-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MUcq2YU3al19sVG3xj6uVuUMZlICsim97q0JheWPz4Dof+eERx4tQWJKhJcKxz2h 3sotBKU7swXd/tmk/hAeqQ== 0001068238-00-000196.txt : 20000512 0001068238-00-000196.hdr.sgml : 20000512 ACCESSION NUMBER: 0001068238-00-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000428 ITEM INFORMATION: FILED AS OF DATE: 20000511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESIDENTIAL ASSET MORTGAGE PRODUCTS INC CENTRAL INDEX KEY: 0001099391 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 411955181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-91561 FILM NUMBER: 625985 BUSINESS ADDRESS: STREET 1: 8400 NORMANDALE LAKE BLVD STREET 2: SUITE 600 CITY: BLOOMINGTON STATE: MN ZIP: 55437 BUSINESS PHONE: 6128327000 MAIL ADDRESS: STREET 1: 8400 NORMANDALE LAKE BLVD SUITE 600 CITY: BLOOMINGTON STATE: MN ZIP: 55437 8-K 1 FORM 8-K ----------------------------------------------------------------- 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 ---------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (612) 832-7000 ----- -------- (Former name or former address, if changed since last report) Exhibit Index located on Page 4 ----------------------------------------------------------------- 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. ------------------------------------------------------------------ (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. 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 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. EX-1 2 POOLING AND SERVICING AGREEMENT EXHIBIT 10.1 EXECUTION COPY =================================================================== 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 =================================================================== 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 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 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 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 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. The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder. Aggregate Initial Certificate Standard & Pass-Through Principal Maturity Poor's / Minimum Designation Rate Balance Features(1) Date Fitch IBCA Denominations(2) - ------------ ------------ ----------- ------------------- ---------------- ---------- --------------- 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
The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $256,338,579.67. - ----------------- 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 In consideration of the mutual agreements herein contained, the Company, the Servicer and the Trustee agree as follows: 3 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 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 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 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 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 8 (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). 9 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, 10 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. 11 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. 12 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 13 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 14 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 15 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. 16 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 17 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. 18 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 19 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. 20 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 21 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 22 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. 23 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 24 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. 25 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 26 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 27 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. 28 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. 29 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%, 30 respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate Certificates, and (ii) that for any Distribution Date on which the Senior Percentage is greater than the Senior Percentage as of the Closing Date, the Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the related Senior Certificates (other than the Class PO Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificate: Any one of the Class A 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 31 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. 32 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 33 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 34 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. 35 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. 36 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; 37 (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; 38 (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 39 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. 40 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 41 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 42 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 43 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; 44 (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 45 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 46 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. 47 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 48 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. 49 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 50 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 51 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). 52 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 53 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. 54 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 55 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 56 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 57 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 58 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 59 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. 60 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 61 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 62 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. 63 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 64 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. 65 (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 66 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 67 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. 68 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 69 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 70 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; 71 (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; 72 (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 73 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 74 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 75 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 76 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 77 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, 78 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. 79 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 80 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 81 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. 82 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 83 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 84 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 85 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 86 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 87 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 88 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. 89 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 90 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 91 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. 92 (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) 93 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 94 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 95 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. 96 (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 97 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. 98 (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. 99 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 100 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 101 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. 102 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 103 (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 104 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 105 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. 106 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 107 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 108 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 109 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; 110 (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 111 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. 112 (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 113 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. 114 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. 115 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. 116 (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 117 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. 118 (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. 119 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 120 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 121 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 122 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. 123 (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. 124 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 125 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 126 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 127 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 128 (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. 129 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 130 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 131 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, 132 (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). 133 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. 134 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 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] 136 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 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 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 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 A-2 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 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 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 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 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 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 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 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 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 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 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 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________(Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within GMACM Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_____________________________ ________________________________________________________________________________ _____________________________________ Dated: Signature by or on behalf of assignor _____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________________________ for the account of _________________________ account number_______________, or, if mailed by check, to ____________________________________ Applicable statements should be mailed to _______________. This information is provided by __________, the assignee named above, or ________________________, as its agent. EXHIBIT A-3 FORM OF CLASS PO CERTIFICATE SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986. [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 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 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 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 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 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________(Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within GMACM Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_____________________________ ________________________________________________________________________________ _____________________________________ Dated: Signature by or on behalf of assignor _____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________________ for the account of _________________________ account number_______________, or, if mailed by check, to ___________________________________ Applicable statements should be mailed to _______________. This information is provided by ____________, the assignee named above, or ________________________, as its agent. EXHIBIT 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 B-1 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 B-2 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, B-3 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 B-4 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 B-5 Company, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The obligations created by the Agreement in respect of the Certificates and the Trust Fund created thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the purchase by the Servicer from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans, thereby effecting early retirement of the Certificates. The Agreement permits, but does not require, the Servicer to (i) purchase at a price determined as provided in the Agreement all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the Certificates from the Holders thereof; provided, that any such option may only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of any such purchase are distributed is less than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. B-6 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 B-7 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________(Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within GMACM Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_____________________________ _______________________________________________________________________________ _____________________________________ Dated: Signature by or on behalf of assignor ____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to __________________________________________ for the account of _________________________ account number_______________, or, if mailed by check, to ___________________________________ Applicable statements should be mailed to _______________. This information is provided by _______________________, the assignee named above, or ________________________, as its agent. 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. C-1 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 C-2 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 C-3 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 C-4 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 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 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________(Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within GMACM Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_____________________________ _____________________________________________________________________________ _____________________________________ Dated: Signature by or on behalf of assignor _____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________________ for the account of _________________________ account number_______________, or, if mailed by check, to ___________________________________ Applicable statements should be mailed to _______________. This information is provided by ________________, the assignee named above, or ________________________, as its agent. EXHIBIT 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 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 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 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 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 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 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ___________________________________(Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within GMACM Mortgage Pass-Through Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:_____________________________ ________________________________________________________________________________ _____________________________________ Dated: Signature by or on behalf of assignor ______________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________ ________________________________ for the account of _________________________ account number_______________, or, if mailed by check, to _____________________________________ Applicable statements should be mailed to _______________. This information is provided by _________________, the assignee named above, or ________________________, as its agent. EXHIBIT E MORTGAGE LOAN SCHEDULE LOAN_ID ADDRESS CITY NAME DOCTYPE OCCTYPE PROPTYPE ORIGINAL CURRENT BALANCE BALANCE 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 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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 500923404 8.500 74.81 FL 33414 N 20000131 20000301 2272.14 20000301 500925508 8.125 77.16 CO 80482 N 20000128 20000301 2428.71 20000401 500945605 8.375 61.86 CA 92625 N 20000112 20000201 2933.88 20000301 500948104 8.000 80.00 TX 76712 N 20000110 20000301 2353.92 20000301 500951504 7.750 79.94 CA 95687 N 19991216 20000201 2056.11 20000401 500955307 7.750 78.21 CT 6443 N 20000201 20000401 2252.41 20000401 500965603 7.750 75.00 TX 77027 N 20000118 20000301 3546.25 20000301 500969100 7.750 65.00 HI 96707 N 20000107 20000301 1397.01 20000301 500979802 8.250 52.85 CA 92625 N 20000125 20000301 4883.24 20000401 500980602 8.000 79.99 CA 90266 N 20000120 20000301 2934.70 20000301 500981204 8.125 80.00 FL 32708 N 20000131 20000301 2286.90 20000401 500985007 7.375 80.00 MI 48323 N 20000106 20000301 2201.88 20000301 500989306 8.500 70.00 TX 75234 N 19991229 20000201 845.04 20000401 501012009 8.000 71.71 FL 33134 N 20000112 20000301 2157.27 20000301 501015101 7.750 64.52 TX 75028 N 20000128 20000301 2149.24 20000301 501029102 8.000 90.00 CO 80122 N 20000131 20000301 2443.44 20000301 501030100 8.750 76.56 CO 80482 N 20000210 20000401 2264.13 20000401 501035109 7.625 79.99 CT 6488 N 20000128 20000301 2071.72 20000301 501071104 7.625 50.00 CA 92887 N 20000119 20000301 2704.07 20000401 501071807 8.000 74.52 MS 39452 N 20000125 20000301 2157.27 20000301 501092100 8.000 80.00 CA 92627 N 20000121 20000301 2166.08 20000301 501112106 8.500 67.85 CO 80482 N 20000310 20000501 2555.87 20000401 501171607 8.250 62.84 CA 92660 N 20000217 20000401 3230.45 20000301 501172902 8.250 79.99 CA 92602 N 20000201 20000401 2335.32 20000401 501202303 8.125 79.45 CO 80428 N 20000211 20000401 2153.25 20000301 501207401 8.375 80.00 IL 60010 N 20000222 20000401 3228.79 20000401 501208300 8.875 75.00 NJ 7421 N 20000306 20000501 3431.22 20000401 501233308 8.250 90.00 GA 30019 N 20000131 20000301 2802.98 20000301 501262000 8.250 80.00 TX 78746 N 20000210 20000401 3714.27 20000301 501267702 8.000 76.73 IN 46038 N 20000131 20000301 2641.56 20000401 501272306 8.250 95.00 CA 92869 Y 20000119 20000301 2569.34 20000301 501296503 7.875 76.00 CT 6525 N 20000218 20000401 3725.05 20000301 501296800 8.125 77.00 NY 11569 N 20000211 20000401 2286.90 20000301 501310908 8.250 80.00 CA 92886 N 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95.00 CA 92618 N 20000222 20000401 2468.10 20000401 501480909 8.625 76.52 CA 90278 N 20000209 20000301 2440.32 20000301 501497903 8.625 60.89 MA 1921 N 20000315 20000501 3500.06 20000401 501500003 7.750 90.00 CA 94587 N 20000127 20000301 2450.13 20000401 501526404 8.375 80.00 TX 75070 N 20000125 20000301 3283.52 20000401 501530208 8.000 79.44 CA 91304 Y 20000127 20000301 3118.50 20000301 501539506 8.375 67.67 CO 80482 N 20000315 20000501 2314.04 20000401 501544803 7.875 80.00 IL 60302 N 20000131 20000301 2407.24 20000301 501569800 8.125 95.00 TX 75068 N 20000211 20000401 2468.81 20000301 501583504 7.875 80.00 NE 68135 N 20000310 20000501 1960.23 20000401 501593107 8.375 76.80 CO 80482 N 20000215 20000401 2190.15 20000301 501647804 8.500 80.00 TX 75205 N 20000202 20000301 2460.53 20000401 501650303 8.875 90.00 WA 98029 N 20000207 20000401 2047.99 20000301 501650709 8.500 80.00 NY 10306 N 20000321 20000501 2958.78 20000401 501661409 7.750 69.57 MI 48323 N 20000317 20000501 2292.52 20000401 501664106 7.750 79.98 MI 48439 N 20000216 20000401 2157.84 20000301 501704605 8.375 80.00 TN 37064 N 20000204 20000301 2128.21 20000301 501705206 7.750 50.00 CT 6117 N 20000208 20000401 2149.24 20000401 501724504 8.375 77.55 CO 80482 N 20000310 20000501 2887.82 20000401 501757801 8.250 75.00 CO 80482 N 20000211 20000401 3285.52 20000301 501765101 9.250 90.00 NH 3079 N 20000321 20000501 2310.08 20000401 501824601 8.500 60.26 CO 80482 N 20000321 20000501 2622.00 20000401 501944904 8.875 75.49 CO 80482 N 20000217 20000401 3182.58 20000301 502070600 8.625 53.85 IL 60091 N 20000310 20000501 2722.27 20000401 502103401 8.750 80.00 FL 33327 N 20000320 20000501 2822.75 20000401 502143506 8.875 70.00 CT 6830 N 20000315 20000501 3703.73 20000401 502316805 9.500 80.00 NH 3254 N 20000317 20000501 3195.25 20000401 502336407 8.625 67.45 CO 80482 N 20000309 20000501 2893.31 20000401 502434301 8.500 77.28 CO 80482 N 20000314 20000501 2613.85 20000401 600010578 7.625 78.27 CA 92008 N 19990714 19990901 2088.00 20000301 600011509 8.125 80.00 CA 93035 N 19990805 19991001 2227.50 20000301 600013100 8.375 95.00 PA 18045 N 19991115 20000101 2130.10 20000301 600013925 8.125 80.00 CA 95762 N 19991015 19991201 2061.17 20000301 600014188 8.125 80.00 NY 10549 N 19991201 20000101 2491.08 20000301 600015707 8.125 75.00 CA 90266 N 19990901 19991101 5707.95 20000301 600015711 7.750 95.00 CA 92831 N 19990910 19991101 2041.06 20000301 600015828 8.375 80.00 MA 1867 N 19991110 20000101 2204.21 20000401 600015908 7.875 76.91 CA 90065 N 19990825 19991001 2389.91 20000301 600016759 7.875 78.72 CA 90505 N 19990922 19991101 2146.21 20000401 600016764 7.750 72.37 CA 92590 N 19990920 19991101 1970.14 20000301 600016772 8.625 84.32 OR 97201 N 19990927 19991101 2312.37 20000301 600017006 7.875 79.53 CA 92128 N 19990817 19991001 2075.88 20000301 600017020 7.875 75.00 CA 92606 N 19990915 19991101 2990.92 20000301 600017122 7.750 79.74 CA 94533 N 19991001 19991201 2636.40 20000301 600017129 7.625 94.91 CA 91343 N 19990524 19990701 1847.35 20000301 600017130 7.500 80.00 GA 30066 N 19990625 19990801 1957.81 20000301 600017137 7.625 80.00 CA 92887 N 19990714 19990901 2123.39 20000301 600017139 8.250 79.95 CA 91326 N 19990618 19990801 2336.44 20000301 600017140 7.875 70.40 NY 10506 N 19990825 19991001 1914.19 20000301 600017142 8.000 95.00 CA 92612 N 19990824 19991001 1882.11 20000301 600017144 7.625 73.83 CA 90742 N 19990907 19991101 3135.53 20000301 600017226 7.625 80.00 CA 94903 N 19990601 19990801 2349.88 20000401 600017229 7.750 80.00 CA 92618 N 19991004 19991201 2383.51 20000301 600017235 8.000 95.00 WV 26003 N 19990817 19991001 2091.23 20000301 600017239 7.625 75.14 CA 92374 N 19990618 19990801 1967.67 20000301 600017253 8.000 80.00 CA 91320 N 19990818 19991001 3081.82 20000301 600017268 7.875 49.38 CA 91741 N 19990927 19991101 2900.28 20000301 600017284 7.750 63.62 CA 93463 N 19991001 19991201 2242.38 20000301 600017384 7.625 90.00 NY 11743 N 19990816 19991001 2293.26 20000301 600017461 7.750 80.00 CA 91711 N 19991001 19991201 3981.11 20000301 600017481 7.750 79.99 CA 91364 N 19991004 19991201 1861.96 20000301 600017482 7.750 79.43 CA 90503 N 19991001 19991201 2190.79 20000301 600017485 7.750 75.71 CA 90505 N 19991004 19991201 1898.50 20000301 600017486 7.750 76.19 CA 90245 N 19990920 19991101 2865.65 20000301 600017489 7.750 80.00 CA 94132 N 19991005 19991201 2091.93 20000401 600017624 8.000 78.43 CA 95124 N 19990903 19991101 2935.06 20000401 600017625 7.750 80.00 CA 90731 N 19990930 19991101 1891.33 20000301 600017710 7.750 87.12 CA 92683 N 19991005 19991201 2059.69 20000301 600017954 6.875 82.50 PA 17033 N 19990409 19990601 1734.30 20000401 600017992 8.250 74.78 CA 94587 N 19991004 19991201 2162.90 20000301 600018390 7.625 75.38 PA 19067 N 19991119 20000101 2130.46 20000301 600019338 8.750 80.00 TX 79110 N 19991215 20000201 849.64 20000301 600019426 7.500 71.43 PA 19425 N 19991210 20000201 5244.11 20000301 600019449 7.500 74.99 DE 19930 N 19991208 20000201 2824.41 20000301 600020016 8.875 80.00 PA 18966 N 19991124 20000101 3659.97 20000401 600020234 8.000 94.99 TX 77062 N 19991210 20000201 1899.35 20000301 600020392 7.875 95.00 TX 75024 N 19991214 20000201 1942.46 20000301 600020492 8.250 95.00 AZ 85254 N 19991119 20000101 927.81 20000301 600020538 7.500 80.00 PA 18966 N 19991124 20000101 2030.52 20000301 600021307 8.125 80.00 NJ 8243 N 19991217 20000201 2227.49 20000401 600021322 8.500 80.00 PA 18974 N 19991216 20000201 2768.09 20000301 600021376 8.250 85.00 FL 33498 N 19991216 20000201 3372.44 20000301 600021662 8.125 74.99 NC 27615 N 20000202 20000401 1929.38 20000401 600021743 9.000 70.00 GA 31558 N 20000105 20000301 6257.55 20000301 600022245 8.000 90.00 NJ 8088 N 19991119 20000101 2113.24 20000301 600022384 8.000 73.33 CT 6062 N 20000126 20000301 2017.85 20000301 600022495 8.250 80.00 PA 19066 N 20000127 20000301 2524.26 20000401 600022787 8.500 80.00 FL 32746 N 20000118 20000301 3444.73 20000301 600023157 8.250 80.00 NJ 7040 N 19991201 20000101 2614.41 20000301 600023221 7.625 80.00 NJ 7059 N 19991229 20000201 1913.87 20000301 600023226 8.250 85.00 NJ 7922 N 19991210 20000201 2394.66 20000301 600023229 7.625 80.00 NJ 8540 N 20000107 20000301 1981.82 20000401 600023230 8.000 80.00 NJ 8822 N 19991217 20000201 3022.52 20000401 600023231 8.125 90.00 NJ 8019 N 19991217 20000201 2205.22 20000301 600023233 7.500 79.99 VA 22312 N 19991230 20000201 2594.79 20000301 600023234 7.625 70.00 NJ 7481 N 19991214 20000201 2477.28 20000301 600023235 8.125 79.98 VA 20147 N 19991201 20000101 2061.91 20000301 600023295 8.375 76.29 FL 32836 N 20000222 20000401 2128.20 20000401 600025316 8.250 75.00 HI 96825 N 19991223 20000301 4732.98 20000301 650142902 7.750 68.75 CA 92869 N 19990218 19990401 1970.14 20000301 651177973 7.625 77.32 CA 92679 N 19990513 19990701 2654.23 20000301 651192138 7.875 90.00 OH 43004 N 19991020 19991201 2884.33 20000401 651195829 9.375 24.10 CO 80906 N 19990810 19991001 831.75 20000401 651204514 7.750 80.00 NJ 8816 N 19990826 19991001 2349.84 20000401 651205462 7.750 79.98 PA 19475 N 19991001 19991101 2592.70 20000301 651207056 8.000 76.01 CA 90720 N 19990811 19991001 2348.05 20000301 651207994 7.750 76.00 CA 91103 N 19991109 20000101 3811.32 20000301 651209258 7.875 71.15 CO 80919 N 19991110 20000101 2682.76 20000301 651211465 7.875 80.00 CA 90056 N 19991104 20000101 2117.21 20000301 651217872 8.250 79.79 CA 92677 N 20000113 20000301 2727.10 20000301 651220154 7.875 80.00 CA 91321 N 19991210 20000201 2041.80 20000301 651224430 8.375 80.00 CA 90815 N 20000201 20000401 2736.27 20000401 651224635 7.875 87.95 CA 92064 N 19991017 19991201 2327.48 20000301 651225105 7.875 89.99 CA 91381 N 19991014 19991201 1932.31 20000301 651225319 7.750 80.00 CA 91709 N 19991101 20000101 1985.90 20000401 651227757 7.750 80.00 CA 95129 N 19991108 20000101 2722.37 20000401 651227908 8.000 80.00 CA 90808 N 19991026 19991201 1878.44 20000401 651229127 7.750 80.00 CA 91367 N 19991013 19991201 2017.42 20000301 651231748 7.750 79.98 CA 94005 N 19991012 19991201 2142.08 20000301 651232580 7.750 72.70 CA 90275 N 19991014 19991201 1892.05 20000301 651234204 7.875 83.78 FL 33158 N 19991112 20000101 2247.72 20000401 651234695 7.875 55.10 CA 93460 N 19991109 20000101 1957.69 20000301 651235110 7.875 75.00 TX 79932 N 19991013 19991201 2392.73 20000301 651237091 7.750 76.81 CA 91773 N 19991101 20000101 1898.50 20000301 651239354 7.750 79.17 NJ 7044 N 19991029 19991201 2041.78 20000401 651239447 7.875 80.00 CA 92672 N 19991229 20000201 2697.26 20000401 651239490 7.875 90.00 CA 91326 N 19991019 19991201 1957.69 20000301 651239504 8.000 76.47 CA 94112 N 19991022 19991201 2384.74 20000301 651239523 7.750 80.00 NY 12588 N 19991022 19991201 2407.15 20000401 651241105 7.750 94.98 CA 91720 N 19991008 19991201 2104.82 20000301 651241459 7.750 85.00 CA 91362 N 19991020 19991201 2002.51 20000401 651241888 7.750 77.13 CA 92620 N 19991004 19991201 2149.24 20000301 651242128 7.875 74.86 NY 10016 N 19991123 20000101 1899.69 20000301 651242274 7.875 90.00 NJ 7302 N 20000202 20000401 2319.86 20000301 651242446 7.750 80.00 CA 91320 N 19991008 19991201 2778.97 20000301 651242991 8.125 75.00 NJ 7030 N 19991230 20000201 3341.24 20000301 651242999 7.750 80.00 CA 94568 N 19991006 19991201 2579.09 20000301 651243135 7.875 80.00 CA 92019 N 19991101 20000101 2044.70 20000301 651244065 8.250 80.00 IL 60605 N 19991028 19991201 2151.63 20000301 651245764 7.750 80.00 CA 91324 N 19991013 19991201 2206.55 20000401 651246184 7.625 52.44 CA 90290 N 19991108 20000101 2709.44 20000301 651246352 7.875 80.00 CA 91773 N 19991006 19991201 2610.25 20000301 651246362 7.750 79.99 CA 90049 N 19991019 19991201 4413.82 20000301 651246431 7.875 80.00 CA 96161 N 19991006 19991201 2523.25 20000301 651247770 7.875 80.00 CA 90405 N 19991101 20000101 2233.22 20000301 651248050 7.875 80.00 CA 91719 N 19991025 19991201 1959.14 20000301 651248122 7.875 80.00 CA 92103 N 19991014 19991201 1885.19 20000301 651251872 8.125 80.00 NY 11040 N 20000113 20000301 2301.75 20000301 651252042 8.500 89.02 MD 21015 N 19991021 19991201 2337.50 20000301 651252271 7.875 88.89 CA 92648 N 19991006 19991201 2900.28 20000401 651252400 8.250 80.00 CA 94116 N 20000103 20000301 2554.31 20000301 651252628 8.125 70.00 CO 81301 N 19991220 20000201 3898.12 20000301 651253021 7.875 58.94 CA 92131 N 19991201 20000201 2102.71 20000301 651253234 7.875 80.00 CA 91011 N 19991019 19991201 2417.10 20000301 651253269 7.500 80.00 NY 10024 N 19991027 19991201 1985.77 20000301 651253317 7.875 80.00 MS 39759 N 19991018 19991201 2030.20 20000301 651253584 7.750 78.40 TX 78645 N 19991013 19991201 2106.26 20000301 651253653 7.750 80.00 CA 92886 N 19991005 19991201 1962.97 20000301 651254125 7.750 90.00 CA 92808 N 19991027 19991201 2023.48 20000401 651254341 8.125 94.98 CA 95138 N 19991203 20000201 2082.71 20000301 651254389 8.125 68.97 CA 95032 N 19991028 19991201 2969.99 20000301 651254777 7.875 66.09 CA 92607 N 19991104 20000101 2755.27 20000301 651254824 7.875 80.00 CA 92808 N 19991011 19991201 2146.21 20000301 651255131 7.750 80.00 CA 92373 N 19991110 20000101 2177.90 20000301 651255262 7.875 90.00 CA 91362 N 19991203 20000101 2512.37 20000301 651255356 7.875 80.00 CA 92677 N 19991013 19991201 2784.27 20000301 651255585 7.750 72.83 CA 94550 N 19990924 19991101 2399.99 20000401 651256337 8.125 80.00 KY 40502 N 19991115 20000101 2212.65 20000301 651256499 7.875 79.83 CA 94566 N 19991110 20000101 2018.60 20000301 651256530 7.750 80.00 CA 90275 N 19991015 19991201 3794.12 20000401 651256532 7.750 79.09 CA 91740 N 19991006 19991201 2736.70 20000301 651256624 7.750 72.97 CA 91361 N 19991006 19991201 3868.63 20000401 651256750 7.875 80.00 NY 11709 N 19991117 20000101 3045.30 20000301 651256859 7.875 80.00 CA 95121 N 19991109 20000101 3392.97 20000301 651257128 8.000 80.00 IN 47203 N 19991104 20000101 2113.25 20000301 651257432 7.875 79.98 CA 90740 N 19991117 20000101 2120.83 20000401 651257751 7.875 70.00 CA 90275 N 19991013 19991201 2664.64 20000301 651257755 7.750 35.00 CA 92681 N 19991101 20000101 2722.37 20000301 651257815 7.875 94.98 CA 93551 N 19991102 20000101 1976.54 20000301 651257942 7.500 80.00 NJ 7076 N 19991124 20000101 2444.46 20000401 651258077 7.875 80.00 NJ 7926 N 19991022 19991201 1885.19 20000301 651258271 7.750 77.65 CA 91501 N 19991011 19991201 2364.17 20000301 651258397 7.875 88.52 CA 91042 N 20000101 20000301 1957.69 20000301 651258547 8.000 88.46 CA 92688 N 19991020 19991201 2531.49 20000301 651258574 7.750 80.00 NJ 7044 N 19991022 19991201 2000.23 20000301 651258615 7.750 90.00 MA 2339 N 19991008 19991201 4062.06 20000301 651259089 7.875 90.91 VA 20171 N 19991006 19991201 1812.68 20000301 651259393 7.750 77.14 CA 91007 N 19991019 19991201 1934.32 20000301 651259848 7.750 75.00 CA 92128 N 19991006 19991201 2149.24 20000301 651260052 7.500 76.92 PA 19002 N 19991018 19991201 3146.47 20000301 651260388 7.875 80.00 CA 91007 N 19991013 19991201 2227.42 20000401 651260749 7.750 80.00 CA 92782 N 19991015 19991201 2722.37 20000301 651260897 7.875 75.00 CA 92648 N 19991004 19991201 2610.25 20000301 651260961 7.750 72.60 CA 91741 N 19991012 19991201 3796.99 20000301 651261125 8.000 80.00 NY 11234 N 20000117 20000301 2124.99 20000301 651261360 7.875 63.49 CA 90024 N 19991005 19991201 2900.28 20000401 651261446 7.875 95.00 NJ 7030 N 19991130 20000101 2135.33 20000301 651261455 7.750 80.00 CA 94539 N 19991026 19991201 2200.82 20000301 651261475 7.625 62.70 CA 92821 N 19991101 20000101 2052.61 20000301 651261709 7.750 90.00 CA 90042 N 19991014 19991201 2508.16 20000301 651261802 8.000 65.00 CA 92663 N 19991022 19991201 5246.42 20000301 651262001 7.750 80.00 CA 94539 N 19991012 19991201 1937.18 20000301 651262250 7.875 80.00 CA 91709 N 19991110 20000101 2128.81 20000301 651262312 7.875 80.00 CA 95118 N 19991101 20000101 2012.80 20000301 651262354 7.875 79.89 CA 94550 N 19991028 20000101 1957.69 20000301 651262565 7.875 80.00 CA 94028 N 19991021 19991201 3915.38 20000301 651262613 7.875 61.00 CA 94507 N 19991011 19991201 3538.34 20000301 651262689 7.875 80.00 CA 91711 N 19991201 20000201 3770.37 20000301 651262748 7.875 66.97 HI 96740 N 19991117 20000101 3204.81 20000301 651262875 7.875 73.78 CA 92691 N 19991006 19991201 2407.24 20000301 651263056 8.250 84.85 NY 10536 N 20000208 20000401 2629.44 20000301 651263193 7.875 80.00 CA 90245 N 19991201 20000201 3248.32 20000301 651263348 7.625 80.00 CA 92705 N 19991112 20000101 2661.31 20000301 651263541 7.875 89.59 CA 91304 N 19991007 19991201 2370.98 20000301 651263552 7.875 79.17 CA 91304 N 19991008 19991201 3444.08 20000301 651263601 7.875 94.96 CA 91214 N 19991101 20000101 1979.44 20000301 651263653 7.875 90.00 CA 92808 N 19991105 20000101 2218.72 20000301 651263807 7.875 80.00 NY 10804 N 19991110 20000101 2059.20 20000301 651263879 7.875 82.29 CA 95037 N 19991011 19991201 2088.20 20000401 651263990 8.000 90.00 IL 61065 N 19991029 19991201 2575.52 20000301 651264082 7.875 77.89 CA 93021 N 19991013 19991201 2146.21 20000401 651264246 8.000 61.65 NV 89052 N 19991215 20000201 2641.56 20000401 651264446 7.875 75.36 CA 94401 N 19991013 19991201 1885.19 20000301 651264469 8.625 80.00 CA 94019 N 19991014 19991201 2831.16 20000301 651264538 7.875 80.00 CA 90068 N 19991102 20000101 3712.36 20000301 651264673 7.750 80.00 MA 1951 N 19991123 20000101 2607.75 20000301 651264878 7.750 80.00 CA 91411 N 19991110 20000101 1919.99 20000301 651265006 8.000 75.00 AZ 85048 N 19991023 19991201 2795.65 20000401 651265049 7.875 80.00 CA 92653 N 19991104 20000101 2291.22 20000301 651265457 7.750 75.00 CA 95033 N 19991105 20000101 2149.24 20000301 651265474 7.625 71.43 CT 6001 N 19991210 20000201 2123.39 20000301 651265503 7.875 80.00 MN 55311 N 19991121 20000101 2117.21 20000301 651265515 7.875 70.27 CA 91320 N 19991025 19991201 2929.29 20000401 651266094 7.875 74.00 NY 11596 N 19991022 19991201 1877.93 20000301 651266950 7.875 80.00 CA 90631 N 19991108 20000101 3045.30 20000301 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 651276170 7.875 80.00 NJ 7631 N 19991112 20000101 2494.24 20000301 651276330 8.000 68.28 MT 59754 N 19991201 20000201 3727.53 20000301 651276355 7.875 53.40 WA 98029 N 19991105 20000101 1993.95 20000301 651276393 8.375 79.94 NV 89015 N 19991127 20000101 2656.46 20000301 651276610 7.750 80.00 CA 90019 N 19991126 20000101 2722.37 20000301 651276657 7.875 79.98 CA 92131 N 19991110 20000101 2549.02 20000301 651276689 8.000 77.00 CA 92131 N 19991022 19991201 2825.00 20000301 651276695 7.875 80.00 CA 95020 N 19991115 20000101 4495.44 20000301 651276700 8.250 78.18 CA 91750 N 20000210 20000401 1803.04 20000401 651276861 7.750 80.00 NY 12065 N 19991210 20000201 2005.96 20000301 651277073 7.750 75.53 CA 92009 N 19991112 20000101 2844.16 20000301 651277788 7.500 73.78 PA 18618 N 19991115 20000101 2321.40 20000301 651278024 7.750 80.00 CA 94404 N 19991109 20000101 3553.41 20000301 651278616 9.250 80.00 CA 95490 N 19991026 19991201 493.61 20000301 651279818 7.875 80.00 CA 92103 N 19991115 20000101 2755.27 20000301 651280509 7.875 79.99 UT 84004 N 19991112 20000101 3764.57 20000301 651280865 7.875 80.00 CA 92620 N 19991102 20000101 2059.20 20000301 651281290 8.750 74.88 CA 91978 N 19991116 20000101 1195.79 20000401 651281388 7.875 69.38 CA 93065 N 20000118 20000301 2102.71 20000301 651281489 7.875 64.33 CA 90703 N 19991118 20000101 2066.45 20000301 651281856 7.875 89.80 CA 92333 N 19991110 20000101 2552.25 20000301 651282009 7.875 80.00 CA 91381 N 19991104 20000101 1885.19 20000301 651282398 7.750 80.00 NV 89147 N 19991117 20000101 1834.02 20000301 651282600 7.875 79.73 CA 92131 N 19991202 20000201 3190.31 20000401 651282816 7.875 55.91 CA 91325 N 19991122 20000101 1885.19 20000301 651282912 8.500 95.00 CA 91384 N 19991110 20000101 2213.85 20000301 651282916 8.750 42.25 CA 90403 N 19991103 20000101 1416.07 20000301 651283189 7.750 80.00 CA 91711 N 19991108 20000101 1983.03 20000301 651283491 7.750 73.74 CA 90048 N 19991217 20000201 2614.91 20000401 651283541 7.875 80.00 CA 91202 N 19991124 20000101 2407.24 20000301 651283577 7.875 80.00 CA 92886 N 19991117 20000101 2059.20 20000301 651284421 7.875 59.02 CA 91367 N 20000104 20000301 2610.25 20000401 651284528 7.875 90.00 PA 15928 N 19991215 20000201 2153.46 20000301 651285672 7.875 70.00 CA 93551 N 19991110 20000101 2537.75 20000401 651286156 7.875 83.87 CA 91709 N 19991109 20000101 1885.19 20000301 651286249 7.750 74.79 CT 6883 N 19991122 20000101 1955.81 20000301 651286530 7.750 80.00 CA 91107 N 19991207 20000201 1914.26 20000401 651287409 7.875 75.56 CA 90045 N 19991117 20000101 2465.24 20000301 651288125 7.750 79.94 CA 94546 N 19991118 20000101 2013.12 20000401 651288317 7.750 80.00 CA 91344 N 19991206 20000201 2000.23 20000401 651288462 7.875 76.47 CA 91007 N 19991201 20000201 2356.48 20000401 651288466 7.750 80.00 CA 90027 N 19991117 20000101 2837.00 20000301 651288545 7.750 77.44 CA 92886 N 19991109 20000101 2385.66 20000301 651288610 7.750 80.00 CA 91748 N 19991105 20000101 2194.38 20000401 651288883 7.750 80.00 CA 94583 N 19991111 20000101 2653.60 20000401 651288933 7.750 18.03 CA 94010 N 19991115 20000101 2195.81 20000301 651288934 7.875 75.50 CA 92028 N 19991123 20000101 2189.71 20000301 651288940 7.750 77.18 CA 93001 N 19991111 20000101 4312.81 20000301 651289046 7.750 73.00 CA 94901 N 19991108 20000101 2614.91 20000401 651289137 7.750 74.99 CA 92648 N 19991115 20000101 1907.09 20000301 651289254 7.750 77.06 CA 91501 N 19991116 20000101 2407.15 20000301 651289274 7.750 74.17 CA 92211 N 19991111 20000101 2396.40 20000301 651289295 7.750 71.04 FL 33071 N 19991124 20000101 1857.66 20000401 652000028 7.750 79.65 CA 92630 N 19991115 20000101 2579.09 20000301 652000076 7.750 80.00 CA 90245 N 19991110 20000101 2321.18 20000401 652000193 7.875 90.00 VA 22302 N 19991123 20000101 2101.26 20000401 652000425 7.750 80.00 FL 33957 N 19991119 20000101 2435.81 20000401 652000443 7.750 80.00 CA 92807 N 19991123 20000101 2579.09 20000301 652000670 7.750 80.00 CA 95376 N 19991109 20000101 1948.65 20000401 652000706 7.750 79.89 CA 91709 N 19991110 20000101 2163.57 20000301 652000749 7.750 80.00 CA 95762 N 19991109 20000101 2149.24 20000301 652000820 7.750 88.52 CA 92506 N 19991109 20000101 1839.04 20000301 652000870 7.750 13.50 CA 91108 N 19991109 20000101 2901.47 20000301 652000889 8.125 65.12 IL 61201 N 19991203 20000201 2079.00 20000301 652001044 7.750 75.51 CA 91355 N 19991110 20000101 2407.15 20000301 652001050 7.750 80.00 CA 93449 N 19991208 20000201 2619.21 20000301 652001454 7.875 80.00 FL 33076 N 19991209 20000201 2707.41 20000301 652001511 7.875 79.28 MD 20816 N 19991124 20000101 2385.48 20000301 652001603 8.375 80.00 CA 94005 N 19991110 20000101 3344.32 20000401 652001731 7.750 57.86 CA 92887 N 19991116 20000101 2901.47 20000301 652001982 7.750 80.00 CA 94087 N 19991116 20000101 2579.09 20000401 652002250 7.875 72.37 CA 92679 N 19991116 20000101 1993.95 20000301 652002282 7.750 77.67 CA 94596 N 19991110 20000101 3338.49 20000301 652002557 7.750 89.93 NJ 8550 N 19991130 20000201 2319.25 20000301 652002800 8.000 80.00 CA 91786 N 19991202 20000201 2054.55 20000301 652002833 8.250 74.17 CA 95129 N 20000124 20000301 3192.89 20000401 652002917 7.750 80.00 CA 95051 N 19991201 20000201 1891.33 20000401 652003009 8.375 88.59 CA 92647 N 19991111 20000101 2154.81 20000301 652003403 7.875 79.83 CA 92029 N 19991206 20000201 2523.25 20000301 652003525 8.250 80.00 OH 44060 N 19991209 20000201 2043.45 20000401 652003546 8.125 87.20 CA 92065 N 19991119 20000101 2427.97 20000301 652004150 7.875 80.00 CA 94014 N 19991118 20000101 2117.21 20000301 652004383 7.875 77.22 CA 90254 N 20000103 20000301 3806.62 20000301 652004407 7.875 90.00 NC 27615 N 19991217 20000201 2120.83 20000401 652004720 7.875 77.21 CA 92677 N 19991118 20000101 2407.24 20000301 652004781 7.875 88.89 CA 91350 N 20000110 20000301 2900.28 20000301 652004832 7.875 77.14 CA 92054 N 19991117 20000101 1957.69 20000301 652004859 7.875 74.19 MI 48323 N 19991203 20000201 2084.58 20000301 652004889 7.875 80.00 CA 95008 N 19991228 20000201 2755.27 20000401 652005414 7.875 80.00 CA 94574 N 19991210 20000201 3726.86 20000401 652006210 7.875 80.00 CA 94563 N 19991203 20000201 2436.24 20000301 652007190 7.875 82.79 CA 91354 N 19991124 20000101 2041.08 20000401 652007691 8.125 75.00 CA 92124 N 19991119 20000101 2004.75 20000301 652010000 8.125 70.00 CA 90066 N 19991118 20000101 2598.75 20000401 652010293 7.875 79.75 NY 10983 N 19991213 20000201 2023.82 20000401 652010548 8.000 69.61 CA 92648 N 19991201 20000201 2604.87 20000301 652010968 8.375 74.23 CA 90803 N 19991120 20000101 2736.27 20000301 652011273 7.125 79.02 VA 23220 N 20000110 20000301 1740.89 20000301 652011287 7.500 90.00 LA 71106 N 19991209 20000201 1982.28 20000301 652012065 8.125 80.00 CA 92024 N 19991223 20000201 2079.00 20000301 652012360 7.875 70.41 CA 92101 N 19991214 20000201 2175.21 20000301 652012366 8.250 80.00 CA 92677 N 19991201 20000201 2602.39 20000401 652012743 8.000 80.00 CA 91364 N 19991209 20000201 2142.60 20000401 652014046 7.875 80.00 CA 95030 N 19991213 20000201 4234.41 20000301 652014053 9.000 94.04 CA 91040 N 19991220 20000201 2413.87 20000401 652014140 7.750 80.00 CA 94133 N 19991228 20000201 2579.09 20000301 652014389 7.625 74.66 CA 92679 N 19991206 20000201 2748.01 20000301 652014455 7.875 33.33 CA 91108 N 19991202 20000201 3625.35 20000401 652014740 8.625 72.75 FL 32803 N 20000126 20000301 2897.27 20000301 652014766 8.250 80.00 CA 92660 N 20000201 20000401 2704.56 20000301 652014840 8.750 47.90 FL 33418 N 19991213 20000201 1235.12 20000301 652015199 8.500 75.00 OH 45503 N 20000105 20000301 2508.59 20000301 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 652028710 7.750 80.00 CA 90272 N 20000110 20000301 4298.48 20000301 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 652029606 8.000 80.00 CA 92691 N 19991222 20000201 1937.14 20000301 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 652033340 7.990 80.00 VA 20112 N 20000128 20000301 1975.92 20000301 652033638 7.990 79.26 CA 90706 N 20000107 20000301 2074.22 20000301 652033876 7.990 61.17 CA 92661 N 20000118 20000301 2886.46 20000301 652033890 7.990 76.71 CA 92886 N 20000104 20000301 2052.59 20000301 652033965 7.990 80.00 CA 94109 N 20000113 20000301 1876.66 20000301 652034067 7.990 54.53 CA 94044 N 20000106 20000301 1898.65 20000301 652034088 7.990 80.00 CA 94552 N 20000107 20000301 2462.38 20000301 652034193 7.990 84.98 CA 92831 N 20000106 20000301 2793.73 20000301 652034440 8.500 77.19 CA 90291 N 20000104 20000301 3383.22 20000401 652034578 8.125 80.00 CA 92620 N 20000117 20000301 3294.46 20000301 652034619 8.250 70.50 CA 91750 N 20000104 20000301 2134.35 20000301 652034861 8.250 70.00 CA 95051 N 20000107 20000301 2524.26 20000301 652035536 8.250 79.90 CA 94513 N 20000125 20000301 2178.68 20000401 652037627 8.250 56.00 CA 91364 N 20000111 20000301 2103.55 20000301 652038118 8.250 79.41 WI 54449 N 20000112 20000301 2535.53 20000301 652040368 8.375 69.85 CA 94070 N 20000209 20000401 3610.35 20000401 652040981 8.375 85.00 VA 24121 N 20000302 20000501 2228.92 20000401 652041523 8.250 80.00 CA 90277 N 20000202 20000401 3539.97 20000301 652041615 8.750 80.00 CA 91401 N 20000119 20000301 2517.45 20000301 652041797 9.250 80.00 SC 29910 N 20000308 20000501 1283.38 20000401 652042913 8.500 80.00 CA 91709 N 20000210 20000401 2183.72 20000401 652042964 8.750 89.55 CA 90277 N 20000120 20000301 2360.11 20000301 652044845 8.375 80.00 CA 92887 N 20000208 20000401 2851.80 20000301 652047067 8.500 90.00 CA 92808 N 20000207 20000401 2069.15 20000301 652048417 8.500 80.00 AK 99516 N 20000215 20000401 2552.80 20000301 652063935 8.500 80.00 MS 38606 N 20000315 20000501 2306.75 20000401
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 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 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 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 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 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 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:_______________________ 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 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 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 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 (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 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. 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. Very truly yours, ___________________________ (Seller) By:________________________ Name:______________________ Title:_____________________ I-2 EXHIBIT J [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer"). 1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 1933 Act. 2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and the Servicer (as defined in the Pooling and Servicing Agreement (the "Agreement"), dated as of April 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. (c) The Buyer has been furnished with all information regarding the Rule 144A Securities that it has requested from the Seller, the Trustee or the Servicer. (d) Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Rule 144A Securities. (e) The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act. [3. The Buyer (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R.ss.2510.3-101; or (b) is an insurance company, the source of funds to be used by it to purchase the Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.] 4. This document may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same document. J-2 IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below. ___________________________ ______________________________ Print Name of Seller Print Name of Buyer By:________________________ By:___________________________ Name: Name: Title: Title: Taxpayer Identification Taxpayer Identification: No.________________________ No:___________________________ Date:______________________ Date:_________________________ J-3 ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers Other Than Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer. 2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a discretionary basis $_____ in securities (except for the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below. - -- Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code. - -- Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto. - -- Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements. - -- Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. - -- Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the J-4 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 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:_________________________ ANNEX 2 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Buyers That Are Registered Investment Companies] The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation to which this Certification is attached: 1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser. 2. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of Investment Companies, the cost of such securities was used. - -- The Buyer owned $_________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). - -- The Buyer is part of a Family of Investment Companies which owned in the aggregate $_________ in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. 5. The Buyer is familiar with Rule 144A and understands that each of the parties to which this certification is made are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's own account. J-7 6. The undersigned will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. ______________________________ Print Name of Buyer By: __________________________ Name: Title: IF AN ADVISER: _______________________________ Print Name of Buyer Date:__________________________ J-8 EXHIBIT K FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN _________, 20___ Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Suite 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. Very truly yours, __________________________ (Lender) By:_______________________ Name:_____________________ Title:____________________ K-2 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 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599150.31 7.491 718.98 0.12000000 972,378.01 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; 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 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:___________________________ 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): 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 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 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 EXHIBIT P AMBAC POLICY (See Exhibit 10.3) EX-2 3 MORTGAGE LOAN PURCHASE AGREEMENT 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"). 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) 2 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. 3 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): 4 (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; 5 (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 (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) 7 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 8 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: 9 (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; 10 (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: 11 (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; 12 (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; 13 (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); 14 (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; 15 (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 16 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. 17 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. 18 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. 19 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 20 SCHEDULE I ---------- MORTGAGE LOAN SCHEDULE See Exhibit E of Exhibit 10.1 EX-3 4 AMBAC CERTIFICATE GUARANTY INSURANCE POLICY 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 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 2 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. 3 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 - -------------------- --------------------- 4 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. 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) -----END PRIVACY-ENHANCED MESSAGE-----