
certain Mortgage Loans having an aggregate amount equal to the Aggregate
Principal Balance as of the Cut-Off Date.
Section 2. Mortgage Loan Schedule. The Seller has provided to the Purchaser a
schedule setting forth all of the Mortgage Loans to be purchased on the Closing
Date under this Agreement, which shall be attached hereto as Schedule I (the
"Mortgage Loan Schedule").
Section 3. Purchase Price of Mortgage Loans. The purchase price (the "Purchase
Price") to be paid to the Seller by the Purchaser for the Mortgage Loans shall
be the sume of(i) $247,576,895.78 and (ii) the Class IO Certificates, the Class
PO Certificates, and a 0.01% Percentage Interest in the Class R Certificates
issued pursuant to the Pooling and Servicing Agreement. The cash portion of the
purchase price shall be paid by wire transfer of immediately available funds on
the Closing Date to the account specified by the Seller.
The Purchaser and Seller intend that the conveyance by the Seller to the
Purchaser of all its right, title and interest in and to the Mortgage Loans
pursuant to this Agreement shall be, and be construed as, a sale of the Mortgage
Loans by the Seller to the Purchaser. It is, further, not intended that such
conveyance be deemed to be a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in the
event that the Mortgage Loans are held to be property of the Seller, or if for
any reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall be a security
agreement within the meaning of Articles 8 and 9 of the Pennsylvania Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed to
be, and hereby is, a grant by the Seller to the Purchaser of a security interest
in all of the Seller's right, 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 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, Cooperative Lease, any insurance policies and all other documents
in the related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all monies
due or to become due pursuant to the Mortgage Loans in accordance with the terms
thereof and (C)
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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; (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, letters of credit, advices of credit,
investment property or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Pennsylvania Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction (including, without limitation, Sections 8-106,
9-305 and 9-115 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law. The Seller 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 Seller
shall prepare and deliver to the Purchaser not less than 15 days prior to any
filing date, and the Purchaser shall file, or shall cause to be filed, at the
expense of the Seller, all filings necessary to maintain the effectiveness of
any original filings necessary under the Uniform Commercial Code as in effect in
any jurisdiction to perfect the Purchaser's security interest in or lien on the
Mortgage Loans, including without limitation (x) continuation statements, and
(y) such other statements as may be occasioned by (1) any change of name of the
Seller or the Purchaser, (2) any change of location of the place of business or
the chief executive office of the Seller, or (3) any transfer of any interest of
the Seller in any Mortgage Loan.
Notwithstanding the foregoing, (i) the Seller in its capacity as Servicer shall
retain all servicing rights (including, without limitation, primary servicing
and master servicing) relating to or arising out of the Mortgage Loans, and all
rights to receive servicing fees, servicing income and other payments made as
compensation for such servicing granted to it under the Pooling and Servicing
Agreement pursuant to the terms and conditions set forth therein (collectively,
the "Servicing Rights") and (ii) the Servicing Rights are not included in the
collateral in which the Seller grants a security interest pursuant to the
immediately preceding paragraph.
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<PAGE>
Section 4. Record Title and Possession of Mortgage Files. The Seller hereby
sells, transfers, assigns, sets over and conveys to the Purchaser, without
recourse, but subject to the terms of this Agreement and the Seller hereby
acknowledges that the Purchaser, subject to the terms of this Agreement, shall
have all the right, title and interest of the Seller in and to the Mortgage
Loans. The delivery of each Mortgage File (as defined below) to the Purchaser or
its designee is at the expense of the Seller. From the Closing Date, but as of
the Cut-off Date, the ownership of each Mortgage Loan, including the Mortgage
Note, the Mortgage, the contents of the related Mortgage File and all rights,
benfits, proceeds and obligations arising therefrom or in connection therewith,
has been vested in the Purchaser. All rights arising out of the Mortgage Loans
including, but not limited to, all funds received on or in connection with the
Mortgage Loans and all records or documents with respect to the Mortgage Loans
prepared by or which come into the possession of the Seller shall be received
and held by the Seller in trust for the exclusive benefit of the Purchaser as
the owner of the Mortgage Loans. On and after the Closing Date, any portion of
the related Mortgage Files or servicing files related to the Mortgage Loans (the
"Servicing Files") in Seller's possession shall be held by Seller in a custodial
capacity only for the benefit of the Purchaser. The Seller shall release its
custody of any contents of the related Mortgage Files or Servicing Files only in
accordance with written instructions of the Purchaser or the Purchaser's
designee.
Section 5. Books and Records. The sale of each Mortgage Loan has been reflected
on the Seller's balance sheet and other financial statements as a sale of assets
by the Seller. The Seller shall be responsible for maintaining, and shall
maintain, a complete set of books and records for the Mortgage Loans which shall
be appropriately identified in the Seller's computer system to clearly reflect
the ownership of the Mortgage Loans by the Purchaser.
Section 6. Delivery of Mortgage FilesS. Within five (5) Business Days prior to
the Closing Date, the Sekker will deliver the Mortgage File with respect to each
Mortgage Loan to the Purchaser or its designee, as directed by the Purchaser.
The "Mortgage File" means, (I) with respect to each Mortgage Loan (other than a
Cooperative Loan):
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<PAGE>
(a) The original Mortgage Note, endorsed without recourse in blank, or in
the name of the Trustee as trustee, and signed by an authorized
officer (which endorsement shall contain either an original signature
or a facsimile signature of an authorized officer of the Seller, and
if in the form of an allonge, the allonge shall be stapled to the
Mortgage Note), with all intervening endorsements showing a complete
chain of title from the originator to the Seller. If the Mortgage Loan
was acquired by the endorser in a merger, the endorsement must be by "
____________________, successor by merger to [name of predecessor]".
If the Mortgage Loan was acquired or originated by the endorser while
doing business under another name, the endorsement must be by
"___________________ formerly known as [previous name]";
(b) 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;
(c) The original of any guarantee executed in connection with the Mortgage
Note, if applicable;
(d) 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;
(e) 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
"Norwest Bank Minnesota, National Association, as Trustee under that
certain Pooling and Servicing Agreement dated as of April 28, 2000,
for GMACM Mortgage Pass-Through Certificates, Series 2000-J1" 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]";
(f) 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;
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<PAGE>
(g) 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;
(h) A certified true copy of any power of attorney, if applicable; and
(i) 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:
6
<PAGE>
(a) 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;
(b) 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;
(c) 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;
(d) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related
Cooperative Loan;
(e) The Security Agreement;
(f) 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;
(g) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (f) 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;
(h) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (d) above, showing an
unbroken chain of title from the originator to the Trustee;
(i) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
(j) An executed UCC-1 financing statement showing the Seller as debtor,
the Purchaser as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Purchaser 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.
In the event that in connection with any Mortgage Loan the Seller 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 (I)(b), (d), (f) or (g) 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
(I)(b), (d) or (f) above, or because the title policy has not been delivered to
either the Purchaser or the Seller by the title insurer in the case of clause
(I)(g)
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<PAGE>
above, the Seller shall use its best efforts to deliver to the Custodian, if
any, or the Trustee, in the case of clause (I)(b), (d) or (f) above, such
original Mortgage, such interim assignment, 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 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 Seller
is unable to deliver by such dates each Mortgage and each such interim
assignment 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, because the related Mortgage has not been returned by the
appropriate recording office, the Seller shall deliver such documents to the
Custodian, if any, or the Trustee as promptly as possible upon receipt thereof
and, in any event, within 540 days following the Closing Date. In lieu of the
Mortgage Notes relating to the Mortgage Loans, each as identified in the list
delivered by the Seller to the Trustee or Custodian on the Closing Date, the
Seller may deliver a lost note affidavit from the Seller stating that the
original Mortgage Note was lost, misplaced or destroyed, and, if available, a
copy of each original Mortgage Note; provided, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-off Date and prior
to the Closing Date, the Seller, in lieu of delivering the above documents, may
deliver to the Custodian, if any, or the Trustee a certification to such effect
and shall deposit all amounts paid in respect of such Mortgage Loan in the
Payment Account on the Closing Date. In any event, if such documents are not
delivered by the 540th day after the Closing Date, the Seller shall repurchase
the related Mortgage Loans at the Purchase Price or substitute for such Mortgage
Loans one or more Qualified Substitute Mortgage Loans in accordance with Section
7.03 hereof.
In connection with any Mortgage Loan, if the Seller 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 Seller 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.
If any assignment is lost or returned unrecorded to the Trustee or Custodian
because of any defect therein, the Seller 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 Section.
If the Purchaser discovers any defect with respect to a Mortgage File, the
Purchaser shall give prompt written specification of such defect to the Seller,
and the Seller shall cure or repurchase such Mortgage Loan or substitute a
Qualified Substitute Mortgage Loan in the manner set forth in Section 7.03.
If the Seller is notified that any document or documents constituting a part of
a Mortgage File are missing or defective in any material respect, the Seller
shall cure any such defect within 90 days
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<PAGE>
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, upon
receipt of a request by the Trustee on behalf of the Certificateholders, the
Seller shall 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 7.03 herein, 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 a constituent document exists shall constitute the
sole remedy respecting such defect available to Certificateholders or the
Trustee on behalf of Certificateholders.
Section 7. REPRESENTATIONS AND WARRANTIES.
Section 7.01 Representations and Warranties of Seller.
The Seller represents, warrants and covenants to the Purchaser that as of
the Closing Date or as of such date specifically provided herein:
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<PAGE>
(a) The Seller is a corporation duly organized, validly existing and in good
standing under the laws of the Commonwealth of Pennsylvania 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;
(b) The Seller has the power and authority to make, execute, deliver and perform
its obligations under this Agreement and all of the transactions contemplated
under this Agreement, and has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement; this Agreement
constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect affecting the enforcement of
creditors' rights in general and except as such enforceability may be limited by
general principles of equity (whether considered in a proceeding at law or in
equity) or by public policy with respect to indemnification under applicable
securities laws;
(c) The execution and delivery of this Agreement by the Seller and its
performance and compliance with the terms of this Agreement will not violate the
Seller'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 Seller is a party or which
may be applicable to the Seller or any of its assets;
(d) No litigation before any court, tribunal or governmental body is currently
pending, nor to the knowledge of the Seller is threatened against the Seller,
nor is there any such litigation currently pending, nor to the knowledge of the
Seller threatened against the Seller with respect to this Agreement that in the
opinion of the Seller has a reasonable likelihood of resulting in a material
adverse effect on the transactions contemplated by this Agreement;
(e) No consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the
Seller of or compliance by the Seller with this Agreement, the sale of the
Mortgage Loans or the consummation of the transactions contemplated by this
Agreement except for consents, approvals, authorizations and orders which have
been obtained;
(f) The consummation of the transactions contemplated by this Agreement is in
the ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
this Agreement are not subject to bulk transfer or any similar statutory
provisions in effect in any applicable jurisdiction;
(g) The Seller did not select such Mortgage Loans in a manner that it reasonably
believed was adverse to the interests of the Purchaser based on the Seller's
portfolio of conventional non-conforming Mortgage Loans;
(h) The Seller will treat the sale of the Mortgage Loans to the Purchaser as a
sale for reporting and accounting purposes and, to the extent appropriate, for
federal income tax purposes;
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(i) The Seller is an approved seller/servicer of residential mortgage loans for
Fannie Mae and Freddie Mac. The Seller is in good standing to sell mortgage
loans to and service mortgage loans for Fannie Mae and Freddie Mac and no event
has occurred which would make the Seller unable to comply with eligibility
requirements or which would require notification to either Fannie Mae or Freddie
Mac; and
(j) No written statement, report or other document furnished or to be furnished
pursuant to the Agreement contains or will contain any statement that is or will
be inaccurate or misleading in any material respect.
Section 7.02 Representations and Warranties as to Individual Mortgage Loans.
The Seller hereby represents and warrants to the Purchaser, as to each Mortgage
Loan, as of the Closing Date, as follows:
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(a) The information set forth in the Mortgage Loan Schedule is true, complete
and correct in all material respects as of the Cut-Off Date;
(b) The original mortgage, deed of trust or other evidence of indebtedness (the
"Mortgage") creates a first lien on an estate in fee simple in real property
securing the related Mortgage Note, free and clear of all adverse claims, liens
and encumbrances having priority over the first lien of the Mortgage subject
only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date of
recording which are acceptable to mortgage lending institutions generally, and
(3) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the Mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property;
(c) The Mortgage Loan has not been delinquent thirty (30) days or more at any
time during the twelve (12) month period prior to the Cut-off Date for such
Mortgage Loan. As of the Closing Date, the Mortgage Loan is not delinquent in
payment more than 30 days and has not been dishonored; there are no defaults
under the terms of the Mortgage Loan; and the Seller has not advanced funds, or
induced, solicited or knowingly received any advance of funds from a party other
than the owner of the Mortgaged Property subject to the Mortgage, directly or
indirectly, for the payment of any amount required by the Mortgage Loan;
(d) There are no delinquent taxes which are due and payable, ground rents,
assessments or other outstanding charges affecting the related Mortgaged
Property;
(e) The terms of the note or other evidence of indebtedness (the "Mortgage
Note") of the related obligor (the "Mortgagor") and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by applicable law or is necessary to protect the interests of the
Purchaser, and which have been approved by the title insurer and the primary
mortgage insurer, as applicable, and copies of which written instruments are
included in the Mortgage File. No other instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole or
in part, from the terms thereof except in connection with an assumption
agreement, which assumption agreement is part of the Mortgage File and the terms
of which are reflected on the Mortgage Loan Schedule;
(f) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage Note or
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
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(g) All buildings upon the Mortgaged Property are insured by a generally
acceptable insurer pursuant to standard hazard policies conforming to the
requirements of Fannie Mae and Freddie Mac. All such standard hazard policies
are in effect and on the date of origination contained a standard mortgagee
clause naming the Seller and its successors in interest as loss payee and such
clause is still in effect. If the Mortgaged Property is located in an area
identified by the Federal Emergency Management Agency as having special flood
hazards under the Flood Disaster Protection Act of 1973, as amended, such
Mortgaged Property is covered by flood insurance by a generally acceptable
insurer in an amount not less than the requirements of Fannie Mae and Freddie
Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to
do so, authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;
(h) Any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with in all material
respects;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or
in part, or rescinded, and the Mortgaged Property has not been released from the
lien of the Mortgage, in whole or in part nor has any instrument been executed
that would effect any such satisfaction, release, cancellation, subordination or
rescission;
(j) The Mortgage Note and the related Mortgage are original and genuine and each
is the legal, valid and binding obligation of the maker thereof, enforceable in
all respects in accordance with its terms subject to bankruptcy, insolvency and
other laws of general application affecting the rights of creditors. All parties
to the Mortgage Note and the Mortgage had the legal capacity to enter into the
Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The
Mortgage Note and the Mortgage have been duly and properly executed by such
parties. The proceeds of the Mortgage Note have been fully disbursed and there
is no requirement for future advances thereunder;
(k) Immediately prior to the transfer and assignment to the Purchaser, the
Mortgage Note and the Mortgage were not subject to an assignment or pledge, and
the Seller had good and marketable title to and was the sole owner thereof and
had full right to transfer and sell the Mortgage Loan to the Purchaser free and
clear of any encumbrance, equity, lien, pledge, charge, claim or security
interest;
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(l) The Mortgage Loan is covered by an ALTA lender's title insurance policy or
other generally acceptable form of policy of insurance, with all necessary
endorsements, issued by a title insurer qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in clause (b) (1), (2) and (3) above) the Seller, its
successors and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan. Such title insurance policy
affirmatively insures ingress and egress and against encroachments by or upon
the Mortgaged Property or any interest therein. The Seller is the sole insured
of such lender's title insurance policy, such title insurance policy has been
duly and validly endorsed to the Purchaser or the assignment to the Purchaser of
the Seller's interest therein does not require the consent of or notification to
the insurer and such lender's title insurance policy is in full force and effect
and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's
title insurance policy, and no prior holder of the related Mortgage has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;
(m) To the Seller's knowledge, there is no default, breach, violation or event
of acceleration existing under the Mortgage or the related Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or event
permitting acceleration; and neither the Seller nor any prior mortgagee has
waived any default, breach, violation or event permitting acceleration;
(n) To the Seller's knowledge, there are no mechanics, or similar liens or
claims which have been filed for work, labor or material affecting the related
Mortgaged Property which are or may be liens prior to or equal to the lien of
the related Mortgage;
(o) To the Seller's knowledge, all improvements lie wholly within the boundaries
and building restriction lines of the Mortgaged Property (and wholly with the
project with respect to a condominium unit) and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which are insured
against by the title insurance policy referred to in clause (l) above and all
improvements on the property comply with all applicable zoning and subdivision
laws and ordinances;
(p) The Mortgage Loan is a "qualified mortgage" under Section 860(G)(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-2(a)(1);
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(q) The Mortgage Loan was originated by the Seller or by an eligible
correspondent of the Seller. The Mortgage Loan complies in all material respects
with all the terms, conditions and requirements of the Seller's underwriting
standards in effect at the time of origination of such Mortgage Loan. Except as
otherwise set forth on the Mortgage Loan Schedule, the Mortgage Loans were
originated with full or alternative documentation. The Mortgage Notes and
Mortgages are on uniform Fannie Mae/Freddie Mac instruments or are on forms
acceptable to Fannie Mae or Freddie Mac;
(r) The Mortgage Loan contains the usual and enforceable provisions of the
originator at the time of origination for the acceleration of the payment of the
unpaid principal amount if the related Mortgaged Property is sold without the
prior consent of the mortgagee thereunder. The Mortgage Loan has an original
term to maturity of not more than 30 years, with interest payable in arrears on
the first day of each month. Except as otherwise set forth on the Mortgage Loan
Schedule, the Mortgage Loan does not contain terms or provisions which would
result in negative amortization nor contain "graduated payment" features or
"buydown" features;
(s) To the Seller's knowledge, the Mortgaged Property at origination of the
Mortgage Loan was and currently is free of damage and waste and at origination
of the Mortgage Loan there was, and there currently is, no proceeding pending
for the total or partial condemnation thereof;
(t) The related Mortgage contains enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against
the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by
trustee's sale, and (2) otherwise by judicial foreclosure. To the Seller's
knowledge, there is no homestead or other exemption available to the Mortgagor
which would interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage;
(u) If the Mortgage constitutes a deed of trust, a trustee, duly qualified if
required under applicable law to act as such, has been properly designated and
currently so serves and is named in the Mortgage, and no fees or expenses are or
will become payable by the Purchaser to the trustee under the deed of trust,
except in connection with a trustees sale or attempted sale after default by the
Mortgagor;
(v) If required by the applicable processing style, the Mortgage File contains
an appraisal of the related Mortgaged Property made and signed prior to the
final approval of the mortgage loan application by an appraiser that is
acceptable to Fannie Mae or Freddie Mac and approved by the Seller. The
appraisal, if applicable, is in a form generally acceptable to Fannie Mae or
Freddie Mac;
(w) To the Seller's knowledge, each of the Mortgaged Properties consists of a
single parcel of real property with a detached single-family residence erected
thereon, or a two- to four-family dwelling, a townhouse, an individual
condominium unit in a condominium project, an individual unit in a planned unit
development or a proprietary lease on a cooperatively owned apartment and stock
in the related cooperative corporation. Any condominium unit or planned unit
development either conforms with applicable Fannie Mae or Freddie Mac
requirements regarding such dwellings or is covered by a waiver confirming that
such condominium unit or planned unit development is acceptable to Fannie Mae or
Freddie Mac or is otherwise "warrantable" with respect thereto. No such
residence is a mobile home or manufactured dwelling;
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(x) The ratio of the original outstanding principal amount of the Mortgage Loan
to the lesser of the appraised value (or stated value if an appraisal was not a
requirement of the applicable processing style) of the Mortgaged Property at
origination or the purchase price of the Mortgaged Property securing each
Mortgage Loan (the "Loan-to-Value Ratio") is not in excess of 95.00%. The
original Loan-to-Value Ratio of each Mortgage Loan either was not more than
80.00% or the excess over 80.00% is insured as to payment defaults by a primary
mortgage insurance policy issued by a primary mortgage insurer acceptable to
Fannie Mae and Freddie Mac;
(y) The Assignment of Mortgage is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;
(z) The Seller is either, and each Mortgage Loan was originated by, a savings
and loan association, savings bank, commercial bank, credit union, insurance
company or similar institution which is supervised and examined by a federal or
State authority, or by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to Section 203 and 211 of the National Housing Act;
(aa) The origination, collection and servicing practices with respect to each
Mortgage Note and Mortgage have been in all material respects legal, normal and
usual in the Seller's general mortgage servicing activities. With respect to
escrow deposits and payments that the Seller collects, all such payments are in
the possession of, or under the control of, the Seller, and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or other charges or
payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note; and
(bb) No fraud or misrepresentation of a material fact with respect to the
origination of a Mortgage Loan has taken place on the part of the Seller.
Section 7.03 Repurchase.
It is understood and agreed that the representations and warranties set forth in
Sections 7.01 and 7.02 shall survive the sale of the Mortgage Loans to the
Purchaser and delivery of the related Mortgage File to the Purchaser or its
designee and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment of
Mortgage or the examination of any Mortgage File. Upon discovery by either the
Seller or the Purchaser of a breach of any of the foregoing representations and
warranties which materially and adversely affects interests of the Purchaser or
its assignee in any Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other. If the substance of any representation or
warranty has been breached, the repurchase obligation set forth in the
provisions of this Section 7.03 shall apply notwithstanding any qualification as
to the Seller's knowledge. Following discovery or receipt of notice of any such
breach, the Seller shall either (i) cure such breach in all material respects
within 90 days from the date the Seller was notified of such breach or (ii)
repurchase such Mortgage Loan at the related Purchase Price; provided, however,
that 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; and provided further 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 earlier of the date the breach was discovered
or receipt of notice of any such breach. In the event that any such breach shall
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involve any representation or warranty set forth in Section 7.01 or those
relating to the Mortgage Loans or a portion thereof in the aggregate, and such
breach cannot be cured within ninety days of the earlier of either discovery by
or notice to the Seller of such breach, all Mortgage Loans affected by the
breach shall, at the option of the Purchaser, be repurchased by the Seller at
the Purchase Price or substituted for in accordance with this Section 7.03. If
the Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans
for a Deleted Mortgage Loan pursuant to this Section 7.03, the Seller shall
deliver to the Purchaser 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 6, and such other
documents and agreements as are required by Section 6, with the Mortgage Note
endorsed as required by Section 6. 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. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, the Seller shall be deemed to have made the
representations and warranties contained in this Agreement with respect to the
Qualified Substitute Mortgage Loan or Loans and that such Mortgage Loans so
substituted are Qualified Substitute Mortgage Loans as of the date of
substitution.
In the event of a repurchase by the Seller pursuant to this Section 7.03, the
Purchaser shall forward or cause to be forwarded the Mortgage File for the
related Mortgage Loan to the Seller, which shall include the Mortgage Note
endorsed without recourse to the Seller or its designee, an assignment in favor
of the Seller or its designee of the Mortgage in recordable form and acceptable
to the Seller in form and substance and such other documents or instruments of
transfer or assignment as may be necessary to vest in the Seller or its designee
title to any such Mortgage Loan. The Purchaser shall cause the related Mortgage
File to be forwarded to Seller immediately after receipt of the related Purchase
Price by wire transfer of immediately available funds to an account specified by
the Purchaser.
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 Purchaser or its assignee.
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Section 8. Notices. All demands, notices and communications hereunder shall be
in writing and shall be deemed to have been duly given when deposited, postage
prepaid, in the United States mail, if mailed by registered or certified mail,
return receipt requested, or when received, if delivered by private courier to
another party, at the related address shown on the first page hereof, or such
other address as may hereafter be furnished to the parties by like notice.
Section 9. Separability Clause. Any provision of this Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any
jurisdication shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdicition as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
Section 10. Counterparts; Entire Agreement. This Agreement may be executed
simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original, and all such counterparts shall constitute one and the same
instrument. This Agreement is the entire Agreement between the parties relating
to the subject matter hereof and supersedes any prior Agreement or
communications between the parties.
Section 11. Place of Delivery and Governing Law. This Agreement shall be deemed
in effect when counterparts hereof have been executed by each of the parties
hereto. This Agreement shall be deemed to have been made in the State of New
York. This Agreement shall be 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 the laws of the State of New York,
without giving effect to its conflict of law rules.
Section 12. Successors and Assigns; Assignment of Agreement. This Agreement
shall bind and inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns; provided that this Agreement may
not be assigned, pledged or hypothecated by the Seller to a third party without
the prior written consent of the Purchaser.
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Section 13. Waivers; Other Agreements. No term or provision of this Agreement
may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be
enforced.
Section 14. Survival. The provisions of this Agreement shall survive the Closing
Date and the delivery of the Mortgage Loans, and for so long thereafter as is
necessary (including, subsequent to the assignement of the Mortgage Loans) to
permit the parties to exercise their respective rights or perform their
respective obligations hereunder.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
date first above written.
GMAC MORTGAGE CORPORATION
By: /s/ Laura Reichel
--------------------------
Name: Laura Reichel
Title: Vice President
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
By: /s/ Patricia C. Taylor
-------------------------
Name: Patricia C. Taylor
Title: Vice President
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SCHEDULE I
----------
MORTGAGE LOAN SCHEDULE
See Exhibit E of Exhibit 10.1
Exhibit 10.3
Ambac Assurance Corporation
Ambac c/o CT Corporation Systems
Certificate Guaranty Insurance Policy 44 East Mifflin Street
Madison, Wisconsin 53703
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Insured Obligations: Policy Number:
GMACM Mortgage Loan Trust 2000-J1 AB0356BE
GMACM Mortgage Pass-Through Certificates,
Series 2000-J1, Class A-5
Premium:
As specified in the endorsement attached hereto.
Ambac Assurance Corporation (Ambac) A Wisconsin Stock Insurance Company in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.
Ambac will make such payments to the Trustee from its own funds on the later of
(a) one (1) Business Day following notification to Ambac of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to Ambac, transferring to Ambac
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. Ambac shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, Ambac shall have no further obligation hereunder in respect
of such Insured Amounts.
In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from Ambac to the extent of such recovery if sufficient
funds are not otherwise available.
This Policy is noncancelable Table by Ambac for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of Ambac, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, Ambac hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to Ambac, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.
In witness whereof, Ambac has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon Ambac by virtue
of the countersignature of its duly authorized representative.
/s/ Phillip B. Lassiter /s/ Stephen D. Cooke
President Secretary
/s/ Jeffery D. Nabi
Effective Date: April 28, 2000 Authorized Representative
<PAGE>
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy No. AB0356BE April 28, 2000
issued to:
Norwest Bank Minnesota, National As-
sociation, as Trustee for the Holders of
the GMACM Mortgage Pass-Through
Certificates, Series 2000-J1, Class A-5
For all purposes of this Policy, the following terms shall have the
following meanings:
"Accrued Certificate Interest" has the meaning set forth in the Agreement;
provided, however, that for all purposes of this Policy, Accrued Certificate
Interest on the Class A-5 Certificates shall include any Prepayment Interest
Shortfalls and any shortfalls resulting from the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation allocated to the Class
A-5 Certificates (but only to the extent that such amounts are not offset by
Compensating Interest paid by the Servicer or withdrawals from the Insured
Reserve Fund).
"Agreement" shall mean the Pooling and Servicing Agreement, dated as of
April 28, 2000, between Residential Asset Mortgage Products, Inc., as the
Company, GMAC Mortgage Corporation, as Servicer, and Norwest Bank Minnesota,
National Association, as Trustee, as such Agreement may be amended, modified or
supplemented from time to time as set forth in the Agreement, provided that any
such amendment, modification or supplement shall have been approved in writing
by the Insurer.
"Business Day" shall mean any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the States of New York,
Pennsylvania, Minnesota or Maryland are authorized or obligated by law or
executive order to be closed.
"Certificate Guarantee Insurance Policy" or "Policy" shall mean this
Certificate Guaranty Insurance Policy together with each and every endorsement
hereto.
"Class A-5 Certificates" shall mean any one of the Certificates designated
as a Class A-5 Certificate, substantially in the form set forth in Exhibit A-1
to the Agreement.
"Distribution Date" shall mean the 25th day of any month (or if such 25th
day is not a Business Day, the first Business Day immediately following)
beginning with the First Distribution Date.
"Due for Payment" shall mean with respect to any Insured Amounts, such
amount that is due and payable pursuant to the terms of the Agreement on the
related Distribution Date.
"First Distribution Date" shall mean May 25, 2000.
"Guaranteed Distributions" shall mean, with respect to the Class A-5
Certificates as of any Distribution Date (after application of amounts in the
Insured Reserve Fund and any Compensating Interest allocated to the Class A-5
Certificates), the distribution to be made to the Holders of the Class A-5
Certificates in an aggregate amount equal to the sum of (1) the Accrued
Certificate Interest thereon, (2) the principal portion of any Realized Losses
allocated to the Class A-5 Certificates on such Distribution Date, and (3) the
Certificate
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Principal Balance of the Class A-5 Certificates to the extent unpaid on the
final Distribution Date or earlier termination of the Trust Fund pursuant to the
terms of the Agreement.
"Holder" shall mean any person who is the registered owner or beneficial
owner of any Class A-5 Certificate.
"Indemnification Agreement" shall mean the Indemnification Agreement, dated
as of April 19, 2000, among Residential Asset Mortgage Products, Inc., as
Depositor, GMAC Mortgage Corporation, and Ambac Assurance Corporation, as such
Agreement may be amended, modified or supplemented from time to time.
"Insured Amounts" shall mean, with respect to any Distribution Date, the
Guaranteed Distributions for such Distribution Date.
"Insured Payments" shall mean, with respect to any Distribution Date, the
aggregate amount actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.
"Insurer" shall mean Ambac Assurance Corporation, or any successor thereto,
as issuer of the Certificate Guaranty Insurance Policy.
"Nonpayment" shall mean, with respect to any Distribution Date, an Insured
Amount which is Due for Payment but has not been and will not be paid in respect
of such Distribution Date pursuant to the Agreement.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Trustee specifying the Insured Amount which shall be
due and owing on the applicable Distribution Date.
"Trustee" shall mean Norwest Bank Minnesota, National Association, or its
successor-in-interest, in its capacity as trustee under the Agreement, or if any
successor trustee or any co-trustee shall be appointed as provided therein, then
"Trustee" shall also mean such successor trustee or such co-trustee, as the case
may be, subject to the provisions thereof.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement as of the date of execution of the
Policy, without giving effect to any subsequent amendment to or modification of
the Agreement unless such amendment or modification has been approved in writing
by the Insurer.
As provided by the Policy, the Insurer will pay any amount payable
hereunder no later than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Insured Amount is due or the Business Day
following receipt in New York, New York on a Business Day by the Insurer of a
Notice; provided that, if such Notice is received after 12:00 noon, New York
City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice is not in proper form or is otherwise
insufficient for the purpose of making a claim under the Policy, it shall be
deemed not to have been received for purposes of this paragraph, and the Insurer
shall promptly so advise the Trustee and the Trustee may submit an amended
Notice.
The Insurer hereby agrees that it shall be subrogated to the rights of
Holders by virtue of any previous payment under this Policy provided that no
recovery of such payment will occur unless the full amount of the Holders'
allocable distributions for such Distribution Date can be made. In so doing, the
Insurer does not waive its rights to seek full payment of all amounts owed to it
under the Agreement.
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The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy on each Distribution Date as
provided in Section 4.02(a) of the Agreement, beginning with the First
Distribution Date, in an amount, with respect to each Distribution Date, equal
to the Insurance Premium (as defined in the Agreement).
The Policy to which this Endorsement is attached and of which it forms a
part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of the
Insurer. The Policy is further hereby amended, to the extent necessary, to
clarify that the reference to "loss of any prepayment or any other acceleration
payment" in the fourth paragraph of the face of the Policy does not refer to
that portion of any shortfall, if any, in interest on any mortgage loan in any
month in which such mortgage loan is paid prior to its stated maturity.
This Policy does not cover shortfalls, if any, attributable to the
liability of the Trust Fund, the REMIC or the Trustee for withholding taxes, if
any (including interest and penalties in respect of any such liability) or any
other taxes, withholding or other charge imposed by any governmental authority.
Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is issued under and pursuant to, and shall be construed under,
the laws of the State of New York (without giving effect to the conflict of laws
provisions thereof).
IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this Endorsement
to the Policy to be signed by its duly authorized officers.
First Vice President Assistant Secretary
/s/ Jeffery D. Nabi /s/ Melissa L. Velie
- -------------------- ---------------------
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EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0356BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date:[ ]
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No. AB0356BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Agreement, as the case may be, unless the context
otherwise requires.
The Trustee hereby certifies as follows:
1. The Trustee is the Trustee under the Agreement for the Holders.
2. The relevant Distribution Date is [date].
3. Payment on the Class A-5 Certificates in respect of the Distribution Date
is due to be received on ________________________ under the Agreement, in
an amount equal to $____________.
4. There is a shortfall of $_____________ in a Guaranteed Distribution in
respect of the Class A-5 Certificates, which amount is an Insured Amount
pursuant to the terms of the Agreement.
5. The Trustee has not heretofore made a demand for the Insured Amount in
respect of the Distribution Date.
6. The Trustee hereby requests the payment of the Insured Amount that is Due
for Payment be made by Ambac under the Policy and directs that payment
under the Policy be made to the following account by bank wire transfer of
federal or other immediately available funds in accordance with the terms
of the Policy to:
______________________ Trustee's account number.
<PAGE>
7. The Trustee hereby agrees that, following receipt of the Insured Amount
from Ambac, it shall (a) hold such amounts in trust and apply the same
directly to the distribution of payment on the Class A-5 Certificates when
due; (b) not apply such funds for any other purpose; (c) deposit such funds
to the Ambac Policy Payments Account and not commingle such funds with
other funds held by the Trustee and (d) maintain an accurate record of such
payments with respect to each Class A-5 Certificate and the corresponding
claim on the Policy and proceeds thereof.
[Name of Trustee]
By:___________________________
Title:_________________________
(Officer)
