MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the "Agreement") dated
as of
March 16, 2004 between GMAC Mortgage
Corporation,
a Pennsylvania
corporation,
having an office at 100 Witmer Road, Horsham, Pennsylvania 19044, as seller
("GMACM" or the "Seller") and Residential Asset Mortgage Products, Inc., a
Delaware corporation, having an office at 8400 Normandale Lake Boulevard,
Minneapolis, Minnesota 55437 (the
"Purchaser").
WHEREAS, the Seller, in the ordinary course of its business
acquires and
originates mortgage loans and acquired or originated
all of the mortgage loans
listed on the Mortgage Loan Schedule attached as Schedule I hereto (the
"Mortgage Loans");
WHEREAS,
the Seller owns the Cut-off Date Principal Balances of the
Mortgage Loans;
WHEREAS, the parties hereto desire that the Seller sell the Cut-off
Date
Principal Balances of the Mortgage
Loans to the
Purchaser on the
Closing Date
pursuant to the terms of this Agreement;
and
WHEREAS, the parties
hereto desire that the Seller continue servicing
the Mortgage Loans;
NOW, THEREFORE,
in consideration of the mutual covenants herein
contained, the parties hereto agree as
follows:
The following terms are defined as follows:
Aggregate Principal Balance
(as of the Cut-off Date):
$400,970,345.10 (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:
March 16, 2004, or
such other date as may be agreed upon by
the parties hereto.
Cut-off Date:
March 1, 2004.
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 or attached single-family residence, a one-to-four
family dwelling,
a townhouse,
an individual condominium
unit, or
an individual unit in
a planned unit
development,
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or a proprietary
lease in a unit in a
cooperatively-owned
apartment building
and stock in the related cooperative
corporation.
Pooling and Servicing Agreement:
The pooling and servicing agreement, dated as of March 16,
2004, among
Residential Asset Mortgage Products, Inc., as
company, GMAC Mortgage Corporation, as servicer and JPMorgan
Chase Bank,
as trustee (the "Trustee"), related to the
Series 2004-J1 Certificates.
Repurchase Event:
With respect
to any Mortgage Loan as to which the Seller
delivers an affidavit
certifying that the original Mortgage
Note has been lost or
destroyed, a
subsequent
default on
such Mortgage
Loan if the
enforcement
thereof or of the
related Mortgage is materially and adversely affected by the
absence of such original Mortgage Note.
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
the
Mortgage Loans having an aggregate
principal balance equal to the Aggregate
Principal Balance of the Mortgage
Loans.
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, attached hereto as Schedule I ("Mortgage Loan
Schedule").
SECTION 3. Purchase Price of Mortgage Loans. The purchase price to be paid
to
the Seller by the Purchaser for the Mortgage Loans shall be the sum of (i)
$404,030,239.53, (ii) the Class PO, the Class IO
Certificates and (iii) a 0.02%
Percentage Interest in each of the Class R-I Certificates and Class R-II
Certificates issued pursuant to the Pooling and
Servicing Agreement.
The cash
portion of the purchase price due to the Seller 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 the Seller's 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 grant of a
security interest in
the Mortgage Loans
by the Seller to the Purchaser to secure a debt or other
obligation
of the
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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 and hereby is a
security agreement within the meaning of
Articles 9 of the Pennsylvania Uniform Commercial Code, the Delaware 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 the Seller's right, title and interest, whether now owned or hereafter
acquired, in and to the following:
(A) the Mortgage
Loans, including (i)
with
respect to each Cooperative Loan, the
related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative
Lease, (ii) with respect to each Mortgage
Loan other than a
Cooperative Loan,
the related Mortgage Note and Mortgage and
(iii) any insurance
policies and all
other documents in the related Mortgage File, (B) all amounts
payable pursuant
to the Mortgage Loans in accordance with
the terms thereof, (C)
all proceeds of
the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, (D) all accounts, general
intangibles, chattel paper, instruments, documents, money, deposit accounts,
goods, letters of credit, letter-of-credit
rights, oil, gas, and other minerals,
and investment property consisting of, arising from or
relating to any of the
foregoing and (E) all proceeds of the foregoing; (c) the possession by the
Trustee, the Custodian or any other agent
of the Trustee of any of the foregoing
shall be deemed to be possession by the secured party, or possession by a
purchaser or a person holding for the benefit of such secured party, for
purposes of perfecting the security interest pursuant to the Pennsylvania
Uniform Commercial Code, the Delaware
Uniform Commercial Code and the
Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 9-313 and 9-314 of each
thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons
holding for, the
Trustee (as
applicable) for
the purpose of perfecting such security interest under applicable law. The
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 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 type or
jurisdiction of organization of the Seller,
or (3) any transfer of
any interest
of the Seller in any Mortgage Loan.
Notwithstanding the
foregoing,
(i) GMACM 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
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<PAGE>
(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.
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 related
Mortgage Loans. 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, benefits,
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 the
Seller's possession shall be held by GMACM
in a custodial capacity only for the
benefit of the Purchaser. GMACM 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 Notes.
(a) On or prior
to the Closing Date, in connection with the conveyance by
the Seller of the Mortgage Loans, the Seller shall deliver to the
Purchaser or
the Custodian, as directed by the Purchaser,
the original
Mortgage Note,
with
respect to each Mortgage Loan so assigned,
endorsed without recourse in blank,
or in the name of the Trustee as trustee,
and signed by an
authorized
officer
(which endorsement shall contain either an original signature or a facsimile
signature of an authorized officer of 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 delivery of each Mortgage
Note to the Purchaser or the Custodian is
at the expense of the Seller.
In lieu of delivering
the Mortgage Note relating to any Mortgage Loan,
the Seller may deliver or cause to be
delivered a lost note
affidavit from the
Seller stating that the original Mortgage
Note was lost, misplaced or destroyed,
and, if available, a copy of each original
Mortgage Note;
provided, however,
that in the case of Mortgage Loans which have been prepaid in full after the
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Cut-off Date and prior to the Closing
Date, the Seller, in lieu of delivering
the above documents, may deliver to the
Purchaser 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.
(b) If any
Mortgage Note is not delivered to the Purchaser (or the
Custodian as directed by the Purchaser) or the Purchaser discovers any defect
with respect to a Mortgage Note which materially and adversely affects the
interests of the Certificateholders in the related
Mortgage Loan, the Purchaser
shall give prompt written specification of such defect or omission to the
Seller, and the Seller shall cure such defect or omission in all material
respects or repurchase such Mortgage Loan or substitute a
Qualified
Substitute
Mortgage Loan in the manner set forth in
Section 7.03.
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 Mortgage Note exists, shall constitute the sole remedy
respecting such material defect or omission available to the Purchaser,
Certificateholders or the Trustee on behalf
of Certificateholders.
(c) All other
documents contained in the Mortgage File and any original
documents relating to the Mortgage
Loans not contained in
the Mortgage File or
delivered to the Purchaser, are and shall be retained by the
Servicer in trust
as agent for the Purchaser.
In the event that in connection with any Mortgage Loan: (a) the
original
recorded Mortgage (or evidence of
submission to the recording office), (b) all
interim recorded assignments, (c) the original recorded
modification agreement,
if required, or (d) evidence of title insurance (together with all riders
thereto, if any) satisfying the
requirements of clause
(I)(ii), (iv), (vi)
or
(vii) of the definition of Mortgage File,
respectively, is not in the possession
of the Servicer concurrently with the
execution and delivery hereof because such
document or documents have not been returned from the applicable public
recording office, or, in the case of each such interim assignment or
modification agreement, because the related Mortgage has not been returned
by
the appropriate recording office, in the
case of clause (I)(ii), (iv) or (vi) of
the definition of Mortgage File, or because
the evidence of title
insurance has
not been delivered to the Seller by the title insurer in the case of clause
(I)(vii) of the definition of Mortgage
File, the Servicer shall use its best
efforts to obtain, (A) in the case of clause (I)(ii), (iv) or (vi) of the
definition of Mortgage File, such original
Mortgage, such interim assignment, or
such modification agreement, with evidence of recording
indicated thereon upon
receipt thereof from the public recording
office, or a copy thereof, certified,
if appropriate, by the relevant recording office, or (B) in the
case of clause
(I)(vii) of the definition of Mortgage
File, evidence of title insurance.
(d) If any of the documents held by the Servicer pursuant to clause (c) above
are missing or defective in any other respect and such missing document or
defect materially and adversely affects the
interests of the
Certificateholders
in the related Mortgage Loan, the Seller shall
cure or repurchase such Mortgage
Loan or substitute a Qualified Substitute Mortgage Loan in the
manner set forth
in Section 7.03. 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 material
defect or omission
available to the Purchaser, Certificateholders or the Trustee on behalf of
Certificateholders.
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(e) If any
assignment
is lost or returned unrecorded to the Servicer
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.
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:
(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
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conveyance of the Mortgage Notes and the Mortgages relating to the Mortgage
Loans 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;
(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
(except as otherwise specified below), as
of the Closing Date, as follows:
(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 or a leasehold
interest 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 related Mortgage Loan;
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(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 Mortgage Note 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 by the Seller or, to the best of the Seller's
knowledge, by any other person, 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;
(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) Each Mortgage Loan as of the time of its origination complied in all
material respects with all applicable
local, state and federal laws, including,
but not limited to, all applicable
predatory lending laws;
(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
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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) With respect to each Mortgage
Loan, (A) immediately prior to the transfer
and assignment to the Purchaser, the Mortgage Note and the Mortgage
were not
subject to an assignment or pledge, except
for any assignment or pledge that had
been satisfied and released, (B) the Seller had good and marketable title
thereto and was the sole owner thereof, and (C) the Seller 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;
(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 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 within 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);
9
<PAGE>
(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. 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 one- 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
10
<PAGE>
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;
(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 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;
(z) The collection and servicing practices with respect to each
Mortgage Note
and Mortgage have been in all material respects legal, normal and usual in
GMACM's general mortgage servicing
activities.
With respect to escrow
deposits
and payments that GMACM collects, all such
payments are in the possession of, or
under the control of, GMACM, 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;
(aa) 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;
(bb) If any of the Mortgage Loans are secured by a leasehold
interest, with
respect to each leasehold interest:
residential property in such area consisting
of leasehold estates is readily marketable;
the lease is recorded and is in full
force and effect and is not subject to any prior lien or
encumbrance
by which
the leasehold could be terminated or subject to
any charge or penalty;
and the
remaining term of the lease does not
terminate less than ten years after the
maturity date of such Mortgage Loan;
and
(cc) The Mortgage Loan is not subject to the Home Ownership and Equity
Protection Act of 1994 ("HOEPA").
(dd) The Mortgage Loan is not a "high-cost
home loan" as defined
in the Georgia
Act, Georgia Fair Lending Act, as amended,
the New York Act, New
York Predatory
Lending Law, codified as N.Y. Banking Law
ss.6-I, N.Y. Gen. Bus.
Law ss.771-a,
and N.Y. Real Prop. Acts Law ss.1302,
the Arkansas Home Loan
Protection Act, as
amended, or the Kentucky Revised Statutes
ss.360.100,
as amended,
the Florida
Fair Lending Act, as amended, the Washington, DC Act, the Home Loan
Protection
Act of 2002, as amended, the Home Ownership Security Act of New Jersey, as
amended, or the Home Loan Protection Act of
New Mexico, as amended, or under the
applicable laws of the State of Maine,
codified as Maine Laws
2003, House Bill
11
<PAGE>
383, as amended, the applicable laws of the State of Nevada,
codified as Nev.
A.B. 284 (2003), as amended, the applicable laws of the City of Los
Angeles,
codified as L.A. Mun. Code ss. 162.00 et seq., as amended, or under the
applicable laws of the City of New York,
codified as N.Y. City Bill 67-A (2002).
(ee) The Mortgage Loan, if originated after
October 1, 2002, and before March 7,
2003, is not secured by Mortgaged Property
in the State of Georgia.
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 Loan
documents to the Purchaser or its designees and shall inure to the benefit
of
the Purchaser, notwithstanding any restrictive or
qualified endorsement
on any
Mortgage Note or Assignment or the examination of any Mortgage File. Upon
discovery by the Seller or the Purchaser of
a breach of the
representations and
warranties made by the Seller, or upon the occurrence of a
Repurchase Event, in
either case which materially and adversely
affects interests of the Purchaser or
its assignee in any Mortgage Loan, the party discovering such breach or
occurrence shall give prompt written notice
to each of the other parties. 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
knowledge of the Seller. Following
discovery or receipt of notice of any such breach of a representation or
warranty made by the Seller or the
occurrence of a Repurchase Event, the Seller
shall either (i) cure such breach in all
material respects
within 90 days
from
the date such Person was notified of such breach or (ii) repurchase such
Mortgage Loan at the related Purchase Price within 90 days from the date
such
Person was notified of such breach; 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 or
occurrence 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 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 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, such Person shall deliver to the
Custodian
with respect to such Qualified Substitute Mortgage Loan or Loans, the
original
Mortgage Note endorsed as required by
Section 6, and the Seller shall deliver to
the Servicer with respect to such Qualified Substitute Mortgage Loan, the
Mortgage, an Assignment of the Mortgage in
recordable form if required pursuant
to Section 6, and such other documents and
agreements as are required to be held
by the Servicer pursuant to 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
12
<PAGE>
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, and 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 furtherance of the foregoing, if the Seller repurchases or
substitutes a Mortgage Loan and is no longer a member of
MERS and the Mortgage
is registered on the MERS(R) System, the
Purchaser, at the expense of the Seller
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 the Seller, and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations.
In the event of a
repurchase by the
Seller pursuant
to this Section
7.03, the Purchaser shall (i) 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, (ii) cause the
Servicer to release to the Seller any remaining documents in the related
Mortgage File which are held by the
Servicer, and (iii) forward or cause to
be
forwarded 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 respective designee title to any such Mortgage
Loan
(or with respect to any Mortgage registered
on the MERS(R) System, if the Seller
is still a member of MERS, the Purchaser
shall cause MERS to
show the Seller as
the owner of record). The Purchaser shall cause the
related Mortgage File to be
forwarded to the 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 the Trustee on behalf
of
the Certificateholders.
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. Severability of Provisions.
Any provision of this
Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction 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
jurisdiction 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.
13
<PAGE>
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.
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 assignment of the Mortgage
Loans) to
permit the parties to exercise their respective rights or perform their
respective obligations hereunder.
14
<PAGE>
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, as Seller
By:
Name:
Title:
RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC., as Purchaser
By:
Name:
Title:
15
<PAGE>
SCHEDULE I
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
2004 J1
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
<S>
<C>
<C>
0101013535
$436,500.00
$2,478.40
PURCHASE
CA
07/31/2003
$433,349.62
03/01/2004
90638
10/01/2003
5.5
STANDARD
90
PUD-DETACHED
PRIMARY RESIDENCE
N
0101021152
$500,000.00
$2,917.87
PURCHASE
CA
11/17/2003
$498,426.37
02/01/2004
92886
01/01/2004
5.75
STANDARD
76.57
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101022400
$420,000.00
$2,484.46
PURCHASE
CA
11/18/2003
$418,709.07
02/01/2004
92345
01/01/2004
5.875
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101022867
$607,000.00
$3,590.64
REFINANCE
CA
12/08/2003
$605,759.23
02/01/2004
90266
02/01/2004
5.875
STANDARD
79.87
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101023583
$628,000.00
$3,765.18
REFINANCE
CA
12/17/2003
$626,746.51
03/01/2004
95630
02/01/2004
6
STANDARD
76.59
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101023663
$589,000.00
$3,531.36
REFINANCE
CA
12/07/2003
$587,824.35
02/01/2004
95678
02/01/2004
6
STANDARD
78.53
PUD-DETACHED
PRIMARY RESIDENCE
N
0101024063
$365,000.00
$2,130.05
REFINANCE
CA
12/03/2003
$364,235.99
02/01/2004
91766
02/01/2004
5.75
STANDARD
65.18
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101024227
$415,000.00
$2,421.83
REFINANCE
CA
12/01/2003
$414,131.35
02/01/2004
92867
02/01/2004
5.75
STANDARD
65.87
PUD-DETACHED
PRIMARY RESIDENCE
N
0101024271
$393,000.00
$2,293.45
REFINANCE
CA
12/04/2003
$392,177.39
02/01/2004
91390
02/01/2004
5.75
STANDARD
63.18
PUD-DETACHED
PRIMARY RESIDENCE
N
0101024387
$434,000.00
$2,532.71
REFINANCE
CA
11/25/2003
$433,024.28
03/01/2004
90731
02/01/2004
5.75
STANDARD
70
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101024408
$400,000.00
$2,334.30
PURCHASE
CA
12/10/2003
$399,162.74
02/01/2004
90601
02/01/2004
5.75
STANDARD
73.39
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101024603
$370,000.00
$2,159.22
REFINANCE
CA
12/12/2003
$369,225.55
02/01/2004
90068
02/01/2004
5.75
STANDARD
49.33
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101025650
$550,000.00
$3,253.46
REFINANCE
CA
01/07/2004
$549,439.25
02/01/2004
91301
03/01/2004
5.875
STANDARD
61.11
PUD-DETACHED
PRIMARY RESIDENCE
N
0101026138
$414,000.00
$2,416.00
REFINANCE
CA
12/26/2003
$413,133.43
03/01/2004
92691
02/01/2004
5.75
STANDARD
55.95
PUD-DETACHED
PRIMARY RESIDENCE
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
0101026531
$593,000.00
$3,320.63
REFINANCE
CA
01/16/2004
$592,057.52
03/01/2004
90266
03/01/2004
5.375
STANDARD
66.78
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101026569
$384,000.00
$2,240.92
REFINANCE
CA
01/15/2004
$383,599.08
03/01/2004
93003
03/01/2004
5.75
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0101026909
$392,000.00
$2,287.61
REFINANCE
CA
01/17/2004
$391,542.50
03/01/2004
92679
03/01/2004
5.75
STANDARD
80
PUD-ATTACHED
PRIMARY RESIDENCE
N
0101027687
$348,000.00
$2,003.29
REFINANCE
CA
02/02/2004
$348,000.00
03/01/2004
94521
04/01/2004
5.625
STANDARD
74.84
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501352
$152,000.00
$1,195.79
REFINANCE
CA
11/16/1999
$146,554.99
02/01/2004
91978
01/01/2000
8.75
STATED INCOME
74.88
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501649
$450,000.00
$3,380.70
PURCHASE
NJ
12/01/2000
$437,157.42
03/01/2004
07930
01/01/2001
8.25
STANDARD
46.63
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501654
$361,800.00
$2,654.76
PURCHASE
NY
01/24/2001
$346,039.31
02/01/2004
10307
03/01/2001
8
STANDARD
90
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501657
$381,000.00
$2,862.32
REFINANCE
CA
11/16/2000
$369,997.09
02/01/2004
95361
01/01/2001
8.25
STANDARD
82.83
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501666
$128,250.00
$952.25
REFINANCE
CO
12/21/2000
$124,524.17
02/01/2004
80203
02/01/2001
8.125
STATED INCOME
75
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501667
$428,000.00
$3,253.11
PURCHASE
NJ
11/22/2000
$415,970.04
02/01/2004
07405
01/01/2001
8.375
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501668
$111,800.00
$869.57
REFINANCE
CO
12/21/2000
$107,824.66
02/01/2004
80204
02/01/2001
8.625
STATED INCOME
65
SINGLE FAMILY-
INVESTMENT
N
0129501673
$408,000.00
$3,101.09
REFINANCE
CA
12/05/2000
$397,008.52
02/01/2004
95630
02/01/2001
8.375
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501674
$599,600.00
$4,243.93
PURCHASE
CA
12/28/2000
$581,014.13
02/01/2004
94506
02/01/2001
7.625
STANDARD
80
PUD-DETACHED
PRIMARY RESIDENCE
N
0129501676
$624,000.00
$4,309.81
PURCHASE
CA
01/04/2001
$603,621.34
03/01/2004
94708
03/01/2001
7.375
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
0129501714
$150,000.00
$1,087.61
PURCHASE
NY
02/28/2001
$145,744.56
03/01/2004
10560
04/01/2001
7.875
STATED INCOME
50.17
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501717
$468,750.00
$3,358.19
REFINANCE
FL
02/23/2001
$454,542.25
03/01/2004
33418
04/01/2001
7.75
SELECT
75
SINGLE FAMILY-
SECOND HOME
N
0129501723
$60,750.00
$440.48
PURCHASE
MD
02/20/2001
$59,036.36
02/01/2004
20619
04/01/2001
7.875
STATED INCOME
75
CONDOMINIUM-
PRIMARY RESIDENCE
N
0129501740
$625,000.00
$4,477.58
REFINANCE
FL
01/12/2001
$606,621.73
02/01/2004
33756
03/01/2001
7.75
STANDARD
56.82
PUD-DETACHED
PRIMARY RESIDENCE
N
0129501746
$452,000.00
$3,160.45
REFINANCE
CA
02/20/2001
$438,052.10
02/01/2004
94542
04/01/2001
7.5
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129501756
$460,000.00
$2,907.52
PURCHASE
CA
06/07/1999
$426,991.77
02/01/2004
94941
08/01/1999
6.5
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129502070
$299,400.00
$2,067.89
REFINANCE
SC
03/09/2001
$290,533.72
02/01/2004
29016
05/01/2001
7.375
STANDARD
75.8
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129502092
$363,750.00
$2,605.95
REFINANCE
GA
03/14/2001
$353,704.01
02/01/2004
30342
05/01/2001
7.75
STANDARD
75
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0129502107
$428,000.00
$2,992.64
REFINANCE
CA
04/25/2001
$416,008.55
02/01/2004
91901
06/01/2001
7.5
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0527970602
$359,600.00
$2,098.53
PURCHASE
NJ
12/30/2003
$358,847.30
03/01/2004
08527
02/01/2004
5.75
STANDARD
79.99
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0538078809
$682,500.00
$4,146.95
PURCHASE
IL
11/24/2003
$676,352.80
03/01/2004
60015
01/01/2004
6.125
STANDARD
70
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0543269401
$511,000.00
$3,063.71
REFINANCE
WA
01/15/2004
$510,491.29
02/01/2004
98198
03/01/2004
6
STANDARD
79.84
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0545226201
$400,000.00
$2,239.89
PURCHASE
MI
08/08/2003
$397,280.37
03/01/2004
48230
10/01/2003
5.375
SELECT
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0546041005
$341,000.00
$1,989.99
REFINANCE
CA
06/07/2003
$337,900.75
02/01/2004
93446
08/01/2003
5.75
STREAMLINE
78.39
SINGLE FAMILY-
PRIMARY RESIDENCE
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
0546769902
$409,600.00
$2,390.32
REFINANCE
NY
05/02/2003
$405,676.52
02/01/2004
10980
07/01/2003
5.75
STREAMLINE
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0547394007
$600,000.00
$3,597.31
REFINANCE
NY
06/09/2003
$595,137.06
02/01/2004
11768
08/01/2003
6
STANDARD
54.55
SINGLE FAMILY-
SECOND HOME
N
0548886209
$345,050.00
$2,096.57
REFINANCE
CT
07/18/2003
$342,666.10
02/01/2004
06870
09/01/2003
6.125
STATED INCOME
60.11
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0549162501
$338,400.00
$1,842.55
PURCHASE
CA
07/28/2003
$335,582.98
03/01/2004
93063
09/01/2003
5.125
RELOCATION
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0550588909
$459,700.00
$2,610.13
REFINANCE
CO
08/05/2003
$456,646.17
02/01/2004
80301
10/01/2003
5.5
STANDARD
79.95
PUD-DETACHED
PRIMARY RESIDENCE
N
0550837900
$434,800.00
$2,606.85
REFINANCE
HI
12/22/2003
$433,932.14
03/01/2004
96822
02/01/2004
6
STATED INCOME
66.18
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0550945109
$996,500.00
$5,658.02
REFINANCE
MI
09/11/2003
$990,995.12
02/01/2004
48309
11/01/2003
5.5
SELECT
75.26
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0551258601
$448,000.00
$2,683.11
PURCHASE
NY
12/11/2003
$447,050.16
02/01/2004
10980
02/01/2004
5.99
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0551393606
$100,000.00
$632.07
REFINANCE
NJ
12/22/2003
$99,818.71
02/01/2004
07756
02/01/2004
6.5
STATED INCOME
19.05
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0551823404
$380,800.00
$2,162.15
REFINANCE
NY
08/21/2003
$378,270.26
02/01/2004
10913
10/01/2003
5.5
STANDARD
76.16
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0551966500
$470,000.00
$2,668.61
REFINANCE
NY
08/15/2003
$463,818.92
03/01/2004
10307
10/01/2003
5.5
STANDARD
63.95
2-4 FAMILY-
PRIMARY RESIDENCE
N
0552011900
$364,000.00
$2,066.76
REFINANCE
CA
09/02/2003
$361,074.96
02/01/2004
95407
10/01/2003
5.5
STREAMLINE
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0552233801
$717,000.00
$4,184.22
REFINANCE
HI
08/22/2003
$712,454.28
03/01/2004
96816
10/01/2003
5.75
STREAMLINE
65.18
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0552427007
$400,000.00
$2,271.16
PURCHASE
CA
06/19/2003
$396,440.68
02/01/2004
91390
08/01/2003
5.5
STANDARD
91.95
SINGLE FAMILY-
PRIMARY RESIDENCE
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
0552737108
$405,550.00
$2,398.99
REFINANCE
NY
11/06/2003
$404,303.47
02/01/2004
12167
01/01/2004
5.875
STATED INCOME
67.7
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0553325705
$382,180.00
$2,260.74
REFINANCE
CA
10/21/2003
$380,609.91
03/01/2004
90032
12/01/2003
5.875
STREAMLINE
64.23
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0553592106
$342,800.00
$2,027.80
PURCHASE
CA
12/08/2003
$342,099.27
03/01/2004
91390
02/01/2004
5.875
STANDARD
79.06
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0554384107
$375,100.00
$2,248.92
REFINANCE
NJ
09/30/2003
$373,214.14
02/01/2004
07020
11/01/2003
6
STANDARD
79.81
CONDOMINIUM-
PRIMARY RESIDENCE
N
0554990804
$371,200.00
$2,195.79
PURCHASE
CA
12/29/2003
$370,441.23
02/01/2004
92845
02/01/2004
5.875
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0555166503
$380,000.00
$2,370.71
PURCHASE
MA
12/11/2003
$379,294.21
03/01/2004
02021
02/01/2004
6.375
STANDARD
69.22
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0555915701
$479,200.00
$2,950.52
PURCHASE
NY
12/08/2003
$478,288.26
02/01/2004
10552
02/01/2004
6.25
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0556217909
$408,000.00
$2,380.98
REFINANCE
CA
10/15/2003
$406,283.80
02/01/2004
91750
12/01/2003
5.75
SELECT
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0556763803
$699,400.00
$4,249.63
REFINANCE
HI
12/11/2003
$697,350.24
02/01/2004
96701
01/01/2004
6.125
STREAMLINE
75.61
PUD-DETACHED
PRIMARY RESIDENCE
N
0556768505
$450,000.00
$2,844.31
PURCHASE
MI
01/06/2004
$449,593.19
02/01/2004
48187
03/01/2004
6.5
SELECT
69.99
CONDOMINIUM-
PRIMARY RESIDENCE
N
0556998102
$430,000.00
$2,788.98
REFINANCE
NY
10/22/2003
$427,293.27
03/01/2004
11414
12/01/2003
6.75
STANDARD
57.33
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0557233905
$398,050.00
$2,515.95
PURCHASE
TX
09/02/2003
$396,231.18
02/01/2004
78602
11/01/2003
6.5
STANDARD
95
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0557438207
$396,000.00
$2,438.25
PURCHASE
CA
09/30/2003
$394,101.58
02/01/2004
91107
11/01/2003
6.25
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0557574803
$356,000.00
$2,163.10
PURCHASE
ID
12/12/2003
$355,306.20
03/01/2004
83669
02/01/2004
6.125
SELECT
80
PUD-DETACHED
SECOND HOME
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
0557966801
$840,000.00
$4,769.43
PURCHASE
NJ
12/04/2003
$838,156.93
03/01/2004
07481
02/01/2004
5.5
RELOCATION
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558101804
$468,000.00
$2,768.40
PURCHASE
TX
12/08/2003
$467,043.36
02/01/2004
76087
02/01/2004
5.875
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558130308
$507,300.00
$2,960.47
REFINANCE
NY
11/13/2003
$505,703.39
02/01/2004
10968
01/01/2004
5.75
STATED INCOME
57.32
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558131702
$408,000.00
$2,446.17
REFINANCE
NV
12/22/2003
$407,185.63
02/01/2004
89509
02/01/2004
6
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558300109
$420,000.00
$2,586.02
PURCHASE
CA
10/30/2003
$418,393.42
03/01/2004
90602
12/01/2003
6.25
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558362208
$416,000.00
$2,427.67
PURCHASE
CA
10/31/2003
$414,250.12
03/01/2004
94553
12/01/2003
5.75
RELOCATION
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558415600
$540,000.00
$3,023.85
PURCHASE
CA
10/17/2003
$537,563.29
02/01/2004
92646
12/01/2003
5.375
RELOCATION
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558423802
$423,000.00
$2,570.20
PURCHASE
NY
12/09/2003
$422,075.11
02/01/2004
11358
02/01/2004
6.125
STANDARD
89.43
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558436903
$369,500.00
$2,185.74
REFINANCE
PA
11/18/2003
$367,391.66
02/01/2004
19446
01/01/2004
5.875
STANDARD
67.18
PUD-DETACHED
PRIMARY RESIDENCE
N
0558481404
$440,350.00
$2,569.77
REFINANCE
CA
11/18/2003
$438,964.10
02/01/2004
91504
01/01/2004
5.75
STANDARD
60.74
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558494100
$396,000.00
$2,310.95
PURCHASE
CA
10/30/2003
$394,334.28
03/01/2004
91765
12/01/2003
5.75
SELECT
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558546701
$380,000.00
$2,278.30
PURCHASE
MI
01/07/2004
$379,621.70
02/01/2004
48442
03/01/2004
6
SELECT
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558584603
$448,100.00
$2,686.59
REFINANCE
CA
11/20/2003
$446,755.03
02/01/2004
94513
01/01/2004
6
STREAMLINE
73.46
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558629408
$420,000.00
$2,451.01
PURCHASE
NY
02/02/2004
$420,000.00
03/01/2004
10314
04/01/2004
5.75
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
0558647707
$483,600.00
$2,899.43
PURCHASE
NY
12/03/2003
$482,634.73
03/01/2004
10570
02/01/2004
6
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558711602
$435,000.00
$2,538.55
PURCHASE
NY
12/09/2003
$434,089.48
02/01/2004
12533
02/01/2004
5.75
STANDARD
75
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558734802
$450,000.00
$2,661.92
REFINANCE
CA
12/15/2003
$447,557.83
02/01/2004
92562
01/01/2004
5.875
SELECT
70.87
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558753802
$350,014.00
$2,098.52
PURCHASE
FL
12/11/2003
$349,315.36
02/01/2004
33029
02/01/2004
6
STANDARD
76.09
PUD-DETACHED
PRIMARY RESIDENCE
N
0558780508
$559,200.00
$3,219.08
PURCHASE
CA
12/17/2003
$557,649.90
02/01/2004
90755
02/01/2004
5.625
STANDARD
80
PUD-DETACHED
PRIMARY RESIDENCE
N
0558781308
$471,200.00
$2,825.09
PURCHASE
MA
01/05/2004
$470,730.91
02/01/2004
01821
03/01/2004
6
STANDARD
79.88
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558808200
$496,000.00
$2,934.03
REFINANCE
CA
11/10/2003
$493,774.56
02/01/2004
95746
12/01/2003
5.875
SELECT
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558827804
$376,000.00
$2,254.31
REFINANCE
MI
12/19/2003
$375,249.51
02/01/2004
48381
02/01/2004
6
SELECT
70.28
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558828505
$470,750.00
$2,822.39
REFINANCE
MI
12/02/2003
$469,337.04
02/01/2004
49229
01/01/2004
6
SELECT
79.79
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558832804
$365,500.00
$2,382.93
REFINANCE
MI
12/16/2003
$364,362.13
02/01/2004
48079
02/01/2004
6.125
SELECT
79.46
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558883609
$554,983.00
$3,417.13
PURCHASE
MI
12/05/2003
$553,927.07
02/01/2004
48167
02/01/2004
6.25
STANDARD
80
PUD-DETACHED
PRIMARY RESIDENCE
N
0558953600
$650,000.00
$3,690.63
PURCHASE
CA
11/21/2003
$647,855.82
02/01/2004
94114
01/01/2004
5.5
RELOCATION
72.22
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0558967402
$512,000.00
$2,987.90
PURCHASE
CA
01/15/2004
$511,465.43
02/01/2004
91006
03/01/2004
5.75
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559015508
$448,000.00
$2,614.41
PURCHASE
OR
12/09/2003
$447,062.28
02/01/2004
97219
02/01/2004
5.75
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
PROPERTY_TYPE
OCCUPANCY
LOAN_BUYDOWN_IND
0559021902
$361,600.00
$2,197.12
PURCHASE
CA
11/10/2003
$360,540.25
03/01/2004
90064
01/01/2004
6.125
STANDARD
80
CONDOMINIUM-
PRIMARY RESIDENCE
N
0559034509
$387,900.00
$2,232.98
PURCHASE
NY
12/22/2003
$387,068.66
02/01/2004
12533
02/01/2004
5.625
RELOCATION
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559048608
$425,000.00
$2,791.95
PURCHASE
CA
11/18/2003
$423,922.69
02/01/2004
96146
01/01/2004
6.875
STANDARD
56.75
CONDOMINIUM-
SECOND HOME
N
0559068705
$355,000.00
$2,015.66
PURCHASE
NJ
12/16/2003
$354,187.08
02/01/2004
08865
02/01/2004
5.5
RELOCATION
78.89
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559075106
$500,000.00
$3,038.06
PURCHASE
PA
12/30/2003
$499,025.56
02/01/2004
19355
02/01/2004
6.125
STANDARD
58.36
PUD-DETACHED
PRIMARY RESIDENCE
N
0559104906
$440,400.00
$2,640.43
PURCHASE
NY
12/18/2003
$438,990.69
02/01/2004
10989
02/01/2004
6
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559115902
$524,800.00
$2,979.76
PURCHASE
PA
12/18/2003
$523,648.51
02/01/2004
19382
02/01/2004
5.5
RELOCATION
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559123104
$363,900.00
$2,300.10
PURCHASE
MD
12/03/2003
$363,240.27
02/01/2004
20905
02/01/2004
6.5
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559153606
$356,000.00
$2,163.10
PURCHASE
NY
01/23/2004
$355,653.98
03/01/2004
10312
03/01/2004
6.125
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559183603
$345,000.00
$2,068.45
REFINANCE
CA
12/15/2003
$344,210.88
02/01/2004
95023
02/01/2004
6
STANDARD
91.51
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559208707
$462,400.00
$2,772.33
PURCHASE
NJ
12/31/2003
$461,316.95
02/01/2004
08057
02/01/2004
6
STANDARD
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559225701
$399,017.00
$2,360.34
PURCHASE
NJ
12/19/2003
$398,201.37
02/01/2004
07079
02/01/2004
5.875
STANDARD
70
SINGLE FAMILY-
PRIMARY RESIDENCE
N
0559237003
$452,000.00
$2,709.97
PURCHASE
NJ
12/12/2003
$451,097.81
03/01/2004
08008
02/01/2004
6
STANDARD
80
SINGLE FAMILY-
SECOND HOME
N
0559238902
$420,000.00
$2,417.76
PURCHASE
GA
12/04/2003
$418,577.55
02/01/2004
30022
02/01/2004
5.625
RELOCATION
80
SINGLE FAMILY-
PRIMARY RESIDENCE
N
LOAN_ID
ORIGINAL_LOAN_AMOUN
MONTHLY_P_AND_I
PURPOSE
PROP_STATE
NOTE_DATE
ISSUE_DATE_BALA
PAID_TO_DATE
PROP_ZIP_CODE
FIRST_PAYMENT_DATE
NOTE_RATE
PROCESSING_STYL
LTV
