Print Name of Buyer. By: ---------------------------------------- Name: Title: IF AN ADVISOR: Print Name of Buyer Date: ------------------------------------- EXHIBIT K [TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY]
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:
Print Name of Buyer. By: ------------------------ Name: Title: Date: ---------------------
Print Name of Buyer. By: -------------------------------- Name: --------------------------- Title: -------------------------- IF AN ADVISER: Print Name of Buyer Date: ----------------------------- N-8 EXHIBIT O HIGH COST LOANS EXHIBIT P-1 FORM OF ERISA REPRESENTATION LETTER ______________, 20__ Residential Asset Mortgage Products, Inc 8400 Normandale Lakx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, XX 00000 Xxxx Xxx, Xxxxxxxl Association 1 Bank One Plaza - Suite IX0-0000 Xxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxxxxxx Xxxxxng Corporation 8400 Normandale Lakx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, XX 00000 Xxxxxxxxx: Xxxxxential Funding Corporation Series 2002-RS2 Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RS2, Class M-[_] Ladies and Gentlemen: _________________________ (the "Purchaser") intends to purchase from ___________________________ (the "Seller") $_____________ Initial Certificate Principal Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RS2, Class __ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2002 among Residential Asset Mortgage Products, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer (the "Master Servicer"), and Bank One, National Association, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Company, the Trustee and the Master Servicer that:
Print Name of Buyer. By: ------------------------------------- Name: Title: IF AN ADVISER: ----------------------------------------- Print Name of Buyer Date: ---------------
Print Name of Buyer. By: ----------------------------- Name: Title: IF AN ADVISER: Print Name of Buyer Date: --------------------------- EXHIBIT D FORM OF INVESTOR REPRESENTATION LETTER , Residential Asset Mortgage Products, Inc. 8400 Normandale Lake Boulevard Mixxxxxxxxx, Xxxxxxxxx 00000 Xxxx Xxx, Xxxxxxxx Xxxxxxxxxxx 1 Bank One Plaza, Suite IL1-0481 Xxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxxxx: Xxxxxxxxx Xxxxx Xxxinistration Re: Residential Asset Mortgage Products, Inc., GMACM Mortgage Loan-Backed Certificates, Series 2003-GH1 Ladies and Gentlemen: ___________________ (the "Purchaser") intends to purchase from (the "Seller") $ Certificate Percentage Interest of the Class [ ] Certificates of Series 2003-GH1 (the "Certificates"), issued pursuant to the trust agreement dated as of April 8, 2003 (the "Trust Agreement"), between Residential Asset Mortgage Products, Inc., as depositor (the "Depositor") and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), as acknowledged and agreed by Bank One, National Association., as Certificate Registrar. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the indenture dated as of April 8, 2003, between the Trust and the Indenture Trustee. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor and the Certificate Registrar that:
Print Name of Buyer. By: --------------------------------------------- Name: --------------------------------------- Title: ----------------------------------------- IF AN ADVISER: Print Name of Buyer By: --------------------------------------------- Name: --------------------------------------- Title: ----------------------------------------- Annex 2-2 EXHIBIT D CERTIFICATE OF NON-FOREIGN STATUS This Certificate of Non-Foreign Status ("certificate") is delivered pursuant to Section 3.03 of the Trust Agreement, dated as of _________, ____ (the "Trust Agreement"), between Boardwalk Mortgage Securities Inc., as depositor and ______________________, as Owner Trustee, in connection with the acquisition of, transfer to or possession by the undersigned, whether as beneficial owner (the "Beneficial Owner"), or nominee on behalf of the Beneficial Owner of the Boardwalk Asset-Backed Notes, Series ____-__ (the "Certificates"). Capitalized terms used but not defined in this certificate have the respective meanings given them in the Trust Agreement. Each holder must complete Part I, Part II (if the holder is a nominee), and in all cases sign and otherwise complete Part III. In addition, each holder shall submit with the Certificate an IRS Form W-9 relating to such holder. To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the Internal Revenue Code (relating to withholding tax on foreign partners) do not apply in respect of the Certificate held by the undersigned, the undersigned hereby certifies: Part I - Complete Either A or B
Print Name of Buyer. By: -------------------------------- Name: --------------------------- Title: IF AN ADVISER: Print Name of Buyer Date: ------------------------------ EXHIBIT C FORM OF INVESTOR REPRESENTATION LETTER _______________ , 20__ Residential Funding Mortgage Securities II, Inc. 8400 Normandale Lake Boulevard Suixx 000 Xxxxxxxxxxx, XX 00000 XXXxxxxx Xxxxx Xxxx 0 Xxx Xxxx Xlaza, 6th Floor New Yoxx, XX 00000 Xxxxxxxxx: Xxxxxxxxx Xxxxx Xxxxxistration Re: Home Equity Loan-Backed Class A-II-[ ] Capped Funding Notes Series 2003-HS2 Ladies and Gentlemen: __________________(the "Purchaser") intends to purchase from _________ (the "Seller") $_______ Class A-II-[ ] Capped Funding Notes of Series 2003-HS2 (the "Notes"), issued pursuant to the Indenture (the "Indenture"), dated as of June 26, 2003 between Home Equity Loan Trust, as issuer (the "Issuer"), and JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Issuer and the Indenture Trustee that:
Print Name of Buyer. By: ---------------------------------- Name: Title: Date: -------------------------------- IF AN ADVISER: Print Name of Buyer By: ---------------------------------- Name: Title: Date: -------------------------------- (SEAL) Exhibit M [Date] [Company] Re: Pooling and Servicing Agreement dated as of August 1, 2001 by and between Washington Mutual Mortgage Securities Corp., as Depositor and Master Servicer, and State Street Bank and Trust Company, as Trustee, relating to Washington Mutual Mortgage Securities Corp. Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2001-MS10 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except as noted on the attachment hereto, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto) it or the Custodian on its behalf has reviewed the documents delivered to it or to the Custodian on its behalf pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents required (in the case of instruments described in clauses (X)(v) and (Y)(x) of the definition of "Mortgage File," known by the Trustee to be required) pursuant to the definition of "Mortgage File" and Section 2.01 of the Pooling and Servicing Agreement have been executed and received as of the date hereof are in its possession or in the possession of the Custodian on its behalf and (ii) all such documents have been executed and relate to the Mortgage Loans identified in the Mortgage Loan Schedule. The Trustee has made no independent examination of such documents beyond the review specifically required in the above referenced Pooling and Servicing Agreement and has relied upon the purported genuineness and due execution of any such documents and upon the purported genuineness of any signature thereon. The Trustee makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the documents contained in each Mortgage File or any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement. ------------------------------------- as Trustee By: ----...
Print Name of Buyer. By: ----------------------- Name: Title: IF AN ADVISER: ___________________________ Print Name of Buyer Date: --------------------- EXHIBIT D FORM OF INVESTMENT LETTER [NON-RULE 144A] [DATE] Wilmington Trust Company 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx North Wilmington, Delaware 19890 Xxxxx Fargo Bank, N.A. Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 Re: Bear Xxxxxxx ARM Trust 2005-2 Mortgage-Backed Notes, Series 2005-2, [Class A][class X-1] [Class B] (The "Notes") ----------------------------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above-captioned Notes, we certify that (a) we understand that the Notes are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Notes, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Notes, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Notes for investment for our own account and not with a view to any distribution of such Notes (but without prejudice to our right at all times to sell or otherwise dispose of the Notes in accordance with clause (g) below), (f) we have not offered or sold any Notes to, or solicited offers to buy any Notes from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (h) we will not sell, transfer or otherwise dispose of any Notes unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an Opinion of Counsel sati...
