EXHIBIT 4.5.1
MASTER SERVICING AND TRUST AGREEMENT, DATED AS OF AUGUST 1, 2003,
AMONG GS MORTGAGE SECURITIES CORP., WACHOVIA BANK, NATIONAL ASSOCIATION,
JPMORGAN CHASE BANK AND CHASE MANHATTAN MORTGAGE CORPORATION
GSR MORTGAGE LOAN TRUST 2003-9
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2003-9
MASTER SERVICING
AND
TRUST AGREEMENT
AMONG
GS MORTGAGE SECURITIES CORP.,
AS DEPOSITOR,
WACHOVIA BANK, NATIONAL ASSOCIATION
AS TRUSTEE,
JPMORGAN CHASE BANK,
AS SECURITIES ADMINISTRATOR AND CUSTODIAN
AND
CHASE MANHATTAN MORTGAGE CORPORATION,
AS MASTER SERVICER
DATED AS OF
AUGUST 1, 2003
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS.............................................................................................1
Section 1.01 Standard Terms............................................................................1
Section 1.02 Defined Terms.............................................................................2
ARTICLE II FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS......................................................13
Section 2.01 Conveyance to the Trustee................................................................13
Section 2.02 Acceptance by the Trustee................................................................13
Section 2.03 REMIC Elections and REMIC Interests Designations.........................................14
ARTICLE III REMITTING TO CERTIFICATEHOLDERS......................................................................16
Section 3.01 Distributions to Certificateholders......................................................16
Section 3.02 Allocation of Realized Losses and Shortfalls.............................................21
ARTICLE IV THE SECURITIES........................................................................................22
Section 4.01 The Certificates.........................................................................22
Section 4.02 Denominations............................................................................22
Section 4.03 Redemption of Certificates...............................................................23
Section 4.04 Securities Laws Restrictions.............................................................23
ARTICLE V MISCELLANEOUS PROVISIONS...............................................................................23
Section 5.01 Request for Opinions.....................................................................23
Section 5.02 Schedules and Exhibits...................................................................24
Section 5.03 Governing Law............................................................................24
Section 5.04 Counterparts.............................................................................24
Section 5.05 Notices..................................................................................24
SCHEDULES AND EXHIBITS
Schedule I Group 1 Mortgage Loans
Schedule II Group 2 Mortgage Loans
Schedule III Group 3 Mortgage Loans
Exhibit A1 Form of Class A1 Certificate
Exhibit A2 Form of Class A2 Certificate
Exhibit A3 Form of Class A3 Certificate
Exhibit X1 Form of Class X1 Certificate
Exhibit X2 Form of Class X2 Certificate
Exhibit X3 Form of Class X3 Certificate
Exhibit B1 Form of Class B1 Certificate
Exhibit B2 Form of Class B2 Certificate
Exhibit B3 Form of Class B3 Certificate
Exhibit B4 Form of Class B4 Certificate
Exhibit B5 Form of Class B5 Certificate
Exhibit B6 Form of Class B6 Certificate
Exhibit R Form of Class R Certificate
MASTER SERVICING AND TRUST AGREEMENT
THIS MASTER SERVICING AND TRUST AGREEMENT (this "Trust Agreement"),
dated as of August 1, 2003, is hereby executed by and among GS MORTGAGE
SECURITIES CORP., a Delaware corporation (the "Depositor"), WACHOVIA BANK,
NATIONAL ASSOCIATION, as trustee (the "Trustee") under this Trust Agreement and
the Standard Terms to Master Servicing and Trust Agreement, August 2003 Edition
(the "Standard Terms"), JPMORGAN CHASE BANK, as securities administrator (in
such capacity, the "Securities Administrator") and custodian (in such capacity,
the "Custodian"), and CHASE MANHATTAN MORTGAGE CORPORATION, as Master Servicer
(the "Master Servicer"), all of the provisions of which, unless otherwise
specified herein, are incorporated herein and shall be a part of this Trust
Agreement as if set forth herein in full.
PRELIMINARY STATEMENT
The Board of Directors of the Depositor has duly authorized the
formation of GSR Mortgage Loan Trust 2003-9 as a trust (the "Trust") to issue a
series of securities with an aggregate initial outstanding principal balance of
$ 322,977,264 to be known as the Mortgage Pass-Through Certificates, Series
2003-9 (the "Certificates"). The Trust is formed by this Trust Agreement. The
Certificates in the aggregate evidence the entire beneficial ownership in the
Trust. The Certificates consist of the thirteen classes set forth herein.
Pursuant to Section 12.01 of the Standard Terms, the Securities
Administrator, on behalf of the Trustee will make an election to treat all of
the assets of the Trust as two real estate mortgage investment conduits (each,
a "REMIC" and, individually, "REMIC I" and "REMIC II") for federal income tax
purposes. The "startup day" of each REMIC for purposes of the REMIC Provisions
is the Closing Date.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, the Depositor, the
Trustee, the Securities Administrator, the Custodian and the Master Servicer
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 STANDARD TERMS.
The Depositor, the Trustee, the Securities Administrator, the
Custodian and the Master Servicer acknowledge that the Standard Terms prescribe
certain obligations of each such entity, with respect to the Certificates. The
Depositor, the Trustee, the Securities Administrator, the Custodian and the
Master Servicer agree to observe and perform such prescribed duties,
responsibilities and obligations, pursuant to the terms and conditions thereof
and of this Trust Agreement, and acknowledge that, except to the extent
inconsistent with the provisions of this Trust Agreement, the Standard Terms
are and shall be a part of this Trust Agreement to the same extent as if set
forth herein in full.
Pursuant to Section 2.02(f) of the Standard Terms, the Depositor
acknowledges the appointment of the Custodian and agrees to deliver, or cause
to be delivered, to the Custodian all Mortgage Loan documents that are to be
included in the Trustee Mortgage Loan File for each Mortgage Loan. The
Depositor and the Custodian acknowledge that, pursuant to existing Custodial
Agreements entered into between the Custodian and predecessors in interest of
the Depositor, the Custodian previously acted as custodian for such
predecessors in interest and that in connection with the formation of the
Trust, the Depositor will assign each Custodial Agreement to the Trustee and
cause a receipt to be issued in the name of the Trustee.
SECTION 1.02 DEFINED TERMS.
Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in Section 1.01 of the Standard Terms or
in the Sale and Servicing Agreements. In the event of a conflict between the
Standard Terms and the Sale and Servicing Agreements, the Sale and Servicing
Agreements shall govern. As used herein, the following terms shall have the
respective meanings assigned thereto:
"Accrued Certificate Interest": Certificate Interest to be distributed
to each Class of Certificates on each Distribution Date consists of (i)
previously accrued Certificate Interest that remained unpaid on the previous
Distribution Date (on a cumulative basis) and (ii) Certificate Interest accrued
for the related Interest Accrual Period.
"Administrative Cost Rate": For each Mortgage Loan, the applicable
Servicing Fee Rate plus the Master Servicing Fee Rate.
"Assignment Agreements": Each of: (a) with respect to the Bank of
America Mortgage Loans: (i) the Assignment, Assumption and Recognition
Agreement, dated August 1, 2003, by and among GSMC, the Depositor and Bank of
America, as Servicer and (ii) the Assignment, Assumption and Recognition
Agreement dated August 1, 2003, by and among the Trust, the Depositor and Bank
of America, as Servicer, and (b) with respect to the National City Mortgage
Loans: (i) the Assignment, Assumption and Recognition Agreement, dated August
1, 2003, by and among GSMC, the Depositor and National City, as Servicer, and
(ii) the Assignment, Assumption and Recognition Agreement, dated August 1,
2003, by and among the Trust, the Depositor and National City, as Servicer.
"Available Distribution Amount": For any Distribution Date, REMIC I
and any Group, the sum, for the Mortgage Loans in such Group, of the following
amounts:
(1) the total amount of all cash received from or on behalf
of the Mortgagors or advanced by the applicable Servicer (or by the
Master Servicer in the event the applicable Servicer fails to make any
such required advances, or by the Securities Administrator in the
event the Master Servicer fails to make any such required advances, in
each case pursuant to Section 3.05 of the Standard Terms) and not
previously distributed (including Advances made by such Servicer (or
by the Master Servicer in the event the applicable Servicer fails to
make any such required advances, or by the Securities Administrator in
the event the Master Servicer fails to make any such required
advances, in each case pursuant to Section 3.05 of the Standard
Terms), Compensating Interest Payments made by such Servicer (or the
Master Servicer) and proceeds of Mortgage Loans that are liquidated),
except:
(a) all Scheduled Payments collected but
due on a Due Date after that Distribution Date;
(b) all Curtailments received after the
previous calendar month;
(c) all Payoffs received after the previous
calendar month (together with any interest payment received
with those Payoffs to the extent that it represents the
payment of interest accrued on the Mortgage Loans for the
period after the previous calendar month);
(d) Liquidation Proceeds and Insurance
Proceeds received on the Mortgage Loans in such Group after
the previous calendar month;
(e) all amounts in the REMIC I Distribution
Account in respect of Mortgage Loans in such Group that are
then due and payable to the applicable Servicer under the
related Sale and Servicing Agreement;
(f) the Servicing Fee and the Master
Servicing Fee for each Mortgage Loan in such Group net of any
amounts payable as compensating interest by the applicable
Servicer (or the Master Servicer) on that Distribution Date;
and
(g) any Crossover Amount from such Group
allocated to another Group as a result of allocating Realized
Losses to such other Group.
(2) the total amount of any cash received by the Securities
Administrator or the applicable Servicer (or the Master Servicer) from
the repurchase by any Loan Seller of any Mortgage Loans in such Group
as a result of defective documentation or breach of representations
and warranties (provided that the obligation to repurchase arose
before the related Due Date); and
(3) any Crossover Amount received from another Group;
provided that the Available Distribution Amount for REMIC II shall be
the aggregate amount distributed by REMIC I minus any amount
distributed to the Holders of the Class R1 Interests on such
Distribution Date.
"Bank of America": Bank of America, N.A., or any successor in
interest.
"Bank of America Mortgage Loans": The Mortgage Loans sold by Bank of
America pursuant to the Bank of America Sale and Servicing Agreement.
"Bank of America Sale and Servicing Agreement": The Mortgage Loan Sale
and Servicing Agreement, dated as of June 1, 2003, between GSMC and Bank of
America, related to the Bank of America Mortgage Loans.
"Bond Reset Date": With respect to the Class A1 Certificates, Class A2
Certificates and Class A3 Certificates, the Distribution Dates occurring in May
2006, May 2008 and May 2010, respectively.
"Book-Entry Certificates": The Class A1, Class A2, Class A3, Class B1,
Class B2, Class B3, Class X1, Class X2 and Class X3 Certificates.
"Certificate Interest": For each Class of Certificates or Interests,
other than the Class X Certificates, on each Distribution Date, an amount equal
to the product of (a) the Certificate Rate for such Class, (b) a fraction, the
numerator of which is 30 and the denominator of which is 360, and (c) the
applicable Certificate Balance. In the case of the Class X Certificates, the
amounts described in Section 2.03.
"Certificate Rate": With respect to each Class of Certificates or
Interests on any Distribution Date, the percentage per annum or other
entitlement to interest described in Section 2.03.
"Class": Each Class of Certificates or REMIC Interests.
"Class A Certificates": The Class A1, Class A2 and Class A3
Certificates.
"Class A1 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class A2 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class A3 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class AI Interests": The Class AI-1, Class AI-2 and Class AI-3
Interests issued by REMIC I.
"Class B Certificate Rate": For the first Interest Accrual Period,
approximately 4.483% per annum and, for each subsequent Interest Accrual
Period, the Class B Net WAC Rate.
"Class B Certificates": The Class B1, Class B2, Class B3, Class B4,
Class B5 and Class B6 Certificates.
"Class B1 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class B2 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class B3 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class B4 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class B5 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class B6 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class B Net WAC Rate": With respect to any Distribution Date, the per
annum rate equal to a fraction (i) the numerator of which is the sum, for each
Mortgage Loan, of the product of (x) the Net Rate in effect for such Mortgage
Loan as of the beginning of the related Due Period and (y) the Scheduled
Principal Balance of such Mortgage Loan on such date, and (ii) the denominator
of which is the aggregate Scheduled Principal Balance of all Mortgage Loans as
of such date.
"Class BI Interests": The Class BI Interests issued by REMIC I.
"Class Percentage": For each Distribution Date and for each Class of
Certificates or Interests, as applicable, the percentage obtained by dividing
the Certificate Balance of such Class of Certificates or Interests, as
applicable, immediately prior to such Distribution Date by the then aggregate
Certificate Balance of all of the Certificates or Interests, as applicable.
"Class R Certificates": The Class of Certificates issued hereunder and
so designated, which are each composed of Class R1 Interests and Class R2
Certificates.
"Class R1 Interests": The "residual interest" (as defined in Code
Section 860(a)(2)) in REMIC I, the beneficial interest in which is represented
by the Class R Certificates.
"Class R2 Certificates": The "residual interest" (as defined in Code
Section 860(a)(2)) in REMIC II, the beneficial interest in which is represented
by the Class R Certificates.
"Class X Certificates": The Class X1, Class X2 and Class X3
Certificates.
"Class X1 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class X1 Pass-Through Amount": On any Distribution Date and with
respect to the Class X1 Certificates, the amount shown in footnote 5 of Section
2.03(c).
"Class X2 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class X2 Pass-Through Amount": On any Distribution Date and with
respect to the Class X2 Certificates, the amount shown in footnote 6 of Section
2.03(c).
"Class X3 Certificates": The Class of Certificates issued hereunder
and so designated.
"Class X3 Pass-Through Amount": On any Distribution Date and with
respect to the Class X3 Certificates, the amount shown in footnote 7 of Section
2.03(c).
"Closing Date": August 29, 2003.
"Corresponding Class": As to each Class of Interests or Certificates,
the Interests or Certificates, as applicable, shown as the "corresponding"
Class or Classes in the applicable chart in Section 2.03.
"Credit Support Depletion Date": The first Distribution Date (if any)
on which the aggregate Certificate Balance of the Class B Certificates has been
or will be reduced to zero.
"Crossover Amounts": As defined in the ultimate paragraph of Section
3.01(a).
"Curtailments": Voluntary partial prepayments on a Mortgage Loan
(i.e., not including Liquidation Proceeds, Insurance Proceeds, or Condemnation
Proceeds).
"Custodial Agreements": Each of (a) the Custodial Agreement, dated as
of May 1, 2003, and the Custodial Agreement, dated as of August 1, 2003, each
by and among GSMC, National City and the Custodian with respect to the National
City Mortgage Loans and (b) the Custodial Agreement, dated as of June 1, 2003,
by and among GSMC, Bank of America and the Custodian with respect to the Bank
of America Mortgage Loans.
"Custodian": JPMorgan Chase, in its capacity as custodian under each
of the Custodial Agreements.
"Cut-Off Date": August 1, 2003.
"Delinquency Test": The test as to whether the following two
conditions are satisfied on any Distribution Date: (A) the outstanding
principal balance of all Mortgage Loans delinquent 60 days or more (including
Mortgage Loans in bankruptcy or foreclosure and REO Property) averaged over the
immediately preceding three-month period is less than or equal to 50% of the
aggregate outstanding principal balance of the Subordinate Certificates as of
such Distribution Date; and (B) cumulative Realized Losses as of each
Distribution Date prior to or occurring in September 2008, or occurring in
September 2009, September 2010, September 2011 and September 2012 (and each
September thereafter) do not exceed 30%, 35%, 40%, 45% and 50%, respectively,
of the aggregate initial Certificate Balance of the Subordinate Certificates.
"Distribution Date": The 25th day of each month, or if such day is not
a Business Day, the next Business Day following such day. The initial
Distribution Date will be September 25, 2003.
"Due Date": For any Mortgage Loan, the first day in each calendar
month.
"Due Period": With respect to each Distribution Date, the period
beginning on the second day of the month preceding the month of such
Distribution Date and ending on, and including, the first day of the month of
such Distribution Date.
"Fitch": Fitch, Inc., or its successor.
"Group": The Group 1 Mortgage Loans, the Group 2 Mortgage Loans or the
Group 3 Mortgage Loans.
"Group 1 Mortgage Loans": The Mortgage Loans listed on Schedule I
hereto.
"Group 2 Mortgage Loans": The Mortgage Loans listed on Schedule II
hereto.
"Group 3 Mortgage Loans": The Mortgage Loans listed on Schedule III
hereto.
"GSMC": Xxxxxxx Xxxxx Mortgage Company.
"Interest Accrual Period": For any Distribution Date, the immediately
preceding calendar month.
"JPMorgan Chase": JPMorgan Chase Bank.
"Junior Subordinate Certificates": The Class B4, Class B5 and Class B6
Certificates.
"LIBOR": For any Interest Accrual Period, the offered rate for
twelve-month U.S. dollar deposits which appears on Telerate Page 3750, as
reported by Bloomberg Financial Markets Commodities News, as of 11:00 a.m.
(London time) on the second London Business Day prior to the beginning of such
Interest Accrual Period. If such rate does not appear on Telerate Page 3750 (or
such other page as may replace Telerate Page 3750 for the purpose of displaying
comparable rates), the rate for that day will be determined on the basis of the
rates at which deposits in U.S. dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to leading banks in the
London interbank market for a period of one month commencing on the first day
of the relevant Interest Accrual Period. The Securities Administrator shall
request the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate
for that day will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that day will be the
arithmetic mean of the rates quoted by major banks in New York City, selected
by the Securities Administrator, at approximately 11:00 a.m., New York City
time, on that day for loans in United States dollars to leading European banks
for a twelve-month period (commencing on the first day of the relevant Interest
Accrual Period). If none of such major banks selected by the Securities
Administrator quotes such rate to the Securities Administrator, LIBOR for such
Interest Accrual Period will be the rate in effect for the immediately
preceding Interest Accrual Period.
"LIBOR Determination Date": With respect to the Class A Certificates
and any Interest Accrual Period after the applicable Bond Reset Date, the
second London Business Day prior to the date on which such Interest Accrual
Period commences.
"Liquidated Mortgage Loan": A Mortgage Loan for which the applicable
Servicer has determined that it has received all amounts that it expects to
recover from or on account of the Mortgage Loan, whether from Insurance
Proceeds, Liquidation Proceeds, the liquidation of any assets pledged for the
further security of such Mortgage Loan in addition to the Mortgaged Property or
otherwise.
"Liquidation Principal": For any Distribution Date, the principal
portion of Liquidation Proceeds received with respect to each Mortgage Loan
that became a Liquidated Mortgage Loan during the calendar month preceding the
month of the Distribution Date.
"London Business Day": A day on which commercial banks in London are
open for business (including dealings in foreign exchange and foreign currency
deposits).
"Master Servicer": Chase Manhattan Mortgage Corporation, its
successors and assigns, in such capacity, and any successor master servicer.
"Master Servicing Fee": With respect to each Distribution Date, an
amount payable to the Master Servicer equal to the sum of (i) one-twelfth of
the Master Servicing Fee Rate multiplied by the aggregate Scheduled Principal
Balance of the Mortgage Loans as of the beginning of the Due Period relating to
such Distribution Date and (ii) all income and gain realized from the
investment of funds in the Master Servicer Account during the period from and
including the Servicer Remittance Date in the calendar month in which such
Distribution Date occurs, to but excluding the Master Servicer Remittance Date
relating to such Distribution Date. Pursuant to a separate agreement, the
Master Servicer will pay the Trustee fee and the Securities Administrator fee
from the Master Servicing Fee.
"Master Servicing Fee Rate": 0.0025% per annum.
"Mortgage Loans": The Bank of America Mortgage Loans and the National
City Mortgage Loans sold to GSMC pursuant to the related Sale and Servicing
Agreements and, in each case, assigned to the Depositor and subsequently to the
Trust pursuant to the Assignment Agreements.
"National City": National City Mortgage Co.
"National City Mortgage Loans": The Mortgage Loans sold by National
City pursuant to the National City Sale and Servicing Agreement.
"National City Sale and Servicing Agreements": The Flow Seller's
Warranties and Servicing Agreement, dated as of May 1, 2003, as amended and
restated pursuant to the Amended and Restated Flow Seller's Warranties and
Servicing Agreement, dated as of August 1, 2003, each between GSMC, as
purchaser, and National City, as seller and servicer.
"Net Rate": With respect to each Mortgage Loan, the interest rate of
such Mortgage Loan less the Administrative Cost Rate applicable to such
Mortgage Loan. For purposes of calculating the Certificate Rates of the
Interests and Certificates, the Net Rate of a Mortgage Loan will be calculated
without regard to any modification, waiver or amendment of the interest rate of
the Mortgage Loan, whether agreed to by any Servicer or resulting from a
bankruptcy, insolvency or similar proceeding involving the related Mortgagor.
"Net WAC Rate": With respect to any Distribution Date, REMIC I and
each Group, the per annum rate equal to a fraction (i) the numerator of which
is the sum, for each Mortgage Loan in such Group, of the product of (x) the Net
Rate in effect for such Mortgage Loan as of the beginning of the related Due
Period and (y) the Scheduled Principal Balance of such Mortgage Loan on such
date, and (ii) the denominator of which is the aggregate Scheduled Principal
Balance of the Mortgage Loans in such Group as of such date.
"Notional Amount": With respect to the Class X1, X2 and X3
Certificates and each Distribution Date, an amount equal to the Certificate
Balance of the Class A1, A2 and A3 Certificates, respectively, immediately
prior to such Distribution Date.
"Payoffs": Voluntary prepayments in full on a Mortgage Loan.
"Prepayment Period": As to each Distribution Date, the preceding
calendar month.
"Principal Payment Amount": For any Distribution Date and any Group,
the sum of the portion of the Scheduled Payments on the Mortgage Loans due
during the related Due Period that are allocable to principal.
"Principal Prepayment Amount": For any Distribution Date and any
Group, the sum for the Mortgage Loans in such Group, of all Payoffs and
Curtailments relating to the Mortgage Loans in such Group that were received
during the preceding calendar month.
"Private Certificates": The Class B4, Class B5 and Class B6
Certificates.
"Qualified Institutional Buyer": Any "qualified institutional buyer"
as defined in clause 7(a) of Rule 144A promulgated under the Securities Act.
"Rating Agency": With respect to the Senior Certificates and the Class
R Certificates, each of S&P and Fitch, and, with, respect to the Subordinate
Certificates, S&P.
"Reconciliation Amount": The difference, if any, between the aggregate
Scheduled Principal Balance of the Mortgage Loans on the Cut-Off Date and the
total amount of Certificates issued on the Closing Date, which amount shall be
no greater than $5,000.
"Record Date": For any Distribution Date, the last Business Day of the
preceding calendar month, except for the Class A2 Certificates, for which the
Record Date is the Business Day preceding the Distribution Date.
"Reference Banks": Four major banks in the London interbank market
selected by the Securities Administrator.
"Regular Certificates": The Class A, Class X and Class B Certificates.
"Regular Interests": The REMIC I Regular Interests and the REMIC II
Regular Interests.
"REMIC": Either REMIC I or REMIC II.
"REMIC Interests": Each Class of REMIC interests issued pursuant to
Section 2.03(b) through (c) and identified as "REMIC" Interests therein.
"REMIC I": One of the two real estate mortgage investment conduits
created in the Trust, which consists of the Mortgage Loans and certain other
assets and the REMIC I Distribution Account.
"REMIC I Regular Interests": The regular interests in REMIC I,
consisting of the Class AI-1, Class AI-2, Class AI-3 and Class BI Interests.
"REMIC II": One of the two real estate mortgage investment conduits
created in the Trust, which consists of the Certificate Account and the REMIC I
Regular Interests.
"REMIC II Regular Interests": The regular interests in REMIC II,
consisting of the Class A, Class X and Class B Certificates.
"Remittance Date": The 18th day of each month, or if such day is not a
business day, on the business day immediately preceding such date.
"S&P": Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., or its successor.
"Sale and Servicing Agreements": Collectively, (a) the Bank of America
Sale and Servicing Agreement and (b) the National City Sale and Servicing
Agreement.
"Scheduled Payment": For each mortgage loan, payments of interest and
principal scheduled to be paid on each Due Date in accordance with the terms of
related Mortgage Note.
"Securities Administrator": JPMorgan Chase, in its capacity as
Securities Administrator under this Trust Agreement, or its successor in
interest in such capacity.
"Sellers": Bank of America and National City.
"Senior Certificates": The Class A and Class X Certificates.
"Senior Liquidation Amount": For any Distribution Date and any Group,
will equal the aggregate, for each Mortgage Loan that became a Liquidated
Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Senior Percentage, for the
applicable Group, of the Scheduled Principal Balance of that Mortgage Loan and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal
derived from such Mortgage Loan.
"Senior Percentage": For each Group, REMIC I and any Distribution
Date, will equal the lesser of (a) 100% and (b) the sum of the Certificate
Balances (immediately before the Distribution Date) of the Class AI Interests
related to such Group, divided by the Aggregate Scheduled Principal Balance of
the Mortgage Loans in such Group as of the beginning of the Due Period related
to such Distribution Date.
"Senior Prepayment Amount": For any Distribution Date, any Group and
REMIC I, the product of (i) the applicable Senior Prepayment Percentage and
(ii) the Principal Prepayment Amount for such Group received during the related
Prepayment Period.
"Senior Prepayment Percentage": For each Distribution Date, any Group
and REMIC I, the applicable Senior Percentage for such Distribution Date, plus
the percentage of the Subordinate Percentage for such Group identified below
for the period during which such Distribution Date occurs:
Distribution Date Percent of
Subordinate
Percentage
September 2003 through August 2008............. 100%
September 2008 through August 2009............. 70%
September 2009 through August 2010............. 60%
September 2010 through August 2011............. 40%
September 2011 through August 2012............. 20%
September 2012 and thereafter.................. 0%
provided, however, that on any Distribution Date (i) if the Senior Percentage
for such Group and that Distribution Date exceeds the initial Senior Percentage
for such Group as of the Closing Date, then the Senior Prepayment Percentage
for such Group and that Distribution Date will equal 100%; (ii) if before the
Distribution Date in September 2006, (x) the combined Subordinate Percentage
for all Groups for such Distribution Date is greater than or equal to twice the
combined Subordinate Percentage for all Groups as of the Closing Date and (y)
the aggregate amount of Realized Losses realized in all Groups is less than or
equal to 20% of the initial aggregate Certificate Balance of the Subordinate
Interests, then the Senior Prepayment Percentages for such Distribution Date
will equal the Senior Percentage for such Group plus 50% of the Subordinate
Percentage for such Group for that Distribution Date; and (iii) if on or after
the Distribution Date in September 2006, (x) the Subordinate Percentage for
such Group for such Distribution Date is greater than or equal to twice the
combined Subordinate Percentages for all Groups as of the Closing Date and (y)
the aggregate amount of Realized Losses realized in all Groups is less than or
equal to 30% of the initial aggregate Certificate Balance of the Subordinate
Interests, then the Senior Prepayment Percentage for such Distribution Date
will equal the Senior Percentage for such Group for such Distribution Date (the
tests expressed in clauses (ii) and (iii) being referred to as the "two-times
tests"); provided, further, that if the Delinquency Test is not satisfied as of
such Distribution Date, the Subordinate Percentage used to calculate the Senior
Prepayment Percentage for the related Distribution Date shall equal 100%. If on
any Distribution Date the allocation to the Class AI Interests related to any
Group in the percentage required, would reduce the sum of the Certificate
Balances of those Interests below zero, the Senior Prepayment Percentage for
such Group for that Distribution Date shall be limited to the percentage
necessary to reduce such sum to zero.
"Senior Principal Distribution Amount": For each Group on each
Distribution Date, the sum of: (i) the Senior Percentage of the Principal
Payment Amount for such Group, (ii) the Senior Prepayment Percentage of the
Principal Prepayment Amount for such Group, (iii) the Senior Liquidation Amount
for such Group and (iv) Crossover Amounts, if any, received from any other
Group.
"Servicers": (a) with respect to the Bank of America Mortgage Loans,
Bank of America, and its successors or assigns under the Bank of America Sale
and Servicing Agreement and (b) with respect to the National City Mortgage
Loans, National City, N.A. and its successors or assigns under the National
City Sale and Servicing Agreement.
"Servicing Fee": With respect to each Distribution Date and each
Mortgage Loan, the aggregate amount payable to the related Servicer with
respect to such Mortgage Loan which amount payable is equal to one-twelfth of
the applicable Servicing Fee Rate multiplied by the Scheduled Principal Balance
of such Mortgage Loan as of the beginning of the Due Period related to such
Distribution Date.
"Servicing Fee Rate": For each Mortgage Loan serviced by National
City, 0.25% per annum; for 90.9% of the Mortgage Loans serviced by Bank of
America, 0.25% per annum; and for 9.1% of the Mortgage Loans serviced by Bank
of America, 0.375% per annum.
"Subordinate Certificates": The Class B Certificates.
"Subordinate Component Balance": For each Group and REMIC I as of the
beginning of any Due Period, the then outstanding aggregate Scheduled Principal
Balance of the Mortgage Loans in such Group minus the then outstanding
aggregate Certificate Balance of the related Class AI Interests (and, in the
case of the Group 2 Mortgage Loans, of the Class R1 Interests).
"Subordinate Interests": The Class BI Interests.
"Subordinate Percentage": For each Group and any Distribution Date,
(x) 100%, minus (y) the Senior Percentage for such Group for such Distribution
Date.
"Subordinate Principal Distribution Amount": For each Group and REMIC
I on any Distribution Date, the (x) the sum of the Principal Payment Amount,
the Principal Prepayment Amount and the Liquidation Principal for such Group,
minus (y) the Senior Principal Distribution Amount, minus (z) Crossover
Amounts, if any, paid to any other Group.
"Subordination Levels": With respect to any class of Subordinate
Certificates on any specified date and REMIC II, the percentage obtained by
dividing the sum of the Certificate Balances of all Classes of Subordinate
Certificates that are subordinate to that Class by the sum of the Certificate
Balances of all Classes of Certificates as of such date, before giving effect
to distributions and allocations of Realized Losses to the Certificates on such
date.
"Trust Agreement": This Master Servicing and Trust Agreement, dated as
of August 1, 2003, which incorporates by reference the Standard Terms to the
Master Servicing and Trust Agreement (August 2003 Edition). Any references in
any documents required hereunder, including references in documents within the
Trustee Mortgage Loan File, to a Master Servicing and Trust Agreement dated as
of August 1, 2003, shall be deemed to refer to this Trust Agreement.
"Trust Estate": As defined in Section 2.01 hereof.
"Trustee": Wachovia Bank, National Association, not in its individual
capacity but solely as Trustee under this Trust Agreement, or its successor in
interest in such capacity, or any successor trustee appointed as herein
provided.
ARTICLE II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
SECTION 2.01 CONVEYANCE TO THE TRUSTEE.
To provide for the distribution of the principal of and interest on
the Certificates and Interests in accordance with their terms, all of the sums
distributable under this Trust Agreement with respect to the Certificates and
the Interests and the performance of the covenants contained in this Trust
Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers
to the Trustee, in trust, without recourse and for the exclusive benefit of the
Holders of the Certificates, all of the Depositor's right, title and interest
in and to any and all benefits accruing to the Depositor from: (a) the Mortgage
Loans listed on each of Schedule I, Schedule II and Schedule III hereto, the
related Trustee Mortgage Loan Files, and all Monthly Payments due thereon after
the Cut-Off Date and all principal prepayments collected with respect to the
Mortgage Loans and paid by a Borrower on or after the Cut-Off Date, and
proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the
Sale and Servicing Agreements; provided that the Depositor hereby reserves its
right to indemnification under the Sale and Servicing Agreements; (c) the
Custodial Agreements; (d) the Assignment Agreements; (e) the REMIC I
Distribution Account, the Master Servicer Account, the Certificate Account, and
the Collection Accounts and (f) proceeds of all of the foregoing (including,
without limitation, all amounts, other than investment earnings, from time to
time held or invested in the Collection Account, the REMIC I Distribution
Account and the Certificate Account, whether in the form of cash, instruments,
securities or other property, all proceeds of any mortgage insurance, mortgage
guarantees, hazard insurance, or title insurance policy relating to the
Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, rights to payment of any
and every kind, and other forms of obligations and receivables, which at any
time constitute all or part or are included in the proceeds of any of the
foregoing) to pay the REMIC Interests and the Certificates as specified herein
(items (a) through (f) above shall be collectively referred to herein as the
"Trust Estate").
The foregoing sale, transfer, assignment, set-over and conveyance does
not and is not intended to result in the creation of an assumption by the
Trustee of any obligation of the Depositor, the Seller or any other person in
connection with the Mortgage Loans, the Sale and Servicing Agreements, the
Assignment Agreements or under any agreement or instrument relating thereto
except as specifically set forth herein.
SECTION 2.02 ACCEPTANCE BY THE TRUSTEE.
By its execution of this Agreement, the Trustee acknowledges and
declares that it holds and will hold or has agreed to hold (in each case
through the applicable Custodian) all documents delivered to any such person
from time to time with respect to the Mortgage Loans and all assets included in
the definition of "Trust Estate" herein in trust for the exclusive use and
benefit of all present and future Holders of the Certificates. The Trustee has
not created and will not create, and no Officer of the Trustee has any actual
knowledge or has received actual notice of, any interest in the Trust Estate
contrary to the interests created by the Trust Agreement. The Trustee has not
entered, nor intends to enter, into any subordination agreement or
intercreditor agreement with respect to any assets included in the Trust
Estate.
SECTION 2.03 REMIC ELECTIONS AND REMIC INTERESTS DESIGNATIONS.
(a) REMIC Elections. Elections shall be made by the Securities
Administrator, on behalf of the Trustee, to treat the assets of the Trust
Estate described in the definition of the term "REMIC I" and the assets of the
Trust Estate described in the definition of the term "REMIC II" as separate
REMICs for federal income tax purposes. The REMIC I Regular Interests will
constitute the regular interests in REMIC I, and the Class R1 Interests will
constitute the residual interest in REMIC I. The REMIC II Regular Interests
will constitute the regular interests in REMIC II, and the Class R2
Certificates will constitute the residual interest in REMIC II.
(b) REMIC I Interests. REMIC I shall issue each of the following
Classes of Interests, each of which shall be a Class of REMIC I Interests,
having the following Certificate Rates and initial Certificate Balances:
RELATED GROUP REMIC INITIAL CERTIFICATE CERTIFICATE RATE CORRESPONDING CLASSES
INTEREST BALANCE
Group 1 Class AI-1 $122,170,000 (1) A1, X1
Group 2 Class AI-2 $160,748,050 (2) A2, X2
Group 3 Class AI-3 $28,754,000 (3) A3, X3
All Groups Class BI $11,305,164 (4) B1-6
Group 2(7) Class R1 $50 (5) N/A(6)
(1) On each Distribution Date, the Certificate Rate on the Class AI-1 Interests will equal the Net WAC Rate for the Group 1
Mortgage Loans, which for the initial Distribution Date will equal approximately 3.648%.
(2) On each Distribution Date, the Certificate Rate on the Class AI-2 Interests will equal the Net WAC Rate for the Group 2
Mortgage Loans, which for the initial Distribution Date will equal approximately 4.388%.
(3) On each Distribution Date, the Certificate Rate on the Class AI-3 Interests will be equal to the Net WAC
Rate for the Group 3 Mortgage Loans, which for the initial Distribution Date will equal approximately
4.746%.
(4) On each Distribution Date, the Certificate Rate on the Class BI Interests will be equal to the Class B Net
WAC Rate, which for the initial Distribution Date will equal approximately 4.483%.
(5) On each Distribution Date, the Certificate Rate on the Class R1 Interests will be equal to the Group 2 Net
WAC Rate, which for the initial Distribution Date will equal approximately 4.610%.
(6) N/A means not applicable.
(7) On the first Distribution Date, the Class R1 Interests will receive principal payments in reduction of its
Certificate Balance plus Accrued Certificate Interest thereon from collections on Group 2 Mortgage Loans.
The Class R1 Interests will otherwise receive distributions, if any, from all Groups.
(c) REMIC II Interests. REMIC II shall issue the Certificates, with the designations, initial Certificate
Balances and Certificate Rates set forth below, each of which shall be a Class of REMIC II Interest.
CLASS OF CERTIFICATES INITIAL INITIAL FINAL SCHEDULED CORRESPONDING CLASS
CERTIFICATE BALANCE CERTIFICATE RATE DISTRIBUTION DATE OF INTERESTS
Class A1 Certificates $122,170,000 3.648%(2) August 25, 2033 AI-1
Class A2 Certificates $160,748,000 4.388%(3) August 25, 2033 AI-2
Class A3 Certificates $28,754,000 4.746%(4) August 25, 2033 AI-3
Class X1 Certificates $122,170,000(1) 0.550%(5) August 25, 2033 AI-1
Class X2 Certificates $160,748,000(1) 0.222%(6) August 25, 2033 AI-2
Class X3 Certificates $28,754,000(1) 0.238%(7) August 25, 2033 AI-3
Class B1 Certificates $5,652,000 4.483%(8) August 25, 2033 BI
Class B2 Certificates $1,937,000 4.483%(8) August 25, 2033 BI
Class B3 Certificates $1,454,000 4.483%(8) August 25, 2033 BI
Class B4 Certificates $ 807,000 4.483%(8) August 25, 2033 BI
Class B5 Certificates $ 808,000 4.483%(8) August 25, 2033 BI
Class B6 Certificates $ 647,164 4.483%(8) August 25, 2033 BI
Class R2 Certificates $50 4.610%(9) N/A(10) N/A(10)
(1) Notional Amount.
(2) For each Distribution Date on or prior to the applicable Bond Reset Date, the Certificate Rate for the
Class A1 Certificates will equal 3.648% per annum. For each Distribution Date after the applicable Bond
Reset Date, the Certificate Rate for the Class A1 Certificates will be a per annum rate equal to the lesser
of (x) the Certificate Rate for the Class AI-1 Interests for such Distribution Date and (y) twelve-month
LIBOR plus 1.75%.
(3) For each Distribution Date on or prior to the applicable Bond Reset Date, the Certificate Rate for the
Class A2 Certificates will equal 4.388% per annum. For each Distribution Date after the applicable Bond
Reset Date, the Certificate Rate for the Class A2 Certificates will be a per annum rate equal to the lesser
of (x) the Certificate Rate for the Class AI-2 Interests for such Distribution Date and (y) twelve-month
LIBOR plus 1.75%.
(4) For each Distribution Date on or prior to the applicable Bond Reset Date, the Certificate Rate for the
Class A3 Certificates will equal 4.746% per annum. For each Distribution Date after the applicable Bond
Reset Date, the Certificate Rate for the Class A3 Certificates will be a per annum rate equal to the lesser
of (x) the Certificate Rate for the Class AI-3 Interests for such Distribution Date and (y) twelve-month
LIBOR plus 1.75%.
(5) The approximate Certificate Rate for the first Distribution Date is stated as one-twelfth of a percentage
of the Class X1 Notional Amount. On each Distribution Date, the Class X1 Certificates will be entitled to
receive an amount equal to (x) the excess, if any, of (i) the Certificate Rate for the Class AI-1 Interests
for such Distribution Date over (ii) the Class A1 Certificate Rate for such Distribution Date, multiplied
by (y) one-twelfth and by (z) the Class X1 Notional Amount for such Distribution Date.
(6) The approximate Certificate Rate for the first Distribution Date is stated as one-twelfth of a percentage
of the Class X2 Notional Amount. On each Distribution Date, the Class X2 Certificates will be entitled to
receive an amount equal to (x) the excess, if any, of (i) the Certificate Rate for the Class AI-2 Interests
for such Distribution Date over (ii) the Class A2 Certificate Rate for such Distribution Date, multiplied
by (y) one-twelfth and by (z) the Class X2 Notional Amount for such Distribution Date.
(7) The approximate Certificate Rate for the first Distribution Date is stated as one-twelfth of a percentage
of the Class X3 Notional Amount. On each Distribution Date, the Class X3 Certificates will be entitled to
receive an amount equal to (x) the excess, if any, of (i) the Certificate Rate for the Class AI-3 Interests
for such Distribution Date over (ii) the Class A3 Certificate Rate for such Distribution Date, multiplied
by (y) one-twelfth and by (z) the Class X3 Notional Amount for such Distribution Date.
(8) For the initial Distribution Date, the Certificate Rate for each Class of Subordinated Certificates will
equal approximately 4.483% per annum. On each Distribution Date thereafter, the Certificate Rate for each
Class of Subordinated Certificates will equal the Class B Net WAC Rate for such Distribution Date.
(9) The Certificate Rate on the Class R2 Certificates will equal the Group 2 Net WAC Rate which, for the
initial Distribution Date, will equal approximately 4.610%.
(10) N/A means not applicable.
(d) REMIC Final Scheduled Distribution. The final Scheduled Distribution Date for the REMIC Interests and each
Class of Certificates is the August 2033 Distribution Date.
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
SECTION 3.01 DISTRIBUTIONS TO CERTIFICATEHOLDERS.
(a) REMIC I Distributions. In accordance with Section 3.01(d) of the
Standard Terms and subject to the exceptions set forth below, on each
Distribution Date, the Securities Administrator shall withdraw the aggregate
Available Distribution Amount (less any amounts withdrawn pursuant to Section
3.01(b)(i) and (ii) of the Standard Terms) for the Group 1 Mortgage Loans, the
Group 2 Mortgage Loans and the Group 3 Mortgage Loans from the Distribution
Account for REMIC I, and shall distribute it in the following manner and order
of priority to the Certificate Account (except that amounts payable to the
Class R1 Interests shall be distributed to the Holders of the Class R1
Interests):
(i) The Available Distribution Amount for the Group 1
Mortgage Loans shall be distributed in the following order:
(1) first, to the Class AI-1 Interests, Accrued
Certificate Interest thereon; and
(2) second, to pay principal of the Class AI-1
Interests, to the extent of the Senior Principal Distribution Amount for the
Group 1 Mortgage Loans, until the Certificate Balance thereof has been reduced
to zero.
(ii) The Available Distribution Amount for the Group 2
Mortgage Loans shall be distributed as follows:
(1) first, pro rata, to the Class AI-2 Interests and
the Class R1 Interests, Accrued Certificate Interest thereon;
(2) second, to pay principal to the Class R1
Interests to the extent of the Senior Principal Distribution Amount for the
Group 2 Mortgage Loans, until the Certificate Balance thereof has been reduced
to zero; and
(3) third, to pay principal to the Class AI-2
Interests to the extent of the remaining Senior Principal Distribution Amount
for the Group 2 Mortgage Loans, until the Certificate Balance thereof is
reduced to zero.
(iii) The Available Distribution Amount for the Group 3
Mortgage Loans shall be distributed as follows:
(1) first, to the Class AI-3 Interests, Accrued
Certificate Interest thereon; and
(2) second, to pay principal to the Class AI-3
Interests to the extent of the Senior Principal Distribution Amount for the
Group 3 Mortgage Loans, until the Certificate Balance thereof is reduced to
zero.
(iv) Subject to the exceptions described below, the portion
of the Available Distribution Amount remaining for each Group shall be
distributed as follows:
(1) first, to the Class BI Interests, Accrued
Certificate Interest thereon;
(2) second, to pay principal to the Class BI
Interests to the extent of the aggregate Subordinate Principal Distribution
Amount for all Groups, until the Certificate Balance thereof is reduced to
zero;
(3) third, to each Class of REMIC I Interests in
sequential order of seniority, up to the amount of Realized Losses allocated to
such Class; and
(4) fourth, after all Classes of REMIC I Interests
are paid in full and all losses previously allocated to any outstanding Class
of Interests have been paid in full, pro rata to the holders of the Class R1
Interests).
If, on any Distribution Date, the Subordinate Component Balance with
respect to any Group is less than zero (each such Group, an "Affected Group"),
then an amount equal to the lesser of (i) the amount necessary to make the
Subordinate Component Balance equal to zero on such Distribution Date, and (ii)
the aggregate amount otherwise allocable to the Subordinate Interests on such
Distribution Date shall be used to make payments to the Class AI Interests
related to the Affected Group (such amount, a "Crossover Amount"). In the event
there is more than one Affected Group on any Distribution date, payments to the
Class AI Interests related to the Affected Groups pursuant to this paragraph
shall be made to such Class AI Interests pro rata based on the respective
Crossover Amounts.
(b) REMIC II Distributions. In accordance with Section 3.01(d) of the
Standard Terms, on each Distribution Date, after all REMIC Interest
allocations have been made as described in Sections 3.01(a) above and 3.02(a)
below, the Securities Administrator shall withdraw all amounts allocated to
the various REMIC I Regular Interests and deposited in the Certificate
Account, and shall allocate and, subject to Section 3.01(c), distribute such
amounts in the following manner and order of priority:
(i) The amount distributed on such Distribution Date to the
Class AI-1 Interests pursuant to Section 3.01(a)(i) will be distributed as
follows:
(1) first, pro rata to the Class A1 and Class X1
Certificates, Accrued Certificate Interest thereon; and
(2) second, to the Class A1 Certificates, as
principal, the amount distributed on such Distribution Date to the Class AI-1
Interests pursuant to Section 3.01(a)(i)(2).
(ii) The amount distributed on such Distribution Date to the
Class AI-2 Interests pursuant to Section 3.01(a)(ii) will be distributed as
follows:
(1) first, pro rata to the Class A2, Class X2 and
Class R2 Certificates, Accrued Certificate Interest thereon;
(2) second, to the Class R2 Certificates, as
principal until the Certificate Balance thereof is reduced to zero, the amount
distributed on such Distribution Date to the Class AI-2 Interests pursuant to
Section 3.01(a)(ii)(3); and
(3) third, to the Class A2 Certificates, as
principal, any remainder from the amount distributed on such Distribution Date
to the Class AI-2 Interests pursuant to Section 3.01(a)(ii)(3).
(iii) The amount distributed on such Distribution Date to the
Class AI-3 Interests pursuant to Section 3.01(a)(iii) will be distributed as
follows:
(1) first, pro rata, to the Class A3 Certificates
and the Class X3 Certificates, Accrued Certificate Interest thereon; and
(2) second, to the Class A3 Certificates, as
principal, the amount distributed on such Distribution Date to the Class AI-3
Interests pursuant to Section 3.01(a)(iii)(2).
(iv) Subject to the exceptions described below, unless the
respective Certificate Balances of each class of Subordinate Certificates have
been previously reduced to zero, the amount distributed on such Distribution
Date to the Class BI Interests pursuant to Section 3.01(a)(iv) will be
distributed in the following order of priority:
(1) to the Class B1 Certificates, Accrued
Certificate Interest thereon;
(2) to the Class B1 Certificates, as principal,
their pro rata share (based on Certificate Balance) of the amount distributed
on such Distribution Date to the Class BI Interests pursuant to Section
3.01(a)(iv)(2);
(3) to the Class B2 Certificates, Accrued
Certificate Interest thereon;
(4) to the Class B2 Certificates, as principal,
their pro rata share (based on Certificate Balance) of the amount distributed
on such Distribution Date to the Class BI Interests pursuant to Section
3.01(a)(iv)(2);
(5) to the Class B3 Certificates, Accrued
Certificate Interest thereon;
(6) to the Class B3 Certificates, as principal,
their pro rata share (based on Certificate Balance) of the amount distributed
on such Distribution Date to the Class BI Interests pursuant to Section
3.01(a)(iv)(2);
(7) to the Class B4 Certificates, Accrued
Certificate Interest thereon;
(8) to the Class B4 Certificates, as principal,
their pro rata share (based on Certificate Balance) of the amount distributed
on such Distribution Date to the Class BI Interests pursuant to Section
3.01(a)(iv)(2);
(9) to the Class B5 Certificates, Accrued
Certificate Interest thereon;
(10) to the Class B5 Certificates, as principal,
their pro rata share (based on Certificate Balance) of the amount distributed
on such Distribution Date to the Class BI Interests pursuant to Section
3.01(a)(iv)(2);
(11) to the Class B6 Certificates, Accrued
Certificate Interest thereon;
(12) to the Class B6 Certificates, as principal,
their pro rata share (based on Certificate Balance) of the amount distributed
on such Distribution Date to the Class BI Interests pursuant to Section
3.01(a)(iv)(2);
(13) to each Class of Certificates, in respect of
unreimbursed Realized Losses allocated to such Class on such Distribution Date
and prior Distribution Dates, an amount equal to the amount distributed on such
Distribution Date to the Corresponding Class of REMIC I Interests pursuant to
Section 3.01(a)(iv)(3); provided, however, that any such amount allocated to
the Class BI Interests on such Distribution Date shall be allocated to the
Class B Certificates in sequential order of seniority; provided, further, that
any amounts distributed pursuant to this paragraph (d)(viii) shall not cause a
further reduction in the Certificate Balance of any Class of Certificates; and
(14) at such time as all other Classes of
Certificates have been paid in full and all Realized Losses previously
allocated to any Class of Certificates with a Certificate Balance greater than
zero on such Distribution Date have been reimbursed in full, to the Holders of
the Class R2 Certificates.
(c) Notwithstanding paragraph (b)(iv), above, on any Distribution Date
on which the Subordination Level for any Class of Subordinate Certificates is
less than its Subordination Level as of the Closing Date, distributions among
the Subordinate Certificates shall be allocated to increase such Subordination
Level. The Securities Administrator shall identify the most senior class of
Subordinate Certificates for which the Subordination Level is less than the
Subordination Level as of the Closing Date, and the principal amount otherwise
allocable to the Classes of Subordinate Certificates junior to such Class
pursuant to Section 3.01(b)(iv) will instead be allocated among the more senior
Classes of Subordinate Certificates, pro rata in proportion to the Certificate
Balances of those Classes.
(d) Notwithstanding paragraphs (a) and (b), above, on each
Distribution Date prior to the Credit Support Depletion Date, but after the
reduction of any of the Certificate Balances of the Class AI-1, Class AI-2 or
Class AI-3 Interests to zero, the remaining Class AI Interests will be entitled
to receive, as principal payments, pro rata based upon their Certificate
Balances immediately prior to such Distribution Date, in addition to any Senior
Principal Distribution Amount for the related Group, 100% of the Principal
Prepayment Amount on any Mortgage Loan in any other Group as to which the
related Class AI Interests have been fully repaid; provided, however, that if
(A) the combined Subordinate Percentage for all Groups on such Distribution
Date equals or exceeds 200% of the combined Subordinate Percentage for all
Groups on the Closing Date and (B) the aggregate Scheduled Principal Balance of
the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last three calendar months, as a percentage of the Subordinate Percentage does
not exceed 50%, then the additional allocation of Principal Prepayment Amounts
to the Senior Certificates in accordance with this Section 3.01(d) shall not be
made.
(e) All distributions or allocations made with respect to each Class
of Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates of such Class based on the Certificate Balance (or, in
the case of the Class X Certificates, the Notional Amount) of each such
Certificate. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) with respect to the
Regular Certificates, by wire transfer of immediately available funds to the
account of a Holder at a bank or other entity having appropriate facilities
therefore, if such Holder shall have so notified the Securities Administrator
in writing by the Record Date immediately prior to such Distribution Date and
such Holder is the registered owner of Regular Certificates with an initial
principal amount of at least $1,000,000 (or, with respect to the Class B4,
Class B5 and Class B6 Certificates, at least $500,000, and, with respect to the
Class X Certificates, an initial Notional Amount of $5,000,000). The Securities
Administrator may charge the Holder a fee for any payment made by wire
transfer. Final distribution on the Certificates will be made only upon
surrender of the Certificates at the offices of the Certificate Registrar set
forth in the notice of such final distribution.
(f) Any amounts remaining in the Certificate Account on any
Distribution Date after all allocations and distributions required to be made
by this Trust Agreement have been made, shall be paid to the Class R2
Certificates and all amounts remaining in REMIC I after payment in full of all
Interests and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Class R1 Interests.
SECTION 3.02 ALLOCATION OF REALIZED LOSSES AND SHORTFALLS.
(a) Realized Losses.
(i) On each Distribution Date, Realized Losses for the
related Due Period shall be applied, prior to making any distributions to be
made on such Distribution Date, to the Class BI Interests until the Certificate
Balance thereof has been reduced to zero and thereafter pro rata to the Class
AI Interests.
(ii) Realized Losses allocated to each Class of REMIC I
Interests in accordance with Section 3.02(a)(i) shall, in turn, be allocated to
the Corresponding Class of Certificates (other than the Class X Certificates)
issued by REMIC II on the same Distribution Date, in each case until the
Certificate Balance thereof has been reduced to zero; provided, however, that
Realized Losses allocated to the Class BI Interests on a Distribution Date
shall be allocated to the Class B Certificates on such date in reverse order of
priority.
(b) Interest Shortfall. Notwithstanding anything in the Standard Terms
or this Trust Agreement to the contrary, on each Distribution Date, before any
distributions are made on the Certificates, Month End Interest Shortfall and
Soldiers' and Sailors' Shortfall with respect to the Mortgage Loans in REMIC I
shall be allocated to reduce the amount of interest distributable on the REMIC
Interests pro rata. Any Shortfall allocated to the REMIC Interests in REMIC I
in turn shall be allocated to reduce the amount of interest distributable on
the Corresponding Classes of Certificates. Any Shortfall allocable to the
Certificates as provided above shall be allocated pro rata to all Classes of
Certificates in the Group where the affected Mortgage Loan belongs.
(c) Modification Losses. In the event that the Note Rate on a Mortgage
Loan is reduced as a result of a modification of the terms of such Mortgage
Loan, such modification shall be disregarded for purposes of calculating the
Certificate Rate on any Class of Certificates or Class of REMIC Interest. Any
shortfall resulting from any such modifications, however, shall be treated as a
Realized Loss occurring on each Distribution Date and shall be applied to
reduce the Certificate Balances of the Certificates and REMIC Interests in the
manner and order of priority set forth above.
(d) Subsequent Recoveries. In the event that there is a recovery of an
amount in respect of principal of a Mortgage Loan, which amount had previously
been allocated as a Realized Loss to one or more Classes of Certificates, (i)
such amount shall be treated as a Principal Prepayment Amount and shall be
included in the Available Distribution Amount for the Distribution Date
occurring in the month following the month in which such recovery is received
and (ii) the Certificate Balance of the Classes to which any Realized Loss had
previously been allocated, whether or not such Classes remain outstanding,
shall be increased in reverse order of priority, in each case by an amount
equal to the lesser of (x) the amount of such recovery and (y) the aggregate
amount of Realized Losses previously allocated to such Classes less amounts
previously allocated to such Classes pursuant to this paragraph.
ARTICLE IV
THE SECURITIES
SECTION 4.01 THE CERTIFICATES.
The Certificates will be designated generally as the Mortgage
Pass-Through Certificates, Series 2003-9 and will consist of the Class A1
Certificates, the Class A2 Certificates, the Class A3 Certificates, the Class
X1 Certificates, the Class X2 Certificates, the Class X3 Certificates, the
Class B1 Certificates, the Class B2 Certificates, the Class B3 Certificates,
the Class B4 Certificates, the Class B5 Certificates, the Class B6 Certificates
and the Class R Certificates. The aggregate principal amount of Certificates
that may be executed and delivered under this Agreement is limited to
$322,977,264, except for Certificates executed and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Section 5.03 or 5.05 of the Standard Terms. On the Closing Date, the
Securities Administrator shall execute, and the Certificate Registrar shall
authenticate and deliver Mortgage Pass-Through Certificates in the names and
amounts and to the Persons as directed by the Depositor. The table in Section
2.03(c) sets forth the Classes of Certificates and the initial Certificate
Balance and Final Distribution Date for each Class of the Certificates.
SECTION 4.02 DENOMINATIONS.
Each of the Class A1 Certificates, the Class A2 Certificates, the
Class A3 Certificates, the Class B1 Certificates, the Class B2 Certificates,
the Class B3 Certificates, the Class X1 Certificates, the Class X2 Certificates
and the Class X3 Certificates shall be issued in fully-registered, book-entry
form and shall be Book-Entry Certificates. The Class A1, Class A2, and Class A3
Certificates shall be issued in minimum denominations of $25,000 initial class
principal balance each and multiples of $1 in excess thereof. The Class X1,
Class X2 and Class X3 Certificates shall be issued in minimum denominations of
$5,000,000 initial class principal balance each and multiples of $1 in excess
thereof. The Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6
Certificates will be issued in minimum denominations of $250,000 initial class
principal balance each and multiples of $1 in excess thereof. In addition, one
Certificate of each Class (other than the Class R Certificates) may be issued
evidencing the sum of an authorized denomination thereof and the remainder of
the aggregate initial Certificate Balance (or, in the case of the Class X
Certificates, the Notional Amount) of such Class. The Class R Certificates will
be issued in percentage interests of 99.99% and 0.01% and will each represent
all of the beneficial interests in the Class R1 Interests and the Class R2
Certificates. Each of the Class R Certificates and the Class B4, Class B5 and
Class B6 Certificates shall be issued in fully-registered, certificated form.
SECTION 4.03 REDEMPTION OF CERTIFICATES.
Notwithstanding anything to the contrary in Section 11.02 of the
Standard Terms, the obligations created by the Trust Agreement will terminate
upon payment to the Certificateholders of all amounts held in the Collection
Account, the Certificate Account and the Distribution Account required to be
paid to the Certificateholders pursuant to the Trust Agreement, following the
earlier of: (i) the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust or the
disposition of all property acquired upon foreclosure of any such Mortgage Loan
and (ii) the repurchase of all of the assets of the Trust by National City upon
the date on which the aggregate Scheduled Principal Balance of the Mortgage
Loans is equal to or less than 10% of the aggregate Scheduled Principal Balance
of such Mortgage Loans as of the Cut-Off Date (and if not exercised by National
City within a period of five Business Days from the first date on which such
condition is satisfied, by the Depositor). Written notice of termination shall
be given to each Certificateholder, and the final distribution shall be made
only upon surrender and cancellation of the Certificates at an office or agency
appointed by the Securities Administrator which will be specified in the notice
of termination. Any repurchase of the assets of the Trust by the Depositor
pursuant to this Section 4.03 shall be made at a price equal to the Termination
Price.
SECTION 4.04 SECURITIES LAWS RESTRICTIONS.
Each of the Class B4, Class B5 and Class B6 Certificates is a Class of
Private Certificates subject to the restrictions on transfer contained in
Section 5.05(a) of the Standard Terms. The Class R Certificates are Residual
Certificates subject to Section 5.05(c) of the Standard Terms.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.01 REQUEST FOR OPINIONS.
(a) The Depositor hereby requests and authorizes Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP, as its counsel in this transaction, to issue on behalf of
the Depositor such legal opinions to the Trustee, the Securities Administrator
and each Rating Agency as may be (i) required by any and all documents,
certificates or agreements executed in connection with the Trust, or (ii)
requested by the Trustee, the Securities Administrator, the Rating Agency or
their respective counsels.
(b) Each of the Trustee, the Securities Administrator and the Master
Servicer hereby requests and authorizes its counsel to issue on behalf of such
Person such legal opinions to the Depositor, GSMC and Xxxxxxx, Sachs & Co. as
may be required by any and all documents, certificates or agreements executed
in connection with the establishment of the Trust and the issuance of the
Certificates.
SECTION 5.02 SCHEDULES AND EXHIBITS.
Each of the Schedules and Exhibits attached hereto or referenced
herein are incorporated herein by reference as contemplated by the Standard
Terms. Each Class of Certificates shall be in substantially the form attached
hereto, as set forth in the Exhibit index.
SECTION 5.03 GOVERNING LAW.
This Trust Agreement shall be governed by, and its provisions
construed in accordance with, the laws of the State of New York.
SECTION 5.04 COUNTERPARTS.
This Trust Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original but all of such
counterparts shall together constitute but one and the same instrument.
SECTION 5.05 NOTICES.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, or by express delivery service, to (a) in the case
of the Depositor, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
President (telecopy number (000) 000-0000 and email addresses:
xxxxxx.xxxxx@xx.xxx and xxxx.xxxxxxxxx@xx.xxx) or such other address, telecopy
number or email address as may hereafter be furnished to each party to the
Trust Agreement in writing by the Depositor, (b) in the case of the Trustee,
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, XX 00000-0000, Attention:
Corporate Trust Services or such other address or telecopy number as may
hereafter be furnished to each party to the Trust Agreement in writing by the
Trustee; (c) in the case of the Master Servicer, 0000 Xxxxxx Xxxxx, Xxxxxxxx,
Xxxx 00000-0000, Attn: Xxxxx Xxxxx (with a copy to 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxx Xxxxxx 00000, Attn: General Counsel) or such other address, telecopy number
or email address as may hereafter be furnished to each party to the Trust
Agreement in writing by the Master Servicer; and (d) in the case of the
Securities Administrator, 4 New York Plaza, 6th Floor, New York, New York
10004, Attention: Institutional Trust Services/Structured Finance Services, GSR
Mortgage Loan Trust 2003-9, Telecopy: (000) 000-0000 or such other address,
telecopy number or email address as may hereafter be furnished to each party to
the Trust Agreement in writing by the Securities Administrator. The addresses
of the rating agencies required to be stated herein pursuant to Section
13.08(d) of the Standard Terms is Fitch, Inc., 0 Xxxxx Xxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, and Standard & Poor's Ratings Services, 00 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
[Signature page follows]
IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer
and the Security Administrator and Custodian have caused this Trust Agreement
to be duly executed by their respective officers thereunto duly authorized and
their respective signatures duly attested all as of the day and year first
above written.
GS MORTGAGE SECURITIES CORP.
as Depositor
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
WACHOVIA BANK,
NATIONAL ASSOCIATION
not in its individual capacity, but solely in
its capacity as Trustee under this Trust
Agreement
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN MORTGAGE
CORPORATION
as Master Servicer
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
JPMORGAN CHASE BANK
not in its individual capacity, but solely in
its capacity as Security Administrator and
Custodian
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the County of
New York, this 27th day of August 2003, by Xxxxx Xxxx, Vice President for GS
Mortgage Securities Corp., a Delaware corporation, on behalf of the
corporation.
/s/ Onyx S. Wellington
----------------------------------------
Notary Public
My Commission expires: April 10, 0000
XXXXX XX XXXXX XXXXXXXX )
) ss.:
COUNTY OF MECKLENBURG )
The foregoing instrument was acknowledged before me in the County of
Mecklenburg, this 12th day of September 2003, by Xxxxxx Xxxxxx, Vice President
of Wachovia Bank, National Association, on behalf of the company.
/s/ Xxxxx X. Xxx
------------------------------------
Notary Public
My Commission expires: August 30, 0000
XXXXX XX XXXX )
) ss.:
COUNTY OF FRANKLIN )
On the 29th of August 2003 before me, a Notary Public in and for said
State, personally appeared Xxxxx Xxxxx known to me to be a SVP of The Chase
Manhattan Mortgage Corporation, the corporation 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/ Xxxxxx X. Xxxxx
----------------------------------------
Notary Public
My Commission expires: January 13, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the
County of New York, this 29th day of August 2003, by Xxxx X. Xxxxxxx, Assistant
Vice President of JPMorgan Chase Bank, on behalf of the company.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Notary Public
My Commission expires: November 26, 2005
SCHEDULE I
GROUP 1 MORTGAGE LOANS
prod3 anum lname fname pbal rate city
3 YR 2086697 XXXXX XXXXX 580120.27 4 BIRMINGHAM
3 YR 2139069 XXXXXXXXXXX XXXX 520079.26 3.625 FLAGSTAFF
3 YR 6031689125 XXXXX XXXXX 142857.98 3.875 MESA
3 YR 6580939517 XXXX XXXXXXX 143977.51 4.125 LITCHFIELD
3 YR 1354322 XXXXXXX XXXXX 287906.45 4.375 TUCSON
3 YR 1990019 XXXXXXXX XXXXXX 000000 4.375 TUCSON
3 YR 2294864 XXXXXX XXXXX 385698.29 3.125 TUCSON
3 YR 2387151 XXXXX XXXXXXX 558600 4.5 ALAMEDA
3 YR 1720411 XXXXX XXXXX 419672.75 4.75 LONG BEACH
3 YR 2177879 XXXXXXXX XXXX 149102.85 4.75 HUNTINGTON PARK
3 YR 2263692 XXXXXXXX XXXX 268800 4.875 IRVINE
3 YR 2312191 XXXXX XXXXXXX 672000 4.75 NEWPORT BEACH
3 YR 2365313 XXXX XXXX 488000 4.375 VILLA PARK
3 YR 2285390 XXXXXXXX XXXXX 100000 4.5 CATHEDRAL CITY
3 YR 2388241 XXXXXXXX XXXX 000000 4.25 WINCHESTER
3 YR 6155029090 XXXXXX XXXXX 157743.16 5.75 GALT
3 YR 0000000 XXXXX XXXXXX 362378.95 3.625 CHINO HILLS
3 YR 2184724 XXXXX XXXX 342542.94 3.375 CHULA VISTA
3 YR 2328158 XXXXXXX XXXXX 394400 3.75 LA MESA
3 YR 6403045625 XXXXXXXX XXXXX 318808.44 6.25 EAST PALO A
3 YR 2379149 XXXXXX XXXXXX 128443.87 4.5 MODESTO
3 YR 2325961 XXXXXXX XXXXXX 563352.03 4.625 SAN FRANCISCO
3 YR 2320000 XXXXXXX XXXXX 474622.95 4.5 SAN FRANCISCO
3 YR 6253081910 DE XXXXXXXX XXXXXXXX 221165.1 6.5 HAYWARD
3 YR 2387478 XXXX XXXXXXXX 366913.95 3.875 SAN XXXXXXX
3 YR 2024192 XXXXXXXXX XXXXX 397224.96 4.25 UNION CITY
3 YR 2360256 XXXXXXXX XXXXXXXX 546487.31 4.25 XXXXX XXXX
0 XX 0000000 XXX XXX 335404.86 4.5 FREMONT
3 YR 2029097 XXXXXXXXX XXX 351710.37 4.75 XXXXXX VALLEY
3 YR 2322928 XXXXXXX XXXXXXXXXXX 385779.37 4.5 PLEASANTON
3 YR 2025404 LIU CHUNNAN 539232.85 4.25 PLEASANTON
3 YR 2055860 XXXXXXX XXXXX 510157.81 4.25 FREMONT
3 YR 2027551 XXXX XXXXXXXX 497167.44 4.125 FREMONT
3 YR 2380309 XX XXXXXX 533884.38 3.75 FREMONT
3 YR 2380531 XXXXXXXX ARMITIS 500000 4.625 FREMONT
3 YR 1945874 XXXXX XXXXX 554542.26 4.875 OAKLAND
3 YR 6918555373 XXXXXXXX XXXXXXX 222584.2 6.125 RICHMOND
3 YR 0000000000 XXXX XXXXX 157751.22 4.125 ANTIOCH
3 YR 6847309959 XXXXX XXXXXXX 232685.22 4.25 ANTIOCH
3 YR 2165473 XXXXX XXXXX 143636.92 4.75 CONCORD
3 YR 2070380 XXXXXXX XXXXXXX 378997.3 4.5 SAN XXXXX
3 YR 2325835 SHARMA DEVA-DATTA 648361.18 4.75 SAN XXXXX
3 YR 2039330 XXXXX XXXXX 354000 4.875 DANVILLE
3 YR 2083157 XXXXX XXXX 465463.51 4.375 DANVILLE
3 YR 2236793 XXXXXX XXXXXX 478118.37 4.125 ALAMO
3 YR 6846267083 XXXX-XXXX XXXXXX 184997.98 3.875 PLACERVILLE
3 YR 1872434 XXXXXXX XXXX 947222.89 4.25 EL DORADO HILLS
3 YR 6478804914 XXXXXXX XXXXXXX 129714.91 6.375 PARAMOUNT
3 YR 6765503831 XXXXXXXXX XXXX 108464.84 6.125 LOS ANGELES
3 YR 2115853 XXXXXXXXXX XXXXXX 283379.45 5 MONROVIA
3 YR 2353149 XXXXXX XXXXX 333198.26 4.375 MONROVIA
3 YR 1912775 XXXX XXXXX 361463.36 5.25 XXXXXXXXX RANCH
3 YR 2243759 XXXXXXXXXXXXX XXXXXXX 308819.4 4.75 XXXXXXXXX
0 XX 0000000 XXX XXXXXX 329989.96 4.5 SAN XXXXX
3 YR 2087900 XXXXX XXXXXX 397830.92 4.375 PASADENA
3 YR 6655412820 XXX XXX 73240.69 5.625 ROWLAND HEI
3 YR 2350762 XXXXXXX XXXXXXX 538509.41 4.25 ROLLING HILLS ESTATES
3 YR 6994791819 XXXXXXXXX XXXX 170427.3 6.125 XXXXXXX
3 YR 1727152 XXXXXXXXXX XXXXXX 317037.71 0 XXXXXXX
0 XX 0000000 XXXXXXXX XXXXXX 534612 4.875 NOVATO
3 YR 1903857 XXX XXXXX 221486.04 4.5 RANCHO SANTA XXXXXXXXX
3 YR 2087446 XXXXXXX XXXX 259390.05 4.5 LAKE FOREST
3 YR 2301366 XXXXXX XXXX 461000 4 LAGUNA NIGUEL
3 YR 2095052 XXXXXXXXX XXXX 374161.85 4.375 LINCOLN
3 YR 1781155 XXXX XXXXXX 406694.45 4.125 SOQUEL
3 YR 1978681 XXXXXX XXXXX 632000 4.25 APTOS
3 YR 6041387421 XXXXXX XXXXXX 325635.68 7.375 SAN XXXX
3 YR 6177171375 XXXXXXXXX XXXXXX 326942.31 6 SAN XXXX
3 YR 2082899 XXXXXXX XXXX 330319.24 4.75 SAN XXXX
3 YR 1937446 XXXXX XXXXX 208648.11 3.5 SANTA XXXXX
3 YR 1116940 XXXXXX XXXXXXX 472248.69 4 GILROY
3 YR 2039194 XXXXX XXXX 378524.29 4.625 SANTA XXXXX
3 YR 6433530562 XXXXX XXXXXXX 420360.07 7 SAN XXXX
3 YR 1648118 XXXXXXX XXXXXX 381278.31 4.875 MILPITAS
3 YR 2330671 XXXXXXX XXXXXXX 343092.3 4.5 MILPITAS
3 YR 2037822 XXX XXX 367524.22 4.5 SAN XXXX
3 YR 2055541 XXXXXXX XXXXXXXXX 375996.54 4.5 SAN XXXX
3 YR 2361443 XXXXXXXXX XXXXXXXX 349076.47 4.5 SAN XXXX
3 YR 2370695 XXXXX XXXXXX 390400 4 SAN XXXX
3 YR 2056238 XXXXXX XXXXXX 370688.1 4.875 SAN XXXX
3 YR 2043146 XU KAI 366006.33 4.375 SAN XXXX
3 YR 2074714 XXXXX XXXXXX 481124.42 4.75 PALO ALTO
3 YR 2355407 XXXX XXXXXX 648120.2 4.5 SUNNYVALE
3 YR 2374085 XXXXX XXXXXX 331041.7 4 SUNNYVALE
3 YR 2319424 XXXX XXXXXXXX 475623.15 4 CUPERTINO
3 YR 2030349 O'XXXXX XXXXXXX 169139.34 4.75 LOS GATOS
3 YR 2074133 EKHILEVSKY VOVA 489425.33 4.75 LOS GATOS
3 YR 2074946 YANG LEI 447506.87 4.25 SAN XXXX
3 YR 2034572 XXXXX XXXXX 556000 4.5 SAN XXXX
3 YR 2353342 XXXXXXXX XXXXXX 609708.88 4.75 SAN XXXX
3 YR 2354021 XXXXXXXX XXXX 000000 4.5 SAN XXXX
3 YR 1947573 XXXXXXXX XXXXX 483367.02 4.375 SAN MARCOS
3 YR 2139017 XXXXXXXX XXXXXX 419016.11 4.625 EL CAJON
3 YR 2016276 XXXXXXXXX XXXXX 329859.44 5 VALLEY CENTER
3 YR 2052364 XXXXXXXX XXXX 384000 4.875 SAN DIEGO
3 YR 2056546 XXXX XXXXX 418866.44 4.375 FALLBROOK
3 YR 2124418 XXXXXX XXXXX 399700 4.75 SAN DIEGO
3 YR 2013091 XXXXXX XXXXXXX 457000 4.5 SAN DIEGO
3 YR 2096103 XXXXXXX XXXX 368774.79 4.25 SAN DIEGO
3 YR 1943292 XXXXXXXX XXXXXXX 666608.1 4.75 CARLSBAD
3 YR 2027431 XXX XXXXX 484477.37 4.75 CARLSBAD
3 YR 2056714 XXXX XXXXX 447562.04 4.375 SAN DIEGO
3 YR 2300887 XXXXXXX XXXXX 413929.54 4.625 SAN DIEGO
3 YR 2370448 HE HUAPING 554499.37 4.375 SAN DIEGO
3 YR 2039812 XXXXXXXX XXXXX 522700 4.375 SAN DIEGO
3 YR 2029198 XXXXXXXX XXXXXX 800831.07 4.625 SAN DIEGO
3 YR 2112643 XXXX XXXXXX 649870.33 4.75 SAN DIEGO
3 YR 2071247 XX XXXX 417775.2 4.5 SAN DIEGO
3 YR 2057359 XXXXXX XXXXX 243750 4.75 SAN DIEGO
3 YR 2301147 XXXXXXXXX XXXXX 410800.13 4.5 SAN DIEGO
3 YR 2374364 XXXX XXXX 575200 4.625 SAN DIEGO
3 YR 2339643 XXXXXXX XXXXXXX 334095.84 4.375 XXXX CITY
3 YR 2061785 XXXXXXXX XXXXXX 359995.88 4.5 PACIFICA
3 YR 1940286 XXXXXX XXXXXXXX 397683.09 0 XXX XXXXX
0 XX 0000000 XXXXXXXX XXXX 314149.83 4.375 S SAN FRANCISCO
3 YR 1996577 XXXXX XXXX 271642.53 4.75 XXXXX XXXX
0 XX 0000000 XXXXXXXXXX XXXX 326866.12 4.625 SAN XXXXXX
3 YR 2083950 XXXXXX XXXXXX 425628.75 4.75 XXX XXXXXX
0 XX 0000000 XXXXX XXX 504634.32 4.375 SANTA XXXX
3 YR 2254751 XXXXXX XXXXX 558620.06 4.875 CAMARILLO
3 YR 2314516 XXXXX XXXXX 406873.77 4.25 DENVER
3 YR 2023002 XXXXXX XXXX 345419.99 3.875 CASTLE ROCK
3 YR 2052030 XXXXXXX XXX H 152610.92 4 LAKEWOOD
3 YR 2359239 XX XXXX 321768.55 4 LAKEWOOD
3 YR 2392162 DOPPMAN J 358512.17 4 WASHINGTON
3 YR 2292509 XXXXXXXXX XXXXXXXXX 470000 4.25 WASHINGTON
3 YR 2317016 XXXXXX XXXXX 636278.05 4.375 WASHINGTON
3 YR 2334525 XXXXXXX XXXXX 398920.4 4.375 WASHINGTON
3 YR 2379781 XXXXX XXXXXXXXX 258051.63 4.375 WASHINGTON
3 YR 2028399 XXXXXXX XXXXX 128996.77 3.875 XXXXXXXXX
3 YR 6471189057 XXXXX XXXXXX 105975.07 4.75 PLANTATION
3 YR 2020359 XXXXXX XXXXXX 377547.33 4.75 NAPLES
3 YR 2108091 XXXX XXXX 217600 4.5 TAMPA
3 YR 2061537 XXXXXX XXXXX 495977.91 4.75 LEESBERG
3 YR 2004595 XXXXXXX XXXXXXX 399937.83 4.25 XXXXXX SPRINGS
3 YR 6852623039 LONDON XXXX 197569.66 6.5 MIAMI
3 YR 2250919 XXXXXX XXXX 476979.15 4.875 DELRAY BEACH
3 YR 6358545793 XXXXXX XXXXXXX 532530.96 6.375 TARPON SPRI
3 YR 6596037751 XXXXX XXXXXX 327573.31 6.75 WINTER HAVE
3 YR 2320320 XXXXXX XXXXX 505470.37 3.75 HEATHROW
3 YR 2111525 XXX XXXXXX 439360.26 4.5 KISSIMMEE
3 YR 2390996 XXXXXX XXXXXXX 124000 4.5 PORT ST LUCIE
3 YR 6765359234 XXXXXXX XXXXXX 75253.03 5 ATLANTA
3 YR 1994226 XXXXXX XXXXXXX 441310.23 5 ALPHARETTA
3 YR 2149751 XXXXXX, JR XXXXXX 438865.04 4.625 ALPHARETTA
3 YR 6509116791 XXXX XXXXXXXX 147666.97 7 CUMMING
3 YR 2365403 XXXXXXXX XXXXX 188000 4.5 DOUGLASVILLE
3 YR 1967274 XXXXX XXX B 992665.62 4.75 GLENCOE
3 YR 1897628 XXXXXXX XXXXX 293097.69 4 RIVERSIDE
3 YR 2042550 XXXXXXXX XXXXXXX 423427.12 4.5 CHICAGO
3 YR 1935262 XXXXXXXXX XXXX 367927.88 4.75 CHICAGO
3 YR 2023612 XXXXXXXXXX XXXXXXX 385990.61 4.625 CHICAGO
3 YR 2242958 XXXXXXX XXXXX 556000 3.875 CHICAGO
3 YR 2247375 XXXXXX XXXX 351028.36 4.25 CHICAGO
3 YR 1958780 XXXXXXXXXX XXXXX 470959.38 4.625 RIVERWOODS
3 YR 2023801 XXXX XXXXXX 501496.47 4.25 DEERFIELD
3 YR 2359493 XXXXX XXXXXX 354411.14 4.25 XXXXXXXX
0 XX 0000000 XXXX XXXXXXXX 359071.39 4.625 LINDENHURST
3 YR 2315707 YAN BO 428702.68 3.75 BUFFALO GROVE
3 YR 2305579 XXXXX XXXX 403931.34 4.5 ST XXXXXXX
3 YR 2369440 XXXXXXXXX XXXXXXX 578398.99 4.25 NAPERVILLE
3 YR 2021618 XXXXXX XXXXXXX 450706.64 4.75 METAMORA
3 YR 2026414 XXXXXX O 554527.81 4.75 CARMEL
3 YR 2192154 XXXXXXXXX XXXXX 400000 4.5 AVON
3 YR 2360915 XXXXXX XXXXX 289234.79 4.5 INDIANAPOLIS
3 YR 1442165 XXXXXXX XXXXXX 115752.4 5.125 LAUREL
3 YR 2096105 XXXXXXX XXXXXXX 405000 4 XXXXXX
3 YR 2276162 XXXXX XXXXXXX 648164.15 4.125 XXXXXXX XXXX
0 XX 0000000 XXXXXX XXXXXX 400000 4.375 BOYDS
3 YR 1992051 XXXXX XXXXX 329445.55 4.5 BRIGHTON
3 YR 2351183 XXXXXX XXXX 271249.18 4.25 MINNETONKA
3 YR 2297660 XXXXXX XXXXXXXXXXX 374494.87 4.375 XXXXX XXXXX
0 XX 0000000 XXXXXXX XXXXXXX 407876.67 4.625 KANSAS CITY
3 YR 2074928 FRIENDS XXXXX 447644.84 4.875 KANSAS CITY
3 YR 6244817406 XXXXXXX XXXXXX 113806.92 3.75 MERRIAM
3 YR 6273076361 XXXXXX XXXXXX 128227.26 5.75 CHARLOTTE
3 YR 6709759721 XXXXXXXX XXXXXXX 138544.15 3.75 CHARLOTTE
3 YR 6032994615 XXXXXX XXXXX 138763.41 3.875 MONROE
3 YR 2031689 XXXXXXX XXXX 410214.55 4.5 LAS VEGAS
3 YR 6832052267 XXXXX XXXXXX 123961.58 3.875 SPARKS
3 YR 6242593249 XXXXX XXX 152073.89 3.75 COLD SPRING
3 YR 2018299 XXXXX XXXXX 639999.5 4.25 RENO
3 YR 2072720 XXXXXXX XXXXXXX 466765.11 4.5 RENO
3 YR 6169869473 XXXXXXXXXX JOCETT 158003.31 8.75 NEW YORK
3 YR 5267901 XXXXXXXXX XXXXXX 208585.81 7.5 ELON COLLEG
3 YR 6508723266 XXXX XXXX 111129.85 5.75 RICHMOND
3 YR 6728554236 FRAGOSO JR JULIAN 97927.88 6.75 ARLINGTON
3 YR 6672987259 XXXX XXXXX 134880.46 6 DAYTON
3 YR 6868200962 XXXXX XXXX 45221.38 5.875 TOPEKA
3 YR 6381783130 DUCK XXXXX 92049.17 4.25 RICHMOND
3 YR 1932648 XXXXXX XXXXXXX 446167.45 5 GREENSBORO
3 YR 1846387 XXXXXXXX XXXXXX 126251.96 4.875 NORFOLK
3 YR 1419726 XXXXXXX XXXXXX 476886.7 4.625 CAMBRIDGE
3 YR 2054049 XXXXXXXXXX XXXXXX 364004.63 4 ROANOKE
3 YR 1968485 D'ARCY XXXXXXXXX 511583.57 4.5 WILMINGTON
3 YR 2063040 XXXXXXX XXXXXXX 580125.81 4.5 XXXXXXXXX
3 YR 1936901 XXXXXXXXX XXXX 644074.38 5 LAFAYETTE
3 YR 2014038 XXXXXXXXXX XXXXXXX 369419.18 4.25 XXXXXX
3 YR 2017287 XXXXX XXXXX 396470.02 4.75 IRVINGTON
3 YR 2002649 XXXXXXXXX XXXX 444467.67 4.125 HOLLAND
3 YR 2057094 XXXXXXX XXXXXXXX 496973.54 3.75 AUSTIN
3 YR 1867717 XXXXXXXXX XXXXXX 377941.29 4.375 STEAMBOAT SPRINGS
3 YR 2023894 XXXXX XXXXXX 445705.95 4.75 LONGMONT
3 YR 2120091 XXXXXXXXXX XXXXX 397132.61 4.625 BERTHOUD
3 YR 2034145 XXXXX XXXX 478000 4.875 PEYTON
3 YR 6004255359 XXXXXX XXXXXXX 124856.15 4 ARCADIA
3 YR 6930167470 XXXXX XXXX 112001.18 3.875 COLLINSVILL
3 YR 2228134 XXXXXX XXXXX 475000 4 KESWICK
3 YR 2347753 XXXXXXX XXXXXXX 648038.92 3.75 VIRGINIA BEACH
3 YR 2229002 XXXXXXX XXXXX 369975.91 4.25 VIRGINIA BEACH
3 YR 2288630 XXXXXXXX XXXXXXX 117552.06 3.875 PORTSMOUTH
3 YR 2118886 XXXXX XXXXX 349002.67 4.375 WARSAW
3 YR 2418229 XXXXX XXXXXX 193459.53 4.75 LAKE XXXXXXX
3 YR 2321065 XXXXXXX XXXXXX 472787.39 3.625 AUSTIN
3 YR 2300375 XXXXXXXX XXXXXX 457305.46 4.125 BOULDER
3 YR 2209248 XXXXXX XXXX 310351.59 4 FORT XXXXXXX
3 YR 2292888 XXXXXXXXXX XXXXXXX 208396.73 4 COLORADO SPRINGS
3 YR 2365795 XXXXXXXXX XXXXX 378828.07 3.625 COLORADO SPRINGS
3 YR 2178617 XXXXXX XXXXXXX 228000 4.625 HONOLULU
3 YR 2012067 XXXXXX XXXX 486123.86 4.125 BEND
3 YR 1990838 XXXXXX XXXXX 421579.5 4.5 CINCINNATI
3 YR 1859564 XXXXX XXXXXXX 118999.2 4.25 COLLEGEVILLE
3 YR 2031444 XXXXXX XXXXXXXXXXX 214200 4 SUMMERVILLE
3 YR 2314101 XXXXXXX XXXXX 104716.61 4.375 XXXXX
3 YR 6621234712 XXXXX XXXXX 248981.12 4 ADDISON
3 YR 2333830 XXXXX XXXXXXX 715749 4.625 FRISCO
3 YR 2341752 XXXXXXXXXXXX XXXXX 358600 3.875 FRISCO
3 YR 2339069 XXXX XXX-XXXX 395455.24 4 PLANO
3 YR 2395484 XXXX XXXXXXX 632000 3.875 PLANO
3 YR 2343724 XXXXXX XXXXXXX 240240.33 3.5 DALLAS
3 YR 2304849 XXXXXX XXXXXX 454683.77 4 DALLAS
3 YR 2258680 XXXXXXX XXXXX 393758.25 4.5 ROANOKE
3 YR 2071215 XXXXXX XXXXXXX 163630.94 4.125 HOUSTON
3 YR 2053197 XXXXXX XXXXXX 489647.41 4 XXXXXXXXXX
3 YR 2006298 XXXX XXXXXXX 489047.25 3.875 THE WOODLANDS
3 YR 2015388 XXXXXX XXXXX 147672.38 3.75 SPRING
3 YR 2090289 XXXXXX XXXXXX 646478.53 4.375 THE WOODLANDS
3 YR 2054858 XXXXXXXXXX XXXX 601672.02 4.125 SEA BROOK
3 YR 2301454 XXXXXXX XXXX 427416.91 4.25 HOUSTON
3 YR 2313066 XXX XXXXX 443344.64 3.875 HOUSTON
3 YR 2315956 XXXXX XXXXXX 244750 3.375 HOUSTON
3 YR 2063541 XXXXXXX XXXXX 215708.88 4.125 ARLINGTON
3 YR 6932652602 PUNTSAG GANBAATAR 143920.96 6.75 ANNANDALE
3 YR 6925500768 XXX XXXX 209698.1 5 CENTREVILLE
3 YR 1244107 XXXXX JR XXXXX X. 361348.33 5 CENTREVILLE
3 YR 2083863 XXXXXX XXXXXXXXX 221802.76 4.5 FAIFAX
3 YR 2318698 XXXXX XXXXXX 114871.89 3.625 XXXXX
3 YR 2306216 XXXXX XXXXXXXXXXX 554322.51 3.75 GREAT FALLS
3 YR 2390551 XXXXX XXXXX 649530 3.625 MC LEAN
3 YR 1841254 XXXXXXXX XXXXXXX 428287.58 4.125 VIENNA
3 YR 6936536777 XXXXX XXXXXX 184014.57 4.5 ASHBURN
3 YR 2054524 XXXXXXX XXXXXXX 313996.31 4.75 STERLING
3 YR 2067795 XXXXXXX XXXX 456000 4 ASHBURN
3 YR 2400829 XXXXXXXXXX XXXXXXX 459999.5 4.5 ALDIE
3 YR 2362839 XXXXXX XXXX 237923.78 3.875 LEESBURG
3 YR 2079668 XXXXX XXX 99420.76 4 XXXXXX ISLAND
3 YR 2033839 XXXXXX XXXXXXX 367489.76 4.375 WYNNEWOOD
3 YR 6131380492 XXXXXX XXXXXXX 324809.13 4.625 UPPER MARLB
3 YR 2265453 XXXX XXXXX 409317.09 4.5 BETHESDA
3 YR 2251992 XXXXX XXXX 399000.77 4.875 NORTH BETHESDA
3 YR 2308750 XXXXXXX XXXXXXXX 363849.45 3.5 POTOMAC
3 YR 2346326 SRIVASTAVA SHIVA 650000 4.375 POTOMAC
3 YR 1997154 XXXXXXXX XXXX 491500 5 GAITHERSBURG
3 YR 2020484 XXXXX XXXXXXX 470115.71 4.25 GAITHERSBURG
3 YR 1712982 XXXXX XXXXX 353076.72 4.375 GAITHERSBURG
3 YR 2079523 XXXX XXXXXXX 218789.39 3.875 GAITHERSBURG
3 YR 2343872 XXXXX XXXX 359028.37 4.375 GAITHERSBURG
3 YR 2026276 XXXXXX XXXXX 379528.88 4.5 XXXXXX XXXXX
3 YR 6891471317 XXXXX XXXX 166393.91 3.875 CHARLOTTE
3 YR 2105495 XXXXXXX XXXX 446988.43 4.625 CHARLOTTE
3 YR 6229166787 XXXXX XXXX 153933.04 3.875 CHARLOTTE
3 YR 6230625540 XXXXXXXXX XXXXX 168855.18 3.875 CHARLOTTE
3 YR 2351717 XXXXXXXXXX XXXXXXX 220930.41 3.875 CHARLOTTE
3 YR 6276761522 XXXXXXXX XXXXXX 100420.94 0 XXXX XXXX X
0 XX 0000000 XXXXX XXXXXX 384804.79 4.375 TEQUESTA
3 YR 6903044573 XXXXXXXXX XXXX 138397.17 4 SAINT XXXXX
3 YR 2350834 ABINGTON XXXX 530394.94 3.75 MEMPHIS
3 YR 2036598 XXXXXXXXX XXXXXXXXX 168000 4.75 REYNOLDBURG
3 YR 1422017 XXXXXXX XXXXXX 516471.29 3.875 COLUMBUS
3 YR 1988543 XXXXXXX XXXXXX 395794.93 4.25 SPRINGBORO
3 YR 2086270 XXXXXXX XXXXX 392410.31 4.5 WEST XXXXXXX
3 YR 2290688 XXXX XXXXXXX 518658.7 4.625 CINCINNATI
3 YR 2359827 XXXXXXX XXXXXX 648245.67 4.375 CINCINNATI
3 YR 2289429 XXXX XXXXXXX 105283.17 4.125 KETTERING
3 YR 2274586 XXXXX XXXX 331103.95 4.375 XXXX
3 YR 1931553 XXXXXXX XXXX 995051.58 4.875 XXX ARBOR
3 YR 2261609 XXXXXX XXXXX 573376.86 4.125 XXX ARBOR
3 YR 2258730 XXXX XXXXXX 613377.22 4.5 BLOOMFIELD HILLS
3 YR 2326092 XXXXX XXXX 398751.57 4.25 ROCHESTER HILLS
3 YR 1881835 XXXXX XXXXX 341494 5 FARMINGTON
3 YR 2182792 XXXX XXXX 646000 4.875 CLARKSTON
3 YR 2021337 XXXXXXX XXXXX 448782.23 4.375 NOVI
3 YR 2195737 XXXXXX XXXXX 438890.65 4.75 NOVI
3 YR 2264390 XXXXX XXXXXX 448785.45 4.375 GLENVIEW
3 YR 2290606 TOMPSIDIS ALEXANDER 393399.45 4.125 NORTHBROOK
3 YR 2313944 XXXXXXX XXXXXX 408868.24 4.25 XXXX ELLYN
3 YR 2314589 XXXXXXXXX XXXXX 147600.45 4.375 XXXXXX
0 XX 0000000 XXXX XXXXXX 610644 4.375 NAPERVILLE
3 YR 2008656 IVANOVIC ALEKSANDRA 361983.31 4.25 CHICAGO
3 YR 2039764 XXXXXXX XXXXXXXXXXX 333720.43 4.375 CHICAGO
3 YR 2384255 XXXXX XXXXXXX 498231.2 3.625 CHICAGO
3 YR 2315103 XXXXX XXXXXXXXX 328982.27 3.625 ENGLEWOOD
3 YR 2408079 XXXXXXXX XXXXXX 418853.33 3.625 LITTLETON
3 YR 1985349 XXXXXX XXXXXX 136623.48 4.375 XXXXXXXX
3 YR 6113395096 XXXXX XXXXXXX 94352.53 6.625 PHOENIX
3 YR 2332039 XXXXX XXXXX 385874.63 4.75 MESA
3 YR 2360410 XXXXXXXX XXXXXXX 113000 4.625 XXXXXXXX
3 YR 2114684 XXXXXX XXXX 560267.58 3.75 XXXXXXXX
3 YR 1951101 XXXXXX XXXXXXX 390732.68 5 SCOTTSDALE
3 YR 2445194 XXXX XXXXXXXX 521000 4.375 SCOTTSDALE
3 YR 2242624 XXXXX XXXXXXX 338406.31 3.375 SCOTTSDALE
3 YR 2031824 XXXXXXXXX XXXXXXX 125975.42 4.625 FOUNTAIN HILLS
3 YR 1306376 XXXX XXXXXX 648165.15 4.125 FOUNTAIN HILLS
3 YR 2203049 XXXXX XXXXXX 124605.97 3.5 XXXXXXXX XXXXX
0 XX 0000000 XXXXXX XXXXXX 207987.45 4.625 FOUNTAIN HILLS
3 YR 2324389 XXXXXXXX XXXXXXX 177984.76 4 FOUNTAIN HILLS
3 YR 6142770483 XXXXXXXX XXX 110207.67 6 GLENDALE
3 YR 1521172 MC XXXXXX XXXXX 266250 4.5 CAVE CREEK
3 YR 2137967 XXXXXXXX XXXXX 299812.57 3.875 LAS VEGAS
3 YR 2059348 XXXXXXX XXXXXX 221473.67 5 PORTLAND
3 YR 1960288 XXXXX XXXX 321991.8 4.875 AUBURN
3 YR 2087269 XXX XXXXX 358005.47 4.25 XXXXXXXX
0 XX 0000000 XXXXXXXX XXXXXX 650000 4.125 SEATTLE
3 YR 1702995 XXXX XXXXX 395917.71 4.75 WELLESLEY
3 YR 1942608 XXXXXXX E 399519.57 5 OSTERVILLE
3 YR 1460788 XXXXXXXXXX XXXXXXX 193643.16 5.25 XXXXXXX
3 YR 1715708 XXXXXXX XXXX 367137.19 5.125 CLINTON TWP
3 YR 1914595 XXXXXX XXXXXX 524230.48 4.875 PROVIDENCE
3 YR 2024094 XXXXXX XXXXX 329246.33 4.5 LEXINGTON
3 YR 1946597 XXXXX XXXX 233640.75 4.375 TRUMBULL
3 YR 2042435 XXXXXXXXX XXXXX 000000 4.75 GREENWICH
3 YR 2037120 XXXXX XXXXXX 475969.11 0 XXXXXXX
0 XX 0000000 X'XXXXX XXXXXXX 522155.74 4.375 XXXXXX TWP
3 YR 1567012 XXXXXXX XXXXX 348045.28 4.25 PT PLEASANT BEACH
3 YR 2407604 XXXXXXX XXXXX 388847.67 4.375 XXXXXX
3 YR 2349676 XXXXX XXXXXXX 646203.78 3.75 MARBLEHEAD
3 YR 2419171 XXXXXXX XXXXX 439189.48 3.25 DUXBURY
3 YR 2398029 XXXXXXX XXXXXXX 508618.78 4.375 BOONTON
3 YR 2299802 XXXXXX XXXX 354020.07 4.25 SHORT HILLS
(TABLE CONTINUED)
prod3 anum addr state zip oterm pdate mdate
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3 YR 6580939517 0000 X 000XX XXX XX 00000 360 7/1/2003 4/1/2033
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3 YR 2294864 000 X XXXXXXXX XXXXX XX XX 00000 360 7/1/2003 6/1/2033
3 YR 2387151 0000 XXXXXXX XXX XX 00000 360 7/1/2003 6/1/2033
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3 YR 2177879 0000 XXXX XXX XX 00000 360 7/1/2003 6/1/2033
3 YR 2263692 602 XXXXXXXXXX XX 00000 360 7/1/2003 6/1/2033
3 YR 2312191 126 & 000 0/0 00XX XX XX 00000 360 7/1/2003 6/1/2033
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3 YR 2285390 00000 X XXXXXX XX XX 00000 360 7/1/2003 6/1/2033
3 YR 2388241 00000 XXXXXXXX XX XX 00000 360 7/1/2003 6/1/2033
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3 YR 2320000 0000-0000 0XX XXX XX 00000 360 7/1/2003 6/1/2033
3 YR 6253081910 27855 XXXXXXXXXXX XX XX 00000 360 7/1/2003 2/1/2032
3 YR 2387478 000 XXXXX XX XX 00000 360 7/1/2003 6/1/2033
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3 YR 2236793 000 XXX XXXX XX 00000 360 7/1/2003 6/1/2033
3 YR 6846267083 0000 XXXXXX XX XX 00000 360 8/1/2003 4/1/2033
3 YR 1872434 0000 XXXXXXXXX XXXXX XX 00000 360 7/1/2003 4/1/2033
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3 YR 6765503831 00000 XXXXXX XX XX 00000 360 8/1/2003 2/1/2032
3 YR 2115853 0000 X XXXX XXXXX XXX XX 00000 360 7/1/2003 4/1/2033
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3 YR 1912775 00000 X XXXXX XXXXX XX XX 00000 360 7/1/2003 2/1/2033
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3 YR 1727152 0000 XXXXXX XX XX 00000 360 7/1/2003 1/1/2033
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3 YR 2087446 22951 XXXXXXXXX XX 00000 360 7/1/2003 4/1/2033
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3 YR 2029198 000 XXX XXXXX XX XX 00000 360 7/1/2003 4/1/2033
3 YR 2112643 000 XXXXXXXXX XX #0 XX 00000 360 7/1/2003 4/1/2033
3 YR 2071247 0000 XXX XXXXXXXX XX 00000 360 7/1/2003 4/1/2033
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0 XX 0000000 0 XXX XXX XX XX 00000 360 7/1/2003 4/1/2033
3 YR 2335430 0000 XXXXXXXX XXXX XX 00000 360 8/1/2003 6/1/2033
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3 YR 6508723266 LOT 1 SECTION E JESSUP FA VA 23234 360 7/1/2003 2/1/2032
3 YR 6728554236 2200 SOPHIE LANE TX 76010 360 9/1/2003 2/1/2032
3 YR 6672987259 602 WESTWINDS DR NV 89403 360 7/1/2003 2/1/2032
3 YR 6868200962 417 NE SUMNER KS 66616 360 7/1/2003 4/1/2032
3 YR 6381783130 2130 PARK LANE VA 23230 360 9/1/2003 12/1/2032
3 YR 1932648 1010 HATTIES VIEW GA 30642 360 7/1/2003 1/1/2033
3 YR 1846387 1632 MORRIS AVE VA 23509 360 6/1/2003 2/1/2033
3 YR 1419726 5247 RAGGED POINT RD MD 21613 360 8/1/2003 3/1/2033
3 YR 2054049 5823 WINNBROOK DR VA 24018 360 7/1/2003 3/1/2033
3 YR 1968485 2201 OCEAN POINT DR NC 28405 360 7/1/2003 3/1/2033
3 YR 2063040 15201 DENALINGER DR LA 70433 360 7/1/2003 3/1/2033
3 YR 1936901 768 BRIDGER PT CO 80026 360 7/1/2003 3/1/2033
3 YR 2014038 242 ALPINE RD CO 80435 360 7/1/2003 3/1/2033
3 YR 2017287 126 LANCASTER ROAD VA 22480 360 7/1/2003 3/1/2033
3 YR 2002649 892 BAY RIDGE DR MI 49424 360 7/1/2003 4/1/2033
3 YR 2057094 7909 WEST RIM DR TX 78731 360 7/1/2003 4/1/2033
3 YR 1867717 29970 HOMESTEAD LN CO 80487 360 7/1/2003 4/1/2033
3 YR 2023894 8701 NELSON RD CO 80503 360 8/1/2003 4/1/2033
3 YR 2120091 3815 W COUNTY ROAD 4 CO 80513 360 7/1/2003 4/1/2033
3 YR 2034145 11150 REX RD CO 80831 360 7/1/2003 4/1/2033
3 YR 6004255359 3682 SE HIGHWAY 31 FL 34266 360 8/1/2003 5/1/2033
3 YR 6930167470 117 KROENER DR IL 62234 360 8/1/2003 5/1/2033
3 YR 2228134 4031 FAIRWAY DR VA 22947 360 7/1/2003 6/1/2033
3 YR 2347753 4325 ALFRIENDS TRAIL VA 23455 360 8/1/2003 6/1/2033
3 YR 2229002 2868 BLUEBILL DR VA 23456 360 7/1/2003 6/1/2033
3 YR 2288630 1901 SAWGRASS LANE VA 23703 360 8/1/2003 6/1/2033
3 YR 2118886 1131 LAKESHORE DR IN 46580 360 7/1/2003 6/1/2033
3 YR 2418229 1208 DUMBARTON DRIVE LA 70605 360 7/1/2003 6/1/2033
3 YR 2321065 4605 RIDGE OAK DR TX 78731 360 7/1/2003 6/1/2033
3 YR 2300375 3228 11TH STREET CO 80304 360 7/1/2003 6/1/2033
3 YR 2209248 3302 HEARTHFIRE DR CO 80524 360 7/1/2003 6/1/2033
3 YR 2292888 1802 FOREST RIDGE DRIVE CO 80918 360 7/1/2003 6/1/2033
3 YR 2365795 12849 TOLLAND PL CO 80921 360 7/1/2003 6/1/2033
3 YR 2178617 1130 WAINIHA ST APT E HI 96825 360 8/1/2003 6/1/2033
3 YR 2012067 2589 NW CHAMPION CIR OR 97701 360 7/1/2003 6/1/2033
3 YR 1990838 203 CAMBRIDGE AVE OH 45174 360 8/1/2003 3/1/2033
3 YR 1859564 489 STONEGLEN ST PA 19426 360 7/1/2003 2/1/2033
3 YR 2031444 218 W RICHLAND AVE SC 29483 360 7/1/2003 4/1/2033
3 YR 2314101 155 QUAIL CREEK RD SC 29349 360 7/1/2003 6/1/2033
3 YR 6621234712 14656 WATERVIEW CIRC TX 75001 360 8/1/2003 3/1/2033
3 YR 2333830 4 SAVANNAH CIR TX 75034 360 7/1/2003 6/1/2033
3 YR 2341752 5583 FAIRFAX DR TX 75034 360 7/1/2003 6/1/2033
3 YR 2339069 3501 TWIN LAKES WAY TX 75093 360 8/1/2003 6/1/2033
3 YR 2395484 5104 RUSHING CREEK COURT TX 75093 360 7/1/2003 6/1/2033
3 YR 2343724 12022 LUEDERS LN TX 75230 360 7/1/2003 6/1/2033
3 YR 2304849 16305 SUNSET VALLEY DR TX 75248 360 7/1/2003 6/1/2033
3 YR 2258680 2312 EMBER WOODS DRIVE TX 76262 360 7/1/2003 6/1/2033
3 YR 2071215 211 DENNIS AVE TX 77006 360 8/1/2003 3/1/2033
3 YR 2053197 99 LAKE ESTATES DR TX 77356 360 8/1/2003 3/1/2033
3 YR 2006298 14 SILVER MAPLE RD TX 77382 360 7/1/2003 3/1/2033
3 YR 2015388 1610 CARAQUET DR TX 77386 360 7/1/2003 3/1/2033
3 YR 2090289 36 PALMER WOODS DR TX 77381 360 7/1/2003 4/1/2033
3 YR 2054858 1406 SPRING CREST LN TX 77586 360 7/1/2003 4/1/2033
3 YR 2301454 619 HUNTERS GROVE LN TX 77024 360 7/1/2003 6/1/2033
3 YR 2313066 574 DANA LN TX 77024 360 8/1/2003 6/1/2033
3 YR 2315956 11619 GALLANT RIDGE LN TX 77082 360 7/1/2003 6/1/2033
3 YR 2063541 70A N BEDFORD ST VA 22201 360 8/1/2003 3/1/2033
3 YR 6932652602 7707 LAFAYETTE FOREST DR VA 22003 360 7/1/2003 2/1/2032
3 YR 6925500768 13967 ANTONIA FORD CT VA 20121 360 8/1/2003 1/1/2033
3 YR 1244107 14154 COBLE LASKEY COURT VA 20121 360 7/1/2003 2/1/2033
3 YR 2083863 13504 OAK IVY LANE VA 22033 360 7/1/2003 4/1/2033
3 YR 2318698 5835 COVE LANDING RD #301 VA 22015 360 7/1/2003 6/1/2033
3 YR 2306216 9502 BRIAN JAC LN VA 22066 360 7/1/2003 6/1/2033
3 YR 2390551 902 RIDGE DR VA 22101 360 7/1/2003 6/1/2033
3 YR 1841254 1849 BRENTHILL WAY VA 22182 360 7/1/2003 6/1/2033
3 YR 6936536777 44178 MOSSY BROOK SQUARE VA 20147 360 8/1/2003 12/1/2032
3 YR 2054524 46816 TRAILWOOD PL VA 20165 360 7/1/2003 3/1/2033
3 YR 2067795 43918 CHELTENHAM CIR VA 20147 360 7/1/2003 4/1/2033
3 YR 2400829 40994 MISTY VALE CIRCLE VA 20105 360 7/1/2003 6/1/2033
3 YR 2362839 22637 WATSON RD VA 20175 360 7/1/2003 6/1/2033
3 YR 2079668 2500 81ST AVE SE #111 WA 98040 360 7/1/2003 4/1/2033
3 YR 2033839 9 MEREDITH RD PA 19096 360 7/1/2003 3/1/2033
3 YR 6131380492 10603 CHICKORY CT MD 20772 360 8/1/2003 4/1/2033
3 YR 2265453 7000 MILLWOOD RD MD 20817 360 8/1/2003 6/1/2033
3 YR 2251992 10776 BREWER HOUSE RD MD 20852 360 7/1/2003 6/1/2033
3 YR 2308750 12507 GREY FOX LN MD 20854 360 7/1/2003 6/1/2033
3 YR 2346326 10510 BEECHKNOLL LN MD 20854 360 7/1/2003 6/1/2033
3 YR 1997154 105 SHORT ST MD 20878 360 7/1/2003 3/1/2033
3 YR 2020484 103 LAKE ST MD 20878 360 7/1/2003 3/1/2033
3 YR 1712982 701 STILL CREEK LANE MD 20878 360 7/1/2003 4/1/2033
3 YR 2079523 250 B MARKET ST E MD 20878 360 8/1/2003 4/1/2033
3 YR 2343872 7708 SHADY BROOK LN MD 20879 360 7/1/2003 6/1/2033
3 YR 2026276 10 DEER STREAM CT MD 21117 360 7/1/2003 4/1/2033
3 YR 6891471317 400 CLARICE AVE NC 28204 360 7/1/2003 5/1/2033
3 YR 2105495 1617 BEVERLY DR NC 28207 360 7/1/2003 4/1/2033
3 YR 6229166787 5825 LAGRANDE DR NC 28269 360 7/1/2003 4/1/2033
3 YR 6230625540 2218 WINTHORP RIDGE RD NC 28270 360 8/1/2003 4/1/2033
3 YR 2351717 7841 COMPTON CT NC 28270 356 7/1/2003 2/1/2033
3 YR 6276761522 97 PLUMAGE LANE FL 33415 360 8/1/2003 10/1/2031
3 YR 2027628 152 INTRACOASTAL CIR FL 33469 360 7/1/2003 3/1/2033
3 YR 6903044573 478 25TH AVENUE NORTH FL 33704 360 7/1/2003 5/1/2033
3 YR 2350834 299 BEN AVON WAY TN 38111 360 7/1/2003 6/1/2033
3 YR 2036598 911 DIANTHUS CT OH 43068 360 7/1/2003 4/1/2033
3 YR 1422017 5050 SLATE RUN WOODS CT OH 43220 360 7/1/2003 6/1/2033
3 YR 1988543 35 INVERNESS CT OH 45066 360 7/1/2003 4/1/2033
3 YR 2086270 7284 COUNTRY CLUB LN OH 45069 360 7/1/2003 4/1/2033
3 YR 2290688 1201 MORTS PASS OH 45215 360 7/1/2003 6/1/2033
3 YR 2359827 9125 BROKENSOUND LN OH 45242 360 7/1/2003 6/1/2033
3 YR 2289429 617 LARRIWOOD AVE OH 45429 360 7/1/2003 6/1/2033
3 YR 2274586 6780 WOODCREST DR MI 48098 360 8/1/2003 6/1/2033
3 YR 1931553 3019 N MAPLE RD MI 48103 360 8/1/2003 4/1/2033
3 YR 2261609 2608 ENGLISH OAK DR MI 48103 360 7/1/2003 6/1/2033
3 YR 2258730 5855 WINGCROFT CT MI 48301 360 7/1/2003 6/1/2033
3 YR 2326092 1162 CLEAR CREEK DR MI 48306 360 8/1/2003 6/1/2033
3 YR 1881835 30277 KINGSWAY MI 48331 360 7/1/2003 2/1/2033
3 YR 2182792 8319 BRIDLEWOOD CT MI 48348 360 7/1/2003 6/1/2033
3 YR 2021337 22039 BARCLAY MI 48374 360 7/1/2003 6/1/2033
3 YR 2195737 21685 CHASE DR MI 48375 360 8/1/2003 6/1/2033
3 YR 2264390 2737 BRASSIE DR IL 60025 360 7/1/2003 6/1/2033
3 YR 2290606 2915 SHANNON RD IL 60062 360 9/1/2003 6/1/2033
3 YR 2313944 22W074 PINEGROVE CT IL 60137 360 7/1/2003 6/1/2033
3 YR 2314589 3145 BROMLEY LN IL 60504 360 7/1/2003 6/1/2033
3 YR 1384612 1403 BONNEMA AVE IL 60565 360 7/1/2003 9/1/2032
3 YR 2008656 2703 N FRANCISCO AVENUE IL 60647 360 8/1/2003 4/1/2033
3 YR 2039764 1542 W SCHOOL ST UNIT D IL 60657 360 7/1/2003 3/1/2033
3 YR 2384255 1527 W WELLINGTON AVE IL 60657 360 7/1/2003 6/1/2033
3 YR 2315103 9658 E MAPLEWOOD CIR CO 80111 360 7/1/2003 6/1/2033
3 YR 2408079 8121 SOUTH PENNISULA DR CO 80120 360 8/1/2003 7/1/2033
3 YR 1985349 11874 EUDORA DR CO 80233 360 7/1/2003 3/1/2033
3 YR 6113395096 8111 N 31ST AVE AZ 85051 360 7/1/2003 2/1/2032
3 YR 2332039 3429 E NORCROFT CIR AZ 85213 360 7/1/2003 6/1/2033
3 YR 2360410 5665 W GALVESTON ST UNIT AZ 85226 360 7/1/2003 6/1/2033
3 YR 2114684 3 E OAKLAND HILLS DR AZ 85248 360 7/1/2003 6/1/2033
3 YR 1951101 17221 N 60TH PLACE AZ 85254 360 8/1/2003 2/1/2033
3 YR 2445194 11400 E CARIBBEAN LN AZ 85255 360 7/1/2003 6/1/2033
3 YR 2242624 11646 E APPALOOSA PL AZ 85259 360 7/1/2003 6/1/2033
3 YR 2031824 15448 E THISTLE DR AZ 85268 360 7/1/2003 3/1/2033
3 YR 1306376 14438 E SHADOW CANYON DR AZ 85268 360 8/1/2003 6/1/2033
3 YR 2203049 13813 N WENDOVER DR AZ 85268 360 7/1/2003 6/1/2033
3 YR 2296210 15636 E YUCCA DR AZ 85268 360 7/1/2003 6/1/2033
3 YR 2324389 16413 N DIXIE MINE TR AZ 85268 360 8/1/2003 6/1/2033
3 YR 6142770483 9054 N 49TH AVE AZ 85302 360 8/1/2003 1/1/2032
3 YR 1521172 4841 E PALO BREA LN AZ 85331 360 7/1/2003 6/1/2033
3 YR 2137967 7405 DOE AVE NV 89117 360 7/1/2003 6/1/2033
3 YR 2059348 2623 NE 43RD AVE OR 97213 360 7/1/2003 4/1/2033
3 YR 1960288 5031 S 283RD PL WA 98001 360 8/1/2003 3/1/2033
3 YR 2087269 16357 SE COUGAR MTN WAY WA 98006 360 7/1/2003 4/1/2033
3 YR 2322958 1402 4TH AVE W WA 98119 360 7/1/2003 6/1/2033
3 YR 1702995 22 CAVANAUGH ROAD MA 2481 360 7/1/2003 12/1/2032
3 YR 1942608 193 PINELEIGH PATH MA 2655 180 7/1/2003 2/1/2018
3 YR 1460788 451 BREWERS BRIDGE RD NJ 8527 360 7/1/2003 2/1/2033
3 YR 1715708 10 SUNNYFIELD DR NJ 8801 360 7/1/2003 2/1/2033
3 YR 1914595 112 BENEFIT ST RI 2903 360 7/1/2003 3/1/2033
3 YR 2024094 5 CAMDEN ST MA 2421 360 7/1/2003 4/1/2033
3 YR 1946597 10 THOMAS ST CT 6611 360 7/1/2003 4/1/2033
3 YR 2042435 5 OVAL AVE CT 6878 360 7/1/2003 4/1/2033
3 YR 2037120 27 COLEMAN AVE E NJ 7928 360 8/1/2003 4/1/2033
3 YR 2002876 17 FOOTES LN NJ 7960 360 8/1/2003 4/1/2033
3 YR 1567012 1604 EAST ST NJ 8742 360 7/1/2003 4/1/2033
3 YR 2407604 155 SUGAR RD MA 1740 360 7/1/2003 6/1/2033
3 YR 2349676 49 HARBOR AVE MA 1945 360 8/1/2003 6/1/2033
3 YR 2419171 465 CHANDLER ST MA 2332 360 7/1/2003 6/1/2033
3 YR 2398029 15 HANOVER ROAD NJ 7046 360 7/1/2003 6/1/2033
3 YR 2299802 21 CANOE BROOK RD NJ 7078 360 7/1/2003 6/1/2033
(TABLE CONTINUED)
prod3 anum aterm sfee margin age rterm pool
3 YR 2086697 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2139069 357 0.25 2.25 3 357 Nat City Aug 5 Settle
3 YR 6031689125 355 0.375 2 5 355 BOA JUNE 4 Settle
3 YR 6580939517 355 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 1354322 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 1990019 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2294864 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2387151 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1720411 352 0.25 2.25 8 352 Nat City May 20 Settle
3 YR 2177879 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2263692 0.25 2.75 2 358 Nat City Aug 5 Settle
3 YR 2312191 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2365313 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2285390 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2388241 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6155029090 341 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 2306980 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2184724 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2328158 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6403045625 341 0.25 2.25 19 341 BOA JUNE 4 Settle
3 YR 2379149 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2325961 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2320000 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6253081910 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 2387478 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2024192 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2360256 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2079433 354 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2029097 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2322928 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2025404 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2055860 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2027551 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2380309 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2380531 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1945874 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6918555373 341 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 6488654853 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 6847309959 356 0.375 2.25 4 356 BOA JUNE 4 Settle
3 YR 2165473 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2070380 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2325835 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2039330 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2083157 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2236793 357 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6846267083 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 1872434 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6478804914 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 6765503831 341 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 2115853 356 0.25 2.25 4 356 Nat City Aug 5 Settle
3 YR 2353149 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1912775 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 2243759 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1950349 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 2087900 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6655412820 339 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 2350762 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6994791819 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 1727152 352 0.25 2.75 7 353 Nat City May 20 Settle
3 YR 1719497 352 0.25 2.25 8 352 Nat City May 20 Settle
3 YR 1903857 355 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2087446 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2301366 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2095052 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1781155 355 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 1978681 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6041387421 329 0.25 2.25 25 335 BOA JUNE 4 Settle
3 YR 6177171375 344 0.375 2.25 16 344 BOA JUNE 4 Settle
3 YR 2082899 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1937446 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 1116940 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2039194 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 6433530562 336 0.25 2.25 24 336 BOA JUNE 4 Settle
3 YR 1648118 350 0.25 2.25 9 351 Nat City Aug 5 Settle
3 YR 2330671 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2037822 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2055541 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2361443 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2370695 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2056238 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2043146 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2074714 332 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2355407 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2374085 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2319424 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2030349 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2074133 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2074946 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2034572 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2353342 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2354021 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1947573 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2139017 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2016276 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2052364 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2056546 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2124418 0.25 2.25 4 356 Nat City Aug 5 Settle
3 YR 2013091 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2096103 355 0.25 2.25 4 356 Nat City Aug 5 Settle
3 YR 1943292 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2027431 353 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2056714 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2300887 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2370448 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2039812 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2029198 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2112643 0.25 2.25 4 356 Nat City Aug 5 Settle
3 YR 2071247 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2057359 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2301147 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2374364 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2339643 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2061785 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1940286 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2042882 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1996577 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1981636 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2083950 345 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2335430 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2254751 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2314516 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2023002 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2052030 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2359239 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2392162 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2292509 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2317016 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2334525 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2379781 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2028399 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6471189057 350 0.375 2 10 350 BOA JUNE 4 Settle
3 YR 2020359 355 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 2108091 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2061537 354 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2004595 0.25 2.25 6 354 Nat City May 20 Settle
3 YR 6852623039 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 2250919 0.25 2.25 3 357 Nat City Aug 5 Settle
3 YR 6358545793 347 0.25 2.75 13 347 BOA JUNE 4 Settle
3 YR 6596037751 344 0.25 2.25 16 344 BOA JUNE 4 Settle
3 YR 2320320 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2111525 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2390996 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6765359234 337 0.25 2.25 19 341 BOA JUNE 4 Settle
3 YR 1994226 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2149751 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6509116791 335 0.25 2.25 24 336 BOA JUNE 4 Settle
3 YR 2365403 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1967274 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1897628 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2042550 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1935262 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2023612 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2242958 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2247375 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1958780 347 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2023801 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2359493 357 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2345383 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2315707 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2305579 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2369440 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2021618 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2026414 353 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2192154 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2360915 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1442165 349 0.25 2.25 11 349 Nat City Aug 5 Settle
3 YR 2096105 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2276162 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2352865 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1992051 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2351183 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2297660 359 0.25 2.25 1 359 Nat City Aug 5 Settle
3 YR 2041939 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2074928 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6244817406 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 6273076361 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 6709759721 357 0.375 2 3 357 BOA JUNE 4 Settle
3 YR 6032994615 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 2031689 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6832052267 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 6242593249 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 2018299 0.25 2.75 4 356 Nat City May 20 Settle
3 YR 2072720 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6169869473 323 0.25 2.75 37 323 BOA JUNE 4 Settle
3 YR 5267901 259 0.25 2.75 95 265 BOA JUNE 4 Settle
3 YR 6508723266 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 6728554236 340 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 6672987259 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 6868200962 344 0.375 2.25 16 344 BOA JUNE 4 Settle
3 YR 6381783130 349 0.375 2.25 8 352 BOA JUNE 4 Settle
3 YR 1932648 353 0.25 2.75 7 353 Nat City May 20 Settle
3 YR 1846387 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 1419726 355 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 2054049 354 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1968485 355 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 2063040 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1936901 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2014038 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2017287 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2002649 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2057094 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1867717 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2023894 353 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2120091 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2034145 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6004255359 357 0.375 2 3 357 BOA JUNE 4 Settle
3 YR 6930167470 357 0.375 2 3 357 BOA JUNE 4 Settle
3 YR 2228134 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2347753 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2229002 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2288630 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2118886 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2418229 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2321065 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2300375 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2209248 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2292888 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2365795 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2178617 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2012067 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1990838 354 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1859564 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 2031444 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2314101 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6621234712 355 0.375 2 5 355 BOA JUNE 4 Settle
3 YR 2333830 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2341752 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2339069 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2395484 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2343724 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2304849 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2258680 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2071215 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2053197 347 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2006298 355 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 2015388 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2090289 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2054858 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2301454 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2313066 222 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2315956 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2063541 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 6932652602 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 6925500768 353 0.375 2.25 7 353 BOA JUNE 4 Settle
3 YR 1244107 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 2083863 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2318698 356 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2306216 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2390551 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1841254 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6936536777 352 0.25 2.25 8 352 BOA JUNE 4 Settle
3 YR 2054524 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2067795 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2400829 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2362839 357 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2079668 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2033839 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 6131380492 356 0.375 2.25 4 356 BOA JUNE 4 Settle
3 YR 2265453 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2251992 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2308750 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2346326 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1997154 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2020484 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1712982 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2079523 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2343872 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2026276 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6891471317 357 0.375 2 3 357 BOA JUNE 4 Settle
3 YR 2105495 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 6229166787 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 6230625540 356 0.375 2 4 356 BOA JUNE 4 Settle
3 YR 2351717 351 0.25 2.25 2 354 Nat City Aug 5 Settle
3 YR 6276761522 338 0.25 2.25 22 338 BOA JUNE 4 Settle
3 YR 2027628 355 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 6903044573 357 0.375 2 3 357 BOA JUNE 4 Settle
3 YR 2350834 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2036598 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1422017 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1988543 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2086270 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2290688 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2359827 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2289429 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2274586 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1931553 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2261609 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2258730 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2326092 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1881835 354 0.25 2.25 6 354 Nat City Aug 5 Settle
3 YR 2182792 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2021337 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2195737 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2264390 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2290606 357 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2313944 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2314589 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1384612 349 0.25 2.25 11 349 Nat City Aug 5 Settle
3 YR 2008656 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2039764 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2384255 354 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2315103 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2408079 358 0.25 2.25 1 359 Nat City Aug 5 Settle
3 YR 1985349 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 6113395096 342 0.25 2.25 18 342 BOA JUNE 4 Settle
3 YR 2332039 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2360410 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2114684 351 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1951101 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 2445194 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2242624 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2031824 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 1306376 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2203049 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2296210 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2324389 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 6142770483 340 0.25 2.25 19 341 BOA JUNE 4 Settle
3 YR 1521172 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2137967 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2059348 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1960288 355 0.25 2.75 5 355 Nat City May 20 Settle
3 YR 2087269 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2322958 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 1702995 352 0.25 2.25 8 352 Nat City May 20 Settle
3 YR 1942608 170 0.25 2.75 6 174 Nat City May 20 Settle
3 YR 1460788 354 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 1715708 353 0.25 2.75 6 354 Nat City May 20 Settle
3 YR 1914595 355 0.25 2.25 5 355 Nat City May 20 Settle
3 YR 2024094 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1946597 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2042435 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2037120 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2002876 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 1567012 356 0.25 2.25 4 356 Nat City May 20 Settle
3 YR 2407604 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2349676 356 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2419171 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2398029 358 0.25 2.25 2 358 Nat City Aug 5 Settle
3 YR 2299802 358 0.25 2.25 2 358 Nat City Aug 5 Settle
SCHEDULE II
GROUP 2 MORTGAGE LOANS
prod3 anum lname fname pbal rate city
5 YR 2342657 MOORE VINCENT 142419.38 5.125 TRUSSVILLE
5 YR 6068676235 HARMS ERIC 107724.76 5.25 EL MIRAGE
5 YR 6694345288 BREWER JEREMY 113391.39 4.125 SURPRISE
5 YR 2366070 BIAGINI BARRY 379126.33 5.25 PARADISE VALLEY
5 YR 2392540 WIX MARK 648398.29 4.875 PARADISE VALLEY
5 YR 6535221748 DAWSON KIRSTEN 117947.33 4.75 TUCSON
5 YR 6998961145 REED JAMES 345924.92 5.125 LOS ANGELES
5 YR 6211925687 ARTEAGA SELVIN 161073.86 4.5 LOS ANGELES
5 YR 2318487 HALPER STEPHEN 526757.55 5.125 LOS ANGELES
5 YR 2182725 INGRAHAM MARTI 627000 5.25 PACIFIC PALISADES
5 YR 2276782 INGRAHAM SCOTT 648000 5.125 PACIFIC PALISADES
5 YR 27794809 CHADDAH VIKAS 361050.01 5.25 YORBA LINDA
5 YR 2252941 LACIURA SHARON 231428.3 4.875 NEWPORT BEACH
5 YR 2332770 CHEN DARWIN 352089.45 4.625 LADERA RANCH
5 YR 2342585 PHAM HA 334692.08 5 GARDEN GROVE
5 YR 2308398 DHAMI RANDEEP 433877.94 4.625 PLACENTIA
5 YR 2320999 PRICE MITCHELL 644333.68 4.625 YORBA LINDA
5 YR 2176791 BRIMMAGE JOHN 492000 4.75 RANCHO MIRAGE
5 YR 2359019 PUTERBAUGH BENNETT 500000 4.875 RANCHO MIRAGE
5 YR 2336117 TAUSSIG GREGORY 352000 4.625 TEMECULA
5 YR 2348570 JOY JEFF 430757.7 4.625 TEMECULA
5 YR 6667393786 PRASAD RAJENDRA 315526.86 5.875 NORTH HIGHL
5 YR 6622214200 OKEL VLADISLAV 211967.29 4.25 ANTELOPE
5 YR 6306306116 SUPRUNOV YEVGENIY 121474.48 5.375 RIO LINDA
5 YR 2217564 RANCILIO SANDRA 284300.65 5.125 BIG BEAR LAKE
5 YR 6189521104 WOODARD DAN 295529.59 6.375 CHULA VISTA
5 YR 6505508553 TREAT JOSEPH 273545.27 5.25 IMPERIAL BE
5 YR 1988549 NAU ROBERT 398111.55 4.25 CHULA VISTA
5 YR 2412366 G00GINS GLEN 435621.09 4.375 CHULA VISTA
5 YR 2405412 KWASNY RICHARD 599799.17 5 RANCHO SANTA FE
5 YR 2320963 XU MINGXU 463673.57 4.625 SAN DIEGO
5 YR 1998256 CABANEL ELIZABETH 411511.38 5.5 REDWOOD CITY
5 YR 6651828730 GALVAN SALVADOR 318913.18 6 EAST PALO A
5 YR 2315290 SPECTOR DAVID 645156.93 4.625 LOS ALTOS HILLS
5 YR 2337673 DESPLAT CHRISTIAN 389991.44 4.625 MOUNTAIN VIEW
5 YR 2091024 HSIA EDWARD 480784.74 4.75 SARATOGA
5 YR 2331863 SHAO LINGXIONG 448839.26 4.625 SARATOGA
5 YR 6856268534 GAINS JAMES 374407.13 5.375 WOODLAND
5 YR 6583604498 WILKERSON CHRISTINA 347036.57 5.25 SAN FRANCIS
5 YR 2120065 CHRISTOPHER ELIZABETH 508000 4.875 SAN FRANCISCO
5 YR 2285633 WIEGERT CORY 503755.58 4.875 SAN FRANCISCO
5 YR 2267377 CHOI ALFRED 630000 4 SAN FRANCISCO
5 YR 2357930 POLYAK ALEKSANDER 312000 4.5 SAN FRANCISCO
5 YR 6455602497 SALGADO TERESA 330823.33 6 HAYWARD
5 YR 6081371673 TRIEST LAURENCE 345382.08 5.625 BERKELEY
5 YR 6477638040 MORALES JESUS 202070.9 5.75 OAKLAND
5 YR 6784495993 FANENE JEANNETTE 179071.34 4.5 OAKLAND
5 YR 6010094909 ALVAREZ SERGIO 246137 5.5 SAN LEANDRO
5 YR 2351327 SHAH PARAG 395517.95 4.5 FREMONT
5 YR 2326980 LIPOUFSKI LENORE 384029.3 4.75 LIVERMORE
5 YR 2332415 SOHOTA GURJIT 357900 4.875 LIVERMORE
5 YR 2263441 WANG LE 393505.36 4.75 SAN LEANDRO
5 YR 2287670 ALAFRIZ EMILIO 208000 5.25 UNION CITY
5 YR 2353923 MUDUNURI GAUTAM 417239.94 4.75 UNION CITY
5 YR 2271067 HUNTER EDWARD 534523.95 4.625 CASTRO VALLEY
5 YR 2189791 SINGHANI SHARAD 395999.04 4.75 FREMONT
5 YR 2366771 GROWELL GORDON 311231.18 4.875 ALAMEDA
5 YR 2257509 MORENO RICARDO 396996.53 4.75 PLEASANTON
5 YR 2319596 MEWS DETLEF 855000 5.125 PLEASANTON
5 YR 2306247 HOLLANDER JACK 625000 5.125 BERKELEY
5 YR 2380748 GARGA SHREE 352973.48 4.375 FREMONT
5 YR 2392938 HOFMANN MICHAEL 548548.74 4.5 FREMONT
5 YR 2380946 HARRIS PHILIP 350000 4.75 OAKLAND
5 YR 6280899524 MOUTIER BRENT 225237.98 5.25 PITTSBURG
5 YR 6063066234 BOYD JR MICHAEL 235427.75 4.5 ANTIOCH
5 YR 2244325 COPERTINO FRANK 375094.55 5 BRENTWOOD
5 YR 2257894 CHANEY SCOTT 370185.53 4.875 BRENTWOOD
5 YR 2312496 FAHEY MICHAEL 345497.44 4.5 BRENTWOOD
5 YR 2379543 MILBURN PETER 386000 5 BRENTWOOD
5 YR 2371524 RYAN JOHN 369067.12 4.75 CONCORD
5 YR 6951744611 SCHMIDT ROLAND 474255.06 5.125 CLAYTON
5 YR 2320714 JOHNSON SANDRA 521950 4.75 CLAYTON
5 YR 2355186 SEGRAVES DON 172000 5.375 PLEASANT HILL
5 YR 2379369 KARCHER KANDACE 240000 5.125 WALNUT CREEK
5 YR 1809604 HORNE BRIAN 418715.87 4.625 WALNUT CREEK
5 YR 2166350 MEFTAH BARMAK 649807.53 5 DANVILLE
5 YR 2249935 MARGUGLIO RONALD 637500 4.625 DANVILLE
5 YR 2275485 BRADFORD CYNTHIA 419000 5 DANVILLE
5 YR 2193768 KEAGY ROBERT 424925.94 4.75 LAFAYETTE
5 YR 1421066 KALOTIHOS KOSTAS 435991.39 4.875 EL DORADO HILLS
5 YR 6091669454 YOUNG AARON 156458.9 5 INGLEWOOD
5 YR 6682584971 OCHOA ALFREDO 169890.16 5.625 SOUTH GATE
5 YR 6018309341 WADOOD ANEESAH 147998.55 5.375 NORWALK
5 YR 2412565 BONNER ROBERT 300000 5 LOS ANGELES
5 YR 6237522062 MARTINEZ PATRICIA 245670.97 4.5 SANTA FE SP
5 YR 2356826 CHACONAS MARTINA 500000 4.25 LOS ANGELES
5 YR 6382065750 FARKASH OREN 259099.47 6.875 LOS ANGELES
5 YR 6945112222 PELTON JEFFREY 232418.92 5.25 CULVER CITY
5 YR 2371077 FINLEY ROBERT 698352.83 5.125 LONG BEACH
5 YR 2353846 LI JI 398968.23 4.625 ARCADIA
5 YR 2312680 SARUWATARI STEVEN 480539.99 5 SAN MARINO
5 YR 2304886 CHAMBLISS RONALD 418916.64 4.625 SALINAS
5 YR 2348489 CHUN KERRY 399080.35 5.25 SAN RAFAEL
5 YR 6340589289 SIDDONS JENNIFER 156863.56 6.75 SANTA ANA
5 YR 2327507 TRAN KHANH 498876.93 5.375 ALISO VIEJO
5 YR 6978522909 PADILLA FIDEL 84738.95 4.625 SANTA ANA
5 YR 2342828 NARAGON MAURICE 385004.34 4.625 LAKE FOREST
5 YR 6603807535 TRUJILLO JOSE 277665.13 5.375 SANTA ANA
5 YR 2361584 CIRAC ROBERT 486769.63 4.75 HUNTINGTON BEACH
5 YR 6895183439 AOKI KAZUHIRO 226487.44 4.5 ANAHEIM
5 YR 2309272 ROMM PRESTON 398944.52 4.5 LAGUNA NIGUEL
5 YR 2366625 BAKHTIARI REZA 212475.12 4.875 LAGUNA HILLS
5 YR 2371725 WEST WILLIAM 575228.15 4.5 GRANITE BAY
5 YR 2353404 BARITEAU JOHN 290000 5.125 SANTA CRUZ
5 YR 2353214 HERTZ CHRISTOPHER 400056.39 5.125 SCOTTS VALLEY
5 YR 6449045563 HUERTA ELIAS 335524.62 6.25 SAN JOSE
5 YR 2312608 NEALE GEORGE 330000 4.875 SAN JOSE
5 YR 2373756 DO TIEN 384000 5.125 SAN JOSE
5 YR 2300330 CRUZ EDGARDO 434950.05 5 SAN JOSE
5 YR 2231847 AGUSTIN BONNY 359051.03 4.875 SAN JOSE
5 YR 6231587137 FELIX ALFREDO 315831.75 6.5 SAN JOSE
5 YR 2359146 ROBLES RICARDO 411828.63 5.125 SAN JOSE
5 YR 2354137 NAGARAJAN KUMAR 382034.35 4.75 SAN JOSE
5 YR 2235689 NISHIMURA GARY 498710.28 4.625 GILROY
5 YR 2315356 GALOTRA VARINDER 429913.32 4.75 SANTA CLARA
5 YR 2313802 CHOPRA SAMIR 377002.57 4.5 SAN JOSE
5 YR 2353644 TRAN O'NEAL DUOC 349169.27 5.125 SAN JOSE
5 YR 6217623310 AVEDANO OSCAR 320865.47 5.875 SAN JOSE
5 YR 2350902 HALDER TAPAN 498795.94 5 SAN JOSE
5 YR 2290531 MAHESHWARI DINESH 496000 4.875 MILPITAS
5 YR 2310472 PEIJNENBURG JOS 400455.45 5.125 SAN JOSE
5 YR 2416376 BINGHAM MARCEL 548942.52 4.5 SAN JOSE
5 YR 2359025 MANICKAM MURALIDHARA 425616.93 4.75 SAN JOSE
5 YR 2387185 TAYLOR SCOTT 573826.55 4.875 SAN JOSE
5 YR 2394449 AGUSTIN GENE 919000 5.125 SAN JOSE
5 YR 2431292 GUNADI DANIEL 366594.4 4.875 SAN JOSE
5 YR 2360429 MURANAKA KIYOHIKO 532772.28 5.25 SUNNYVALE
5 YR 2361479 UEKI KENJI 316197.97 4.875 SUNNYVALE
5 YR 2332158 NASIRIPOUR ABOLGHASEM 441868.35 4.75 CUPERTINO
5 YR 2348476 CUEVAS RICHARD 567000 5.375 CUPERTINO
5 YR 2373636 HOLB JILL 468894.04 5.125 CUPERTINO
5 YR 2237039 LOOMIS HOWARD 292145.21 4.625 LOS GATOS
5 YR 2305118 PHAM JENNIFER 423002.28 5.125 LOS GATOS
5 YR 2310307 KHAZENI ANOUSH 363123.43 5 SAN JOSE
5 YR 2331628 SCHENDEL KEITH 188787.86 4.75 SANTEE
5 YR 6656399976 ORTIZ SANTOS 199874.88 5.25 OCEANSIDE
5 YR 2316239 HOOVER EARLEEN 254413.74 5.25 OCEANSIDE
5 YR 6066300648 PADILLA APRIL 371655.57 5.75 OCEANSIDE
5 YR 2386163 MCALISTER SEAN 351082.74 4.875 OCEANSIDE
5 YR 2292987 FENNELL J 387000 4.875 SAN MARCOS
5 YR 2082006 BERGSTROM ROBERT 362300 4.375 FALLBROOK
5 YR 2350190 BOYER STEPHEN 210999.94 5 SAN DIEGO
5 YR 2172246 CHEN XIAORU 341157.25 4.875 SAN DIEGO
5 YR 2349602 ZOU ZE-YUAN 378994.19 4.75 SAN DIEGO
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5 YR 2354025 MADISON JONATHAN 339082.33 4.375 PHOENIX
5 YR 6574416936 MCGINLEY MICHAEL 119513.28 4.375 PHOENIX
5 YR 6920321889 RODRIGUEZ ALICIA 78201.32 4.875 MESA
5 YR 6742233213 PIERCE TIMOTHY 99911.16 4.625 MESA
5 YR 2037988 BULLOCH DAVID 500000 5.25 MESA
5 YR 6585343376 GOODING STEVEN 200851.79 4.25 CHANDLER
5 YR 6586608215 ZAPORTEZA ARMANDO 122765.89 4.625 CHANDLER
5 YR 1542700 DINUNZIO MARK 285979.05 4.875 CHANDLER
5 YR 2364067 TIPSORD GREG 643078.41 4.625 SCOTTSDALE
5 YR 2330728 O'MALLEY WILLIAM 355000 4.625 SCOTTSDALE
5 YR 2348555 SINGER DANA 142080.15 5.375 SCOTTSDALE
5 YR 2293174 GABRIEL DOUGLAS 594466.21 4.75 SCOTTSDALE
5 YR 2380210 MION GARY 562013.11 4.5 TEMPE
5 YR 6773867459 PARADA BLANCA 78670.65 5.75 GLENDALE
5 YR 6513109816 GOODE KELVIN 135813.09 4.5 GLENDALE
5 YR 6667229766 ISUFI ADEM 113244.9 5.25 GLENDALE
5 YR 7016591971 CARRASCO SR JOHN 89975.23 4.875 LAS VEGAS
5 YR 2381596 MARTIN ROBERT 453757.68 4.375 PORTLAND
5 YR 2096181 EILER JOHN 242589.77 5.25 PORTLAND
5 YR 6537345602 NTHIGAH JULIUS 88429.27 5.75 FEDERAL WAY
5 YR 2354190 LANGE WILLIAM 450860.39 4.75 BELLEVUE
5 YR 821405 WANER JOHN 548548.74 4.5 KIRKLAND
5 YR 2354275 AUSLANDER ROBERT 398944.52 4.5 KIRKLAND
5 YR 2237553 LEMBO JOSEPH 151118.02 4.75 RENTON
5 YR 6380569985 SCOTT JEFFREY 182030.39 5.25 SEATTLE
5 YR 2342002 McCARTHY CHARLES 518658.7 4.625 HINGHAM
5 YR 2316753 BARRY CHRISTINE 159964.85 5.25 PROVIDENCE
5 YR 2277733 BUCKLER STEVEN 322634.18 4.875 PROVIDENCE
5 YR 2235790 EFINGER JOHN 548581 4.625 EASTON
5 YR 2235810 NICKEL CHRISTOPHER 500077.48 4.625 EASTON
5 YR 2235797 NICKEL STEPHEN 510547.2 4.625 WESTON
5 YR 2285922 NATHANSON MITCHELL 355122.74 4.875 STAMFORD
5 YR 2442656 SALVEMINI DOMENICK 347039.38 4.25 OLD BRIDGE
5 YR 2356716 DAVIS TODD 650000 4.375 SUMMIT
5 YR 2258564 MAINIERO EUGENE 364000 5.375 SEA ISLE CITY
5 YR 1976091 HEYD CLINTON 636762.89 5 STONE HARBOR
5 YR 2306803 MOHAN NAVODAYAM 420800 4.5 BRIDGEWATER
(TABLE CONTINUED)
prod3 anum addr state zip oterm pdate mdate aterm sfee margin
5 YR 2342657 3225 BARKWOOD TRACE AL 35173 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6068676235 12706 W CORRINE DR AZ 85335 360 7/1/2003 10/1/2032 350 0.25 2
5 YR 6694345288 15541 W PORT AU PRINCE LA AZ 85379 360 7/1/2003 12/1/2032 352 0.25 2
5 YR 2366070 5216 E FANFOL DR AZ 85253 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2392540 5226 E TURQUOISE AVE AZ 85253 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6535221748 8215 S PLACITA JUANTABO AZ 85747 360 8/1/2003 3/1/2033 355 0.25 2
5 YR 6998961145 5232 WINDERMERE AVE CA 90041 360 8/1/2003 9/1/2032 349 0.25 2.25
5 YR 6211925687 1252 W 119TH ST CA 90044 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2318487 2650 CHARL PL CA 90046 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2182725 957 HARTZELL ST CA 90272 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2276782 1201 LAS LOMAS AVE CA 90272 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 27794809 28120 SHADY MEADOW LANE CA 92887 360 7/1/2003 4/1/2029 308 0.25 2.5
5 YR 2252941 2501 E 16TH ST # 4 CA 92663 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2332770 33 BARNSTABLE WAY CA 92694 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2342585 12092 NIETA DR CA 92840 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2308398 1153 MELIA PL CA 92870 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2320999 5010 GREENHAVEN ST CA 92887 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2176791 258 LOCH LOMOND RD CA 92270 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2359019 70345 PLACERVILLE ROAD CA 92270 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2336117 32477 PALACIO ST CA 92592 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2348570 32203 VIA BEJARANO CA 92592 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6667393786 4227 TRESLER AVE CA 95660 360 7/1/2003 9/1/2032 348 0.25 2.25
5 YR 6622214200 3418 ALDER CANYON WY CA 95843 360 7/1/2003 2/1/2033 354 0.25 2
5 YR 6306306116 6917 RIO LINDA BLVD CA 95673 360 7/1/2003 3/1/2033 355 0.25 2.25
5 YR 2217564 132 PINECREST CT CA 92315 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6189521104 1551 POINT DUME CT CA 91911 360 7/1/2003 7/1/2032 347 0.25 2.25
5 YR 6505508553 885 DONAX AVE CA 91932 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 1988549 961 WIND CAVE PL CA 91914 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2412366 1405 OLD JANAL RANCH RD CA 91915 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2405412 3942 AVENIDA BRISA CA 92091 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2320963 6172 SUNSET CREST WAY CA 92121 360 7/1/2003 6/1/2033 357 0.25 2.25
5 YR 1998256 2443 OREGON AVE CA 94061 360 7/1/2003 6/1/2033 358 0.25 2.75
5 YR 6651828730 2368 OAKWOOD DR CA 94303 360 7/1/2003 5/1/2032 345 0.25 2.25
5 YR 2315290 26625 ST. FRANCIS RD CA 94022 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2337673 152 MONTELENA CT CA 94040 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2091024 18723 WOOD DELL CT CA 95070 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2331863 19786 COLBY CT CA 95070 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6856268534 797 LAUGENOUR DR CA 95776 360 7/1/2003 6/1/2033 358 0.25 2
5 YR 6583604498 1885 VALLEJO STREET #5 CA 94123 360 8/1/2003 8/1/2032 348 0.25 2
5 YR 2120065 1770 PACIFIC AVE APT 202 CA 94109 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2285633 55 FOUNTAIN ST CA 94114 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2267377 85 LOMITA AVE CA 94122 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2357930 3040 23RD AVE CA 94132 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6455602497 25709 LANDER AVENUE CA 94544 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 6081371673 1241 ASHBY AVE CA 94702 360 7/1/2003 8/1/2032 348 0.25 2.25
5 YR 6477638040 1707 85TH AVE CA 94621 360 8/1/2003 10/1/2032 350 0.25 2.25
5 YR 6784495993 1623 12TH ST CA 94607 360 8/1/2003 4/1/2033 356 0.25 2
5 YR 6010094909 16365 GORDON WAY CA 94578 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 2351327 4524 THOMPSON CT CA 94538 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2326980 1311 BELFAST CT CA 94550 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2332415 5369 CARNEGIE LOOP CA 94550 360 7/1/2003 6/1/2033 357 0.25 2.25
5 YR 2263441 2385 RIVERSIDE CT CA 94579 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2287670 2203 ERIC CT APT 2 CA 94587 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2353923 2412 HERITAGE WAY CA 94587 360 8/1/2003 6/1/2033 356 0.25 2.25
5 YR 2271067 19160 LA CASA LN CA 94546 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2189791 4873 RIDGEWOOD DR CA 94555 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2366771 17 INVINCIBLE CT CA 94501 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2257509 7063 VIA QUITO CA 94566 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2319596 387 MULLIN CT CA 94566 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2306247 785 SAN LUIS RD CA 94707 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2380748 46629 RANCHO HIGUERA RD CA 94539 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2392938 300 LINDA VISTA TER CA 94539 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2380946 2447 SCOUT RD CA 94611 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6280899524 147 RIVERVIEW DR CA 94565 360 7/1/2003 10/1/2032 350 0.25 2.25
5 YR 6063066234 3439 SERPENTINE DR CA 94509 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 2244325 1434 LEGEND LN CA 94513 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2257894 240 CONTINENTE AVE CA 94513 360 7/1/2003 6/1/2033 358 0.25 2.75
5 YR 2312496 1245 JUNIPER CT CA 94513 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2379543 1876 PHEASANT RUN TER CA 94513 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2371524 5525 MERRITT DR CA 94521 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6951744611 1824 OHLONE HEIGHTS CA 94517 360 8/1/2003 10/1/2032 350 0.25 2.25
5 YR 2320714 110 EL PORTAL PL CA 94517 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2355186 270 CHILPANCINGO PKWY APT CA 94523 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2379369 2740 WALNUT BLVD CA 94596 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 1809604 74 PARK AVE CA 94595 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2166350 18 RIMA CT CA 94526 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2249935 67 ALEXANDER LN CA 94526 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2275485 523 INDIAN HOME RD CA 94526 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2193768 3888 QUAIL RIDGE RD CA 94549 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1421066 1085 BEVINGER DR CA 95762 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6091669454 741 E NUTWOOD ST CA 90301 360 8/1/2003 12/1/2032 352 0.25 2
5 YR 6682584971 9206 ELIZABETH AVE CA 90280 360 7/1/2003 2/1/2033 354 0.25 2.25
5 YR 6018309341 13932 EDGEWATER DR CA 90650 360 8/1/2003 5/1/2033 357 0.25 2.25
5 YR 2412565 13904 LEEDY AVE CA 91342 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6237522062 9258 HOUGHTON AVE CA 90670 360 7/1/2003 5/1/2033 356 0.25 2
5 YR 2356826 1117 S DUNSMUIR AVE CA 90019 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6382065750 13837 SYLVAN ST CA 91401 360 7/1/2003 3/1/2032 340 0.25 2.25
5 YR 6945112222 6000 CANTERBURY DR CA 90230 360 8/1/2003 5/1/2033 357 0.25 2.25
5 YR 2371077 425 ULTIMO AVE CA 90814 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2353846 1008 N 1ST AVE CA 91006 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2312680 1575 BRADBURY RD CA 91108 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2304886 25 HARROD CIR CA 93906 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2348489 32 LATHAM ST CA 94901 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6340589289 921 WILLARDSON WAY CA 92703 360 7/1/2003 5/1/2032 345 0.25 2.25
5 YR 2327507 17 BEL FLORA COURT CA 92656 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6978522909 1507 S RAITT ST CA 92704 360 7/1/2003 2/1/2033 354 0.25 2.25
5 YR 2342828 22216 EUCALYPTUS LN CA 92630 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6603807535 1430 W 21ST ST CA 92706 360 7/1/2003 4/1/2033 356 0.25 2.25
5 YR 2361584 19281 SAUSALITO LANE CA 92646 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6895183439 2044 JUNE PL CA 92802 360 7/10/2003 3/1/2033 355 0.25 2
5 YR 2309272 20 NARBONNE CA 92677 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2366625 24373 LANDOVER RD CA 92653 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2371725 7010 STREAMSIDE CT CA 95746 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2353404 105 RULOFSON ST CA 95060 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2353214 124 NAVIGATOR DR CA 95066 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6449045563 128 N 33RD ST CA 95116 360 7/1/2003 6/1/2032 346 0.25 2.25
5 YR 2312608 125 RANKIN AVE CA 95110 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2373756 3021 SAMARIA PL CA 95111 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2300330 1436 E SAN FERNANDO ST CA 95116 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2231847 2161 INTERBAY DR CA 95122 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6231587137 3450 E HILLS DR CA 95127 360 7/1/2003 3/1/2032 343 0.25 2.25
5 YR 2359146 3427 DOMINICK WAY CA 95127 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2354137 1680 PALA RANCH CIR CA 95133 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2235689 1741 HECKER PASS RD CA 95020 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2315356 3132 MCKINLEY DR CA 95051 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2313802 2329 OLD POST WAY CA 95132 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2353644 019 LUCENA DR CA 95132 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6217623310 3103 IVYGATE LANE CA 95136 360 7/1/2003 8/1/2032 348 0.25 2.25
5 YR 2350902 3635 WODZIENSKI DR CA 95148 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2290531 709 MICHAEL ST CA 95035 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2310472 798 PERSHING AVE CA 95126 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2416376 1037 GLEN ECHO AVE CA 95125 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2359025 6593 CANTERBURY CT CA 95129 360 8/1/2003 6/1/2033 356 0.25 2.25
5 YR 2387185 7025 APPLE GROVE CT CA 95135 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2394449 5260 RACHAELLA LN CA 95135 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2431292 3162 SILVERLAND DR CA 95135 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2360429 795 SHERATON DR CA 94087 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2361479 1376 BEDFORD AVE CA 94087 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2332158 10408 BONNY DR CA 95014 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2348476 1464 JAMESTOWN DR CA 95014 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2373636 7519 DUMAS DR CA 95014 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2237039 18570 OAK DR CA 95030 360 7/1/2003 6/1/2033 348 0.25 2.25
5 YR 2305118 16041 BLOSSOM HILL RD CA 95032 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2310307 1143 HOLLY OAK CIR CA 95120 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2331628 10408 2ND ST CA 92071 360 8/1/2003 6/1/2033 351 0.25 2.25
5 YR 6656399976 237 BLOSSOM WAY CA 92054 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 2316239 2838 LEHIGH CT CA 92056 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6066300648 4628 ALLENDE AVE CA 92057 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 2386163 1117 MIDNIGHT WAY CA 92057 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2292987 1550 CRESCENT PL CA 92078 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2082006 1777 TECALOTE DR CA 92028 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2350190 3965 HORTENSIA ST APT D1 CA 92110 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2172246 12675 BRICKELLIA ST CA 92129 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2349602 8236 TORREY ARBOR LN CA 92129 360 7/1/2003 6/1/2033 309 0.25 2.25
5 YR 2380717 1040 BUENA PLACE CA 92008 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2402420 16406 CALLOWAY DR CA 92127 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2262076 1680 CORTE ORCHIDIA CA 92009 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2309125 1694 CALLIANDRA RD CA 92009 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2331283 15371 MIDLAND RD CA 92064 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2380827 15002 DERRINGER RD CA 92064 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2011432 816 DEL RIEGO AVE CA 92024 360 8/1/2003 4/1/2033 0.25 2.25
5 YR 2370384 2790 BRANT ST CA 92103 360 7/1/2003 6/1/2033 357 0.25 2.25
5 YR 2353686 531 SILVERGATE AVE CA 92106 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2238234 7365 DRAPER AVE CA 92037 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1749613 10563 WHISPERING HILLS LN CA 92130 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2267586 3427 VOYAGER CIR CA 92130 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2313897 13555 RANCHO DEL AZALEAS CA 92130 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2342652 4620 TERRAZA MAR MARVELOS CA 92130 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2353719 10644 BRIARLAKE WOODS DR CA 92130 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2355381 4522 SHOREPOINTE WY CA 92130 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2358394 11428 FAWN RIDGE CA 92130 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2465021 13985 CALLE CARDENAS CA 92130 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6855376023 1027 SAN LUIS CIRC CA 94014 360 7/1/2003 3/1/2032 343 0.25 2.25
5 YR 6761672366 1004 SAN ANTONIO CIRC CA 94014 360 7/1/2003 4/1/2032 344 0.25 2.25
5 YR 2331996 1145 BANYAN WAY CA 94044 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2340106 268 WINWOOD AVE CA 94066 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6014980632 918 HAVEN AVE CA 94063 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 2287616 408 WEST 25TH AVE CA 94403 360 7/1/2003 6/1/2033 357 0.25 2.25
5 YR 2249981 415 KRYSTALLOS LN CA 94065 360 8/1/2003 6/1/2033 356 0.25 2.25
5 YR 2314951 1 PORTOFINO CT CA 94070 360 7/1/2003 6/1/2033 0.25 2.75
5 YR 2366762 101 VISTA DEL GRANDE CA 94070 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2313435 1222 PALM AVE CA 94402 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2312060 129 NOLAN CT CA 95436 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6690768731 3336 NEWMARK DR CA 95407 360 7/1/2003 6/1/2032 346 0.25 2.25
5 YR 2342732 1000 ALLEN ST CA 94954 360 7/1/2003 6/1/2033 358 0.25 2.75
5 YR 2348424 1550 TILTON RD CA 95472 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2359173 3451 EDGEWATER PL CA 94591 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6265662913 8222 ANGELO CT CA 95626 360 7/1/2003 4/1/2032 344 0.25 2.25
5 YR 2330832 6700 50TH ST CA 95823 360 8/1/2003 6/1/2033 0.25 2.75
5 YR 2348321 3975 D ST CA 95819 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6098354399 2636 EL PASADO DR CA 95354 360 7/1/2003 3/1/2032 343 0.25 2.25
5 YR 2385810 905 TORNOE RD CA 93105 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6660485365 1706 MORENO DR CA 93063 360 7/1/2003 3/1/2032 342 0.25 2.25
5 YR 2360731 2733 CAPELLA WY CA 91362 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2308784 6450 S WALDEN WAY CO 80016 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6969551172 13126 W STANFORD DR CO 80465 360 8/1/2003 11/1/2032 350 0.25 2.25
5 YR 2262160 3875 LEE CIRCLE CO 80033 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2322090 4540 UPHAM ST CO 80033 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2414254 1519 P ST NW DC 20005 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2238248 2036 37TH ST NW DC 20007 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2260277 3136 Q STREET NW DC 20007 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2395551 4483 SALEM LANE NW DC 20007 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1423509 1838 13TH ST NW DC 20009 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2342704 2310 20TH ST NW DC 20009 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1422818 3149 ADAMS MILL RD NW DC 20010 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2332292 3566 13TH STREET NW DC 20010 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2347302 3661 MORRISON ST NW DC 20015 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6558530348 10150 MOSBY WOODS DR VA 22030 360 8/1/2003 5/1/2033 357 0.25 2.25
5 YR 2158045 10328 GAMBRILL PARK ROAD MD 21702 360 8/1/2003 6/1/2033 355 0.25 2.25
5 YR 2251080 5759 SUNSET VIEW LANE MD 21703 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6996897341 633 S BANCROFT PKWY DE 19805 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 6733198110 3964 MARTIN CT FL 33331 360 8/1/2003 10/1/2032 350 0.25 2.25
5 YR 7016812492 12616 SW 53 ST FL 33027 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 6730138689 9120 NW 35TH PL FL 33351 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 6722707392 9015 NW 13TH CT FL 33071 360 8/1/2003 5/1/2033 357 0.25 2
5 YR 6662744132 3873 W HIBISCUS ST FL 33332 360 7/1/2003 5/1/2033 357 0.25 2.75
5 YR 6829826632 529 MARDEL DR FL 34104 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 6469762352 8514 IBIS COVE CIRC FL 34119 360 7/1/2003 3/1/2033 355 0.25 2.75
5 YR 6888180236 1333 NAPLES LAKE DR FL 34104 360 8/1/2003 4/1/2033 356 0.25 2
5 YR 6569435768 7863 COLLINS RIDGE BV FL 32244 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 6806498082 7510 SAVANNAH LANE FL 33637 180 7/1/2003 1/1/2018 172 0.25 2
5 YR 6617312092 6386 ROYAL WOODS DR FL 33908 360 7/1/2003 9/1/2032 349 0.25 2
5 YR 6928276416 579 NE PLANTATION RD FL 34996 360 8/1/2003 5/1/2033 357 0.25 2.75
5 YR 6386451980 401 OCEAN DR FL 33139 360 8/1/2003 4/1/2032 344 0.25 2.25
5 YR 6003861116 11151 LAKESHORE DR FL 34639 360 8/1/2003 11/1/2032 351 0.25 2.25
5 YR 6573224893 2360 NECTARINE RD FL 32724 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 2324264 928 PAWSTAND RD FL 34747 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6831581571 216 REDFISH CREEK DR FL 32095 360 7/1/2003 4/1/2033 356 0.25 2.75
5 YR 6677166578 1213 W 68TH AVE DR FL 34207 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 2350717 13300 MORRIS RD UNIT 22 GA 30004 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2439090 986 CONNALLY STREET GA 30312 360 7/1/2003 6/1/2033 358 0.25 2.75
5 YR 2256774 390 BECKENHAM WALK DR GA 30019 360 7/1/2003 5/1/2033 357 0.25 2.75
5 YR 6025628774 5004 PAT MELL PLACE SE GA 30080 360 8/1/2003 10/1/2032 348 0.25 2
5 YR 2165329 2920 GAINESWAY CT GA 30041 360 8/1/2003 4/1/2033 355 0.25 2.75
5 YR 2366403 657 SUNSTEDE DRIVE GA 30033 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2249235 4945 RUTLEDGE LANE GA 30040 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2313479 1280 ROWE RD GA 30188 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2407605 308 CEDARDALE DR GA 30224 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 6319279763 803 NW GREENWOOD ST IA 50021 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 2160334 702 APPLETREE LANE IL 60022 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2364792 2456 N SURREY CT IL 60614 360 7/1/2003 6/1/2033 357 0.25 2.25
5 YR 2303331 610 PARK AVE IL 60305 360 7/1/2003 7/1/2033 359 0.25 2.25
5 YR 2255831 570 LIONS DR IL 60047 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2241935 29027 BRASSIE CT IL 60060 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1962371 3107 DEERING BAY DR IL 60564 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2290785 3452 REDWING DR IL 60564 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2344401 3608 BREITWIESER LN IL 60564 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2219674 9769 SUMMERLAKES DR IN 46032 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2266360 856 WEDGEWOOD LN IN 46033 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2343714 12420 BROOKS CROSSING IN 46038 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2247108 8330 EAGLE CREST LN IN 46234 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6333544515 42 COOLIDGE AVE MA 1832 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 2311594 5409 RAPIDAN CT MD 20711 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6769263523 3613 LANGREHR RD MD 21244 360 8/1/2003 1/1/2033 353 0.25 2
5 YR 2302517 3400 DULANEY PL MD 20866 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2338093 20387 MILL POND TERRACE MD 20876 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1950949 5918 CLIFTON OAK DR MD 21029 360 7/1/2003 4/1/2033 248 0.25 2.25
5 YR 2297835 285 FRANKLIN WRIGHT BLVD MI 48361 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6643925693 5429 S 43RD AVE MN 55417 360 7/1/2003 4/1/2032 344 0.25 2.25
5 YR 6439411007 3846 THOMAS AVE N. MN 55412 360 7/1/2003 9/1/2032 349 0.25 2
5 YR 2215684 3438 SAINT PAUL AVE MN 55416 360 8/1/2003 5/1/2033 0.25 2.25
5 YR 2417614 8220 FERN LN MN 55357 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2222382 2736 ALDRICH AVE S MN 55408 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2340210 6135 CHESHIRE LN N OR 55446 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6251769565 2606 W 45TH AVENUE KS 66103 360 7/1/2003 9/1/2032 349 0.25 2
5 YR 6641187098 14298 W 157TH ST KS 66062 360 8/1/2003 10/1/2032 347 0.25 2.25
5 YR 6087787435 311 SW 24TH TERR MO 64075 360 7/1/2003 11/1/2032 350 0.25 2.25
5 YR 7016383791 11105 E 74TH ST MO 64133 360 6/1/2003 11/1/2032 351 0.25 2.25
5 YR 6425774996 5302 W 161ST TERR KS 66085 360 8/1/2003 11/1/2032 351 0.25 2.25
5 YR 2297179 215 CONCORD MO 64112 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2301524 1217 W 59TH ST MO 64113 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6164328988 635 N ALEXANDER ST NC 28202 360 7/1/2003 4/1/2033 356 0.25 2.25
5 YR 2344972 3609 SAWYERS MILL DR NC 27539 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6781855553 6498 HELENS WAY NC 28037 360 7/1/2003 4/1/2032 343 0.25 2.25
5 YR 7016561065 136 ROWE ST NC 28056 360 8/1/2003 11/1/2032 351 0.25 2.25
5 YR 6533040785 713 SHELLSTONE PLACE SC 29708 360 8/1/2003 1/1/2033 353 0.25 2
5 YR 6886187431 8274 HUNLEY RIDGE NC 28104 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6309162441 7908 STONEHAVEN DR NC 28173 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6738250254 9081 TULAGI CT SC 29708 360 8/1/2003 5/1/2033 357 0.25 2
5 YR 1692711 1724 CYPRESS MANOR DRIVE NV 89012 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2294636 1366 CALLE CALMA NV 89012 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2373720 3863 ALMOND VIEW STREET NV 89147 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1960035 5560 RUE ST TROPEZ NV 89511 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6627033118 10366 IRON MILL ROAD VA 23235 360 8/1/2003 9/1/2032 349 0.25 2
5 YR 6245723652 3004 BENTON DRIVE GA 31312 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 6532259311 22550 BENNET ROAD CA 95370 360 8/1/2003 9/1/2032 349 0.25 2.25
5 YR 7016265782 12715 YEARLING COVE TX 78727 360 7/1/2003 10/1/2032 350 0.25 2.25
5 YR 6359208151 136 TRUITT ST MD 21801 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 6373013207 2920 JEFFERSON AVE MO 64804 360 8/1/2003 11/1/2032 351 0.25 2.25
5 YR 6395322362 175 TILMARK DR NC 27103 360 7/1/2003 12/1/2032 352 0.25 2
5 YR 6167643490 226 W 34TH ST VA 23504 360 8/1/2003 2/1/2033 354 0.25 2
5 YR 6682783904 2306 CHELSEA DR AR 72022 360 7/1/2003 2/1/2033 354 0.25 2
5 YR 6093020243 114 KINGS GRANT DR VA 24556 360 8/1/2003 3/1/2033 355 0.25 2
5 YR 6159127924 1920 PARKWEST DR UT 84060 360 8/1/2003 3/1/2033 355 0.25 2
5 YR 6863591886 1854 SAN PEDRO MO 63026 360 7/1/2003 3/1/2033 355 0.25 2.25
5 YR 6574745441 460 22ND ST AR 72501 180 7/1/2003 4/1/2018 176 0.25 2
5 YR 6150555933 1404 LINCOLNSHIRE WY TX 76134 360 7/1/2003 4/1/2033 348 0.25 2
5 YR 2234775 4306 RIDGEPOLE LANE TX 78669 360 7/1/2003 5/1/2033 357 0.25 2.25
5 YR 2155022 1698 RODEO DR CO 80498 360 8/1/2003 5/1/2033 357 0.25 2.25
5 YR 2176865 2194 PIPER WAY VA 22947 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2309518 22 BUCK BRANCH DR VA 23233 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2379396 4212 OCTOBER RD VA 23234 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6022793399 5260 CROSSBOW CIRC VA 24014 360 8/1/2003 5/1/2033 357 0.25 2.25
5 YR 2247259 633 HUNT CLUB DRIVE NC 27927 360 8/1/2003 6/1/2033 356 0.25 2.25
5 YR 2246877 640 ALEXANDRIA KY 42303 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2398649 7071 KALORAMA DRIVE IN 46538 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2351037 4386 BROOKSIDE CEMETERY R WI 54101 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6091336609 329 CLAYHEATH MO 63011 360 7/1/2003 6/1/2033 358 0.25 2
5 YR 2301510 6457 CECIL AVE MO 63105 360 8/1/2003 6/1/2033 352 0.25 2.25
5 YR 2262366 9209 MATTHEWS LN MO 63127 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2379756 3403 QUENNSBURY WAY E TX 76034 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2297574 702 NELSON COURT TX 76092 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2269914 8505 CLAY HIBBINS RD TX 76180 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2386642 2212 WINDSOR RD E TX 78703 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2332681 4408 BALCONES DR TX 78731 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2381239 9310 SUMMER SKY DRIVE TX 78736 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2168016 3906 BAYBROOK CT TX 79707 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2350132 1781 POPPY COURT CO 80026 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2114870 2338 18TH ST CO 80304 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2126160 900 KIOWA RD CO 80540 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2077060 2464 W. 2ND AVE CO 81301 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6459962285 4298 DORGAN DR CA 96002 360 8/1/2003 6/1/2033 358 0.25 2
5 YR 2350466 240 KULAMANU PL HI 96816 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6188739871 1597 MEADOW VIEW DR OR 97838 360 8/1/2003 6/1/2033 358 0.25 2
5 YR 2316330 70 RIDGECREEK TRL OH 44022 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6105089921 1120 CAPITOL KY 41018 240 7/1/2003 4/1/2022 224 0.25 2.25
5 YR 2305147 126 BERWICK DR PA 19382 360 7/1/2003 5/1/2033 357 0.25 2.75
5 YR 2238038 449 CONSHOHOCKEN STATE RD PA 19004 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6996599798 8059 SHADOW OAKS DR SC 29406 360 7/1/2003 6/1/2032 346 0.25 2.25
5 YR 6304377754 212 HICKORY ST SC 29407 360 7/1/2003 4/1/2033 356 0.25 2.25
5 YR 2335853 1452 WELLESLEY CIRCLE SC 29466 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 6896756837 4649 CRYSTAL DR SC 29206 360 7/1/2003 8/1/2032 348 0.25 2.25
5 YR 6173084374 2312 CARDINGTON DR SC 29209 360 8/1/2003 10/1/2032 348 0.25 2
5 YR 6656260434 112 BEAVER CREEK DR SC 29223 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 6070790206 6 SIMS ALLEY SC 29205 360 7/1/2003 5/1/2033 357 0.25 2
5 YR 2342557 1530 MULLER ROAD SC 29016 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6222918549 19 F ST SC 29349 360 7/1/2003 2/1/2033 354 0.25 2.25
5 YR 6726939439 810 GIVERNY CT SC 29607 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6971648834 712 SETTLER S CT TN 37221 360 8/1/2003 11/1/2032 351 0.25 2
5 YR 6018807021 7512 DOVE VALLEY DR TN 37221 360 7/1/2003 6/1/2033 358 0.25 2
5 YR 6413410512 242 LITTLE BROOK LANE TN 37853 360 7/1/2003 8/1/2032 348 0.25 2.25
5 YR 7016352416 4995 SHORELINE TX 75034 360 7/1/2003 10/1/2032 350 0.25 2.25
5 YR 6518411357 2515 CAMBRIDGE DR TX 75032 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6335704489 1505 ELM ST TX 75201 360 8/1/2003 4/1/2033 356 0.25 2
5 YR 2240306 2201 PARADISE LANE TX 75022 360 7/1/2003 5/1/2033 0.25 2.25
5 YR 2321659 3536 GRANADA AVE TX 75205 360 7/1/2003 5/1/2033 357 0.25 2.25
5 YR 2424248 6708 VISTA TRL TX 75024 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2269790 5501 DOUGLAS AVE. TX 75025 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2301554 3717 PILOT DR TX 75025 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2350745 880 SAINT JAMES CT TX 75069 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2305329 7810 HANOVER ST TX 75225 360 7/1/2003 7/1/2033 359 0.25 2.25
5 YR 2349233 3456 PURDUE AVE TX 75225 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2293092 6540 STICHTER TX 75230 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2348471 5512 INVERRARY CT TX 75287 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2249778 231 OAK HILL DR TX 76262 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6106046292 702 E 10TH ST TX 77002 360 7/1/2003 1/1/2033 353 0.25 2
5 YR 6718314674 2407 RODNEY TX 77034 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 2342717 6201 BURGOYNE RD TX 77057 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2350134 59 REDBUD RIDGE PL TX 77380 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2399608 19506 BRIARSEDGE CT TX 77449 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2136562 2009 FARDOWN AVENUE E UT 84121 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2273268 142 WOODHILL LN UT 84054 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6933969351 4548 28TH RD VA 22206 360 7/1/2003 2/1/2033 353 0.25 2
5 YR 2291933 5512 WILSON BLVD VA 22205 360 7/1/2003 5/1/2033 356 0.25 2.25
5 YR 2308381 2857 11TH ST N VA 22201 360 8/1/2003 6/1/2033 357 0.25 2.25
5 YR 2252758 400 NORTH FLORIDA STREET VA 22203 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2352906 4527 4TH RD N VA 22203 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6044384573 6517 FIELD MASTER DR VA 22152 360 7/1/2003 3/1/2033 354 0.25 2.25
5 YR 6444352493 14358 SILO VALLEY VIEW VA 20121 360 7/1/2003 4/1/2033 356 0.25 2.25
5 YR 2248401 4718 LOGWOOD LN VA 20151 360 7/1/2003 5/1/2033 357 0.25 2.25
5 YR 2140760 7018 HIGHLAND MEADOWS CT VA 22315 360 8/1/2003 5/1/2033 357 0.25 2.25
5 YR 2302052 6117 MOUNTAIN SPRINGS LN VA 20124 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2331145 2905 BLUE HOLLY LN VA 20171 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2344830 12695 AUTUMN CREST DR VA 20171 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2378694 12765 OAK FARM DR VA 20171 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2326127 12025 CREEKBEND DR VA 20194 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2382167 8512 CHASE GLEN CIR VA 22039 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2316101 11612 ROLLING MEADOW DR VA 22066 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2404584 1001 SPENCER ROAD VA 22102 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 1945577 6307 WAYLES ST VA 22150 360 7/1/2003 6/1/2033 356 0.25 2.25
5 YR 2218915 1855 FOXSTONE DR VA 22182 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2302655 1307 WAYNEWOOD BLVD VA 22308 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2401483 8605 WAGON WHEEL RD VA 22309 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2310978 7801 BOLD LION LN VA 22315 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2223034 2001 COOL SPRING DR VA 22308 360 7/1/2003 7/1/2033 359 0.25 2.25
5 YR 2116661 43071 NORTHLAKE BLVD VA 20176 360 7/1/2003 5/1/2033 357 0.25 2.25
5 YR 2427807 21500 THORNHILL PL VA 20148 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2338018 43717 RED HOUSE DR VA 20176 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2267024 6156 TOLEDO PL VA 20169 360 7/1/2003 5/1/2033 0.25 2.25
5 YR 2276700 314 E CUSTIS AVE VA 22301 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2293536 309 KENTUCKY AVENUE VA 22305 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6558839954 9909 DES MOINES WAY S WA 98108 360 8/1/2003 12/1/2032 352 0.25 2.25
5 YR 2220187 7947 138TH AVE SE WA 98059 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2397229 17194 SE 100TH ST WA 98059 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2380618 6512 E CREST VIEW LOOP SE WA 98065 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6125902558 4810 200TH ST SW WA 98036 360 7/1/2003 5/1/2033 357 0.25 2.25
5 YR 2266920 2029 MEADOWVIEW PL WA 98282 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6440435888 5045 S 40TH ST WI 53221 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 6253587437 20 DUCHAMP PL NJ 7928 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 6314087773 14628 CAMBRIDGE CIR CIRC MD 20707 360 7/1/2003 3/1/2033 355 0.25 2.25
5 YR 1585355 9600 POTOMAC DR MD 20744 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2224211 5610 CEDAR PKY MD 20815 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2353138 2828 GREENVALE ST MD 20815 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2257832 4860 PARK AVENUE MD 20816 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2379987 3711 MARTINS DAIRY CIR MD 20832 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2314910 301 TREEMONT WAY MD 20850 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2238432 12519 GREY FOX LN MD 20854 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6979832158 6202 HILLTOP AVE MD 21206 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 2253292 2800 DURMONT CT MD 21401 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6430293800 1133 BUNGALOW PARK DR NC 27502 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 6527925983 112 HILARY PL NC 27513 360 8/1/2003 11/1/2032 351 0.25 2.25
5 YR 6897436140 12043 FALLS OF NEUSE ROAD NC 27587 360 7/1/2003 11/1/2032 261 0.25 2
5 YR 6614449020 1516 HARVEY JOHNSON RD NC 27603 360 7/1/2003 3/1/2033 355 0.25 2.25
5 YR 2242653 2508 HUNTERS MEADOW LN NC 27606 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2405708 915 COUNTRY CLUB DR NC 27712 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6178375868 14209 LITHGOW PLACE NC 28078 360 8/1/2003 2/1/2033 354 0.25 2
5 YR 6782238742 14938 LONGBOW LANE NC 28078 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6749841273 9104 BERTRAM CT NC 28078 360 8/1/2003 4/1/2033 356 0.25 2
5 YR 6341001540 2417 KINSBURY DR NC 28205 360 8/1/2003 3/1/2033 354 0.25 2
5 YR 6419454613 4644 HUNTER CREST LANE NC 28209 360 8/1/2003 5/1/2033 357 0.25 2
5 YR 6165139160 2209 STONEWOOD DR NC 28210 360 7/1/2003 10/1/2032 350 0.25 2
5 YR 6033666386 2807 ENGLISH SPARROW LANE NC 28210 360 8/1/2003 4/1/2033 351 0.25 2
5 YR 6254975201 4822 LAMONT DR NC 28210 360 8/1/2003 4/1/2033 356 0.25 2
5 YR 6822279730 1608 SHARON RD NC 28210 360 8/1/2003 5/1/2033 357 0.25 2
5 YR 6962558349 11432 COREOSPIS ROAD NC 28213 360 7/1/2003 6/1/2033 358 0.25 2
5 YR 6094062632 5909 LAWNMEADOW DR NC 28216 360 7/1/2003 4/1/2032 344 0.25 2
5 YR 6737408325 4703 AMBRIDGE DR NC 28216 180 7/1/2003 10/1/2017 170 0.25 2
5 YR 6908047142 605 HOSKINS RIDGE LANE NC 28216 360 8/1/2003 1/1/2033 353 0.25 2
5 YR 6008652676 13711 CARDINALS NEST DR NC 28269 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 6825495739 16431 GOLDEN RIVER LANE NC 28270 360 8/1/2003 3/1/2033 355 0.25 2
5 YR 6197053025 939 HAWTHORNE BRIDGE CT NC 28277 360 8/1/2003 6/1/2033 358 0.25 2
5 YR 6219341275 7000 ROYCE CT NC 28277 360 7/1/2003 6/1/2033 358 0.25 2
5 YR 6651242155 16027 KIRSTEN NICOLE RD NC 28278 360 7/1/2003 5/1/2033 357 0.25 2
5 YR 2406944 110 CAMILLA CT GA 30213 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6861088844 1249 BROOKE GREENE GA 30319 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 2418167 1307 GREEN COVE RD FL 32789 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 6944842860 2870 NW 68TH LANE FL 33063 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6541737463 1457 SUSSEX DR FL 33068 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 2305039 3600 ALHANBRA COURT FL 33134 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 6221635953 7410 NW 58TH ST FL 33321 360 8/1/2003 5/1/2033 357 0.25 2
5 YR 6072509406 129 HERITAGE WAY FL 33407 360 7/1/2003 11/1/2032 351 0.25 2.75
5 YR 6156684497 9813 KAMENA CIRCLE FL 33436 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6450459976 6059 SAVANNAH WY FL 33463 360 8/1/2003 4/1/2033 356 0.25 2
5 YR 2423496 7111 CHARLESTON POINT DRI FL 33467 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 6441974349 955 51 ST STREET NORTH FL 33710 360 8/1/2003 2/1/2033 353 0.25 2
5 YR 1272994 2298 BRIXTON RD OH 43221 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2369665 1287 COUNTRY CLUB DR OH 44313 360 7/1/2003 6/1/2033 356 0.25 2.25
5 YR 2327575 9907 MISTYMORN LN OH 45242 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2335858 22895 SAINT GEORGE CIR MI 48178 360 7/1/2003 6/1/2033 358 0.25 2.75
5 YR 2315923 47726 PAVILLON RD MI 48188 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2298389 1341 WELLAND DR MI 48306 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2186435 1695 STONY CREEK DR MI 48307 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2004689 1142 FOREST BAY DR MI 48328 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2127222 3981 LAKEFRONT ST MI 48328 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2088799 421 NAIRN CIR MI 48357 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6979076681 12725 LINCOLN STREET NE MN 55434 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 2333395 2517 N WATERMAN AVE IL 60004 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2107710 1231 ASHLAND AVE IL 60091 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2305927 2123 THORNWOOD IL 60091 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2349139 115 15TH ST IL 60091 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2359460 2447 LAWNDALE AVE IL 60201 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2265981 436 S MADISON ST IL 60521 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2203623 7 S 505 DONWOOD DR IL 60540 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2000419 1750 W FLETCHER ST IL 60657 360 7/1/2003 6/1/2033 357 0.25 2.25
5 YR 1828203 4040 S CHERRY ST CO 80110 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2239012 6175 S BOSTON CIR CO 80111 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2330630 243 S MILWAUKEE ST CO 80209 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6656869028 2716 N 25TH PL AZ 85008 360 7/1/2003 3/1/2032 343 0.25 2.25
5 YR 6546275600 3348 E CORONADO RD AZ 85008 360 7/1/2003 8/1/2032 348 0.25 2.25
5 YR 2240719 6518 N PLACE D'VALENCIA AZ 85014 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6748285696 2733 E FLOWER ST AZ 85016 360 7/1/2003 11/1/2032 351 0.25 2.25
5 YR 2288735 5801 N 44TH PL CA 85018 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6133415031 10410 N CAVE CREEK RD AZ 85020 360 7/1/2003 5/1/2033 310 0.25 2
5 YR 6252530354 1631 E FRANCISCO DR AZ 85040 360 8/1/2003 4/1/2033 356 0.25 2
5 YR 2354025 3621 E SHOMI ST AZ 85044 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6574416936 3150 E BEARDSLEY RD AZ 85050 360 7/1/2003 5/1/2033 357 0.25 2
5 YR 6920321889 2233 W FARMDALE AVE AZ 85202 360 8/1/2003 9/1/2032 349 0.25 2.25
5 YR 6742233213 2222 E BIRCHWOOD AVE AZ 85204 360 7/1/2003 5/1/2033 357 0.25 2
5 YR 2037988 4055 N RECKER RD UNIT 42 AZ 85215 360 8/1/2003 4/1/2033 0.25 2.25
5 YR 6585343376 2472 E MORELOS ST AZ 85225 360 7/1/2003 3/1/2033 355 0.25 2
5 YR 6586608215 341 WE ALOE PL AZ 85248 360 7/1/2003 4/1/2033 356 0.25 2
5 YR 1542700 438 E HORSESHOE DR AZ 85249 360 7/1/2003 5/1/2033 0.25 2.25
5 YR 2364067 25843 N 113TH WAY AZ 85255 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2330728 10865 E POINSETTIA DR AZ 85259 360 8/1/2003 6/1/2033 0.25 2.25
5 YR 2348555 11680 E SAHUARO DR UNIT 1 AZ 85259 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2293174 6274 E BENT TREE DR AZ 85262 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2380210 1101 E WARNER RD AZ 85284 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 6773867459 4428 W PALMAIRE AVE AZ 85301 360 7/1/2003 8/1/2032 347 0.25 2.25
5 YR 6513109816 5027 ROYAL PALM RD AZ 85302 360 8/1/2003 2/1/2033 354 0.25 2
5 YR 6667229766 3732 W WAGONER RD AZ 85308 360 8/1/2003 1/1/2033 322 0.25 2.25
5 YR 7016591971 7151 S DURANGO DR NV 89113 360 8/1/2003 11/1/2032 351 0.25 2.25
5 YR 2381596 1965 SW 16TH AVE OR 97201 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2096181 423 SE GILHAM AVE OR 97215 360 8/1/2003 6/1/2033 0.25 2.75
5 YR 6537345602 34012 1ST PL S UNIT WA 98003 360 7/1/2003 9/1/2032 349 0.25 2.25
5 YR 2354190 3238 99TH AVE NE WA 98004 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 821405 5501 105TH AVE NE WA 98033 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2354275 6021 132ND AVE NE WA 98033 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2237553 19624 105TH AVE SE WA 98055 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 6380569985 1140 N 93RD AVE WA 98103 360 7/1/2003 4/1/2033 356 0.25 2.25
5 YR 2342002 269 HIGH ST MA 2043 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2316753 521 S MAIN ST UNIT 319 RI 2903 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2277733 41 WESTFORD RD RI 2906 360 7/1/2003 6/1/2033 0.25 2.75
5 YR 2235790 80 NORTON RD CT 6612 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2235810 160 OLD STONEWALL RD CT 6612 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2235797 17 OSBORNE FARM RD CT 6883 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2285922 92 LAWTON AVENUE CT 6907 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2442656 14 HIGHPOINTE WAY NJ 7747 360 7/1/2003 6/1/2033 358 0.25 2.25
5 YR 2356716 14 VALLEY VIEW AVE NJ 7901 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 2258564 6201 CENTRAL AVE NJ 8243 360 7/1/2003 6/1/2033 0.25 2.25
5 YR 1976091 113 91ST STREET NJ 8247 360 8/1/2003 6/1/2033 358 0.25 2.25
5 YR 2306803 20 PURCELL NJ 8807 360 7/1/2003 6/1/2033 0.25 2.25
(TABLE CONTINUED)
prod3 anum age rterm pool
5 YR 2342657 2 358 Nat City Aug 5 Settle
5 YR 6068676235 10 350 BOA JUNE 4 Settle
5 YR 6694345288 8 352 BOA JUNE 4 Settle
5 YR 2366070 2 358 Nat City Aug 5 Settle
5 YR 2392540 2 358 Nat City Aug 5 Settle
5 YR 6535221748 5 355 BOA JUNE 4 Settle
5 YR 6998961145 11 349 BOA JUNE 4 Settle
5 YR 6211925687 2 358 BOA JUNE 4 Settle
5 YR 2318487 2 358 Nat City Aug 5 Settle
5 YR 2182725 2 358 Nat City Aug 5 Settle
5 YR 2276782 2 358 Nat City Aug 5 Settle
5 YR 27794809 52 308 BOA JUNE 4 Settle
5 YR 2252941 2 358 Nat City Aug 5 Settle
5 YR 2332770 2 358 Nat City Aug 5 Settle
5 YR 2342585 2 358 Nat City Aug 5 Settle
5 YR 2308398 2 358 Nat City Aug 5 Settle
5 YR 2320999 2 358 Nat City Aug 5 Settle
5 YR 2176791 2 358 Nat City Aug 5 Settle
5 YR 2359019 2 358 Nat City Aug 5 Settle
5 YR 2336117 2 358 Nat City Aug 5 Settle
5 YR 2348570 2 358 Nat City Aug 5 Settle
5 YR 6667393786 11 349 BOA JUNE 4 Settle
5 YR 6622214200 6 354 BOA JUNE 4 Settle
5 YR 6306306116 5 355 BOA JUNE 4 Settle
5 YR 2217564 2 358 Nat City Aug 5 Settle
5 YR 6189521104 13 347 BOA JUNE 4 Settle
5 YR 6505508553 9 351 BOA JUNE 4 Settle
5 YR 1988549 2 358 Nat City Aug 5 Settle
5 YR 2412366 2 358 Nat City Aug 5 Settle
5 YR 2405412 2 358 Nat City Aug 5 Settle
5 YR 2320963 2 358 Nat City Aug 5 Settle
5 YR 1998256 2 358 Nat City Aug 5 Settle
5 YR 6651828730 15 345 BOA JUNE 4 Settle
5 YR 2315290 2 358 Nat City Aug 5 Settle
5 YR 2337673 2 358 Nat City Aug 5 Settle
5 YR 2091024 2 358 Nat City Aug 5 Settle
5 YR 2331863 2 358 Nat City Aug 5 Settle
5 YR 6856268534 2 358 BOA JUNE 4 Settle
5 YR 6583604498 12 348 BOA JUNE 4 Settle
5 YR 2120065 2 358 Nat City Aug 5 Settle
5 YR 2285633 2 358 Nat City Aug 5 Settle
5 YR 2267377 2 358 Nat City Aug 5 Settle
5 YR 2357930 2 358 Nat City Aug 5 Settle
5 YR 6455602497 11 349 BOA JUNE 4 Settle
5 YR 6081371673 12 348 BOA JUNE 4 Settle
5 YR 6477638040 10 350 BOA JUNE 4 Settle
5 YR 6784495993 4 356 BOA JUNE 4 Settle
5 YR 6010094909 11 349 BOA JUNE 4 Settle
5 YR 2351327 2 358 Nat City Aug 5 Settle
5 YR 2326980 2 358 Nat City Aug 5 Settle
5 YR 2332415 2 358 Nat City Aug 5 Settle
5 YR 2263441 2 358 Nat City Aug 5 Settle
5 YR 2287670 2 358 Nat City Aug 5 Settle
5 YR 2353923 2 358 Nat City Aug 5 Settle
5 YR 2271067 2 358 Nat City Aug 5 Settle
5 YR 2189791 2 358 Nat City Aug 5 Settle
5 YR 2366771 2 358 Nat City Aug 5 Settle
5 YR 2257509 2 358 Nat City Aug 5 Settle
5 YR 2319596 2 358 Nat City Aug 5 Settle
5 YR 2306247 2 358 Nat City Aug 5 Settle
5 YR 2380748 2 358 Nat City Aug 5 Settle
5 YR 2392938 2 358 Nat City Aug 5 Settle
5 YR 2380946 2 358 Nat City Aug 5 Settle
5 YR 6280899524 10 350 BOA JUNE 4 Settle
5 YR 6063066234 5 355 BOA JUNE 4 Settle
5 YR 2244325 2 358 Nat City Aug 5 Settle
5 YR 2257894 2 358 Nat City Aug 5 Settle
5 YR 2312496 2 358 Nat City Aug 5 Settle
5 YR 2379543 2 358 Nat City Aug 5 Settle
5 YR 2371524 2 358 Nat City Aug 5 Settle
5 YR 6951744611 10 350 BOA JUNE 4 Settle
5 YR 2320714 2 358 Nat City Aug 5 Settle
5 YR 2355186 2 358 Nat City Aug 5 Settle
5 YR 2379369 2 358 Nat City Aug 5 Settle
5 YR 1809604 2 358 Nat City Aug 5 Settle
5 YR 2166350 2 358 Nat City Aug 5 Settle
5 YR 2249935 2 358 Nat City Aug 5 Settle
5 YR 2275485 2 358 Nat City Aug 5 Settle
5 YR 2193768 2 358 Nat City Aug 5 Settle
5 YR 1421066 2 358 Nat City Aug 5 Settle
5 YR 6091669454 8 352 BOA JUNE 4 Settle
5 YR 6682584971 6 354 BOA JUNE 4 Settle
5 YR 6018309341 3 357 BOA JUNE 4 Settle
5 YR 2412565 2 358 Nat City Aug 5 Settle
5 YR 6237522062 3 357 BOA JUNE 4 Settle
5 YR 2356826 2 358 Nat City Aug 5 Settle
5 YR 6382065750 17 343 BOA JUNE 4 Settle
5 YR 6945112222 3 357 BOA JUNE 4 Settle
5 YR 2371077 2 358 Nat City Aug 5 Settle
5 YR 2353846 2 358 Nat City Aug 5 Settle
5 YR 2312680 2 358 Nat City Aug 5 Settle
5 YR 2304886 2 358 Nat City Aug 5 Settle
5 YR 2348489 2 358 Nat City Aug 5 Settle
5 YR 6340589289 15 345 BOA JUNE 4 Settle
5 YR 2327507 2 358 Nat City Aug 5 Settle
5 YR 6978522909 6 354 BOA JUNE 4 Settle
5 YR 2342828 2 358 Nat City Aug 5 Settle
5 YR 6603807535 4 356 BOA JUNE 4 Settle
5 YR 2361584 2 358 Nat City Aug 5 Settle
5 YR 6895183439 5 355 BOA JUNE 4 Settle
5 YR 2309272 2 358 Nat City Aug 5 Settle
5 YR 2366625 2 358 Nat City Aug 5 Settle
5 YR 2371725 2 358 Nat City Aug 5 Settle
5 YR 2353404 2 358 Nat City Aug 5 Settle
5 YR 2353214 2 358 Nat City Aug 5 Settle
5 YR 6449045563 14 346 BOA JUNE 4 Settle
5 YR 2312608 2 358 Nat City Aug 5 Settle
5 YR 2373756 2 358 Nat City Aug 5 Settle
5 YR 2300330 2 358 Nat City Aug 5 Settle
5 YR 2231847 2 358 Nat City Aug 5 Settle
5 YR 6231587137 17 343 BOA JUNE 4 Settle
5 YR 2359146 2 358 Nat City Aug 5 Settle
5 YR 2354137 2 358 Nat City Aug 5 Settle
5 YR 2235689 2 358 Nat City Aug 5 Settle
5 YR 2315356 2 358 Nat City Aug 5 Settle
5 YR 2313802 2 358 Nat City Aug 5 Settle
5 YR 2353644 2 358 Nat City Aug 5 Settle
5 YR 6217623310 12 348 BOA JUNE 4 Settle
5 YR 2350902 2 358 Nat City Aug 5 Settle
5 YR 2290531 2 358 Nat City Aug 5 Settle
5 YR 2310472 2 358 Nat City Aug 5 Settle
5 YR 2416376 2 358 Nat City Aug 5 Settle
5 YR 2359025 2 358 Nat City Aug 5 Settle
5 YR 2387185 2 358 Nat City Aug 5 Settle
5 YR 2394449 2 358 Nat City Aug 5 Settle
5 YR 2431292 2 358 Nat City Aug 5 Settle
5 YR 2360429 2 358 Nat City Aug 5 Settle
5 YR 2361479 2 358 Nat City Aug 5 Settle
5 YR 2332158 2 358 Nat City Aug 5 Settle
5 YR 2348476 2 358 Nat City Aug 5 Settle
5 YR 2373636 2 358 Nat City Aug 5 Settle
5 YR 2237039 2 358 Nat City Aug 5 Settle
5 YR 2305118 2 358 Nat City Aug 5 Settle
5 YR 2310307 2 358 Nat City Aug 5 Settle
5 YR 2331628 2 358 Nat City Aug 5 Settle
5 YR 6656399976 9 351 BOA JUNE 4 Settle
5 YR 2316239 2 358 Nat City Aug 5 Settle
5 YR 6066300648 9 351 BOA JUNE 4 Settle
5 YR 2386163 2 358 Nat City Aug 5 Settle
5 YR 2292987 2 358 Nat City Aug 5 Settle
5 YR 2082006 2 358 Nat City Aug 5 Settle
5 YR 2350190 2 358 Nat City Aug 5 Settle
5 YR 2172246 2 358 Nat City Aug 5 Settle
5 YR 2349602 2 358 Nat City Aug 5 Settle
5 YR 2380717 2 358 Nat City Aug 5 Settle
5 YR 2402420 2 358 Nat City Aug 5 Settle
5 YR 2262076 2 358 Nat City Aug 5 Settle
5 YR 2309125 2 358 Nat City Aug 5 Settle
5 YR 2331283 2 358 Nat City Aug 5 Settle
5 YR 2380827 2 358 Nat City Aug 5 Settle
5 YR 2011432 4 356 Nat City Aug 5 Settle
5 YR 2370384 2 358 Nat City Aug 5 Settle
5 YR 2353686 2 358 Nat City Aug 5 Settle
5 YR 2238234 2 358 Nat City Aug 5 Settle
5 YR 1749613 2 358 Nat City Aug 5 Settle
5 YR 2267586 2 358 Nat City Aug 5 Settle
5 YR 2313897 2 358 Nat City Aug 5 Settle
5 YR 2342652 2 358 Nat City Aug 5 Settle
5 YR 2353719 2 358 Nat City Aug 5 Settle
5 YR 2355381 2 358 Nat City Aug 5 Settle
5 YR 2358394 2 358 Nat City Aug 5 Settle
5 YR 2465021 2 358 Nat City Aug 5 Settle
5 YR 6855376023 17 343 BOA JUNE 4 Settle
5 YR 6761672366 16 344 BOA JUNE 4 Settle
5 YR 2331996 2 358 Nat City Aug 5 Settle
5 YR 2340106 2 358 Nat City Aug 5 Settle
5 YR 6014980632 9 351 BOA JUNE 4 Settle
5 YR 2287616 2 358 Nat City Aug 5 Settle
5 YR 2249981 2 358 Nat City Aug 5 Settle
5 YR 2314951 2 358 Nat City Aug 5 Settle
5 YR 2366762 2 358 Nat City Aug 5 Settle
5 YR 2313435 2 358 Nat City Aug 5 Settle
5 YR 2312060 2 358 Nat City Aug 5 Settle
5 YR 6690768731 14 346 BOA JUNE 4 Settle
5 YR 2342732 2 358 Nat City Aug 5 Settle
5 YR 2348424 2 358 Nat City Aug 5 Settle
5 YR 2359173 2 358 Nat City Aug 5 Settle
5 YR 6265662913 16 344 BOA JUNE 4 Settle
5 YR 2330832 2 358 Nat City Aug 5 Settle
5 YR 2348321 2 358 Nat City Aug 5 Settle
5 YR 6098354399 17 343 BOA JUNE 4 Settle
5 YR 2385810 2 358 Nat City Aug 5 Settle
5 YR 6660485365 17 343 BOA JUNE 4 Settle
5 YR 2360731 2 358 Nat City Aug 5 Settle
5 YR 2308784 2 358 Nat City Aug 5 Settle
5 YR 6969551172 9 351 BOA JUNE 4 Settle
5 YR 2262160 2 358 Nat City Aug 5 Settle
5 YR 2322090 2 358 Nat City Aug 5 Settle
5 YR 2414254 2 358 Nat City Aug 5 Settle
5 YR 2238248 2 358 Nat City Aug 5 Settle
5 YR 2260277 2 358 Nat City Aug 5 Settle
5 YR 2395551 2 358 Nat City Aug 5 Settle
5 YR 1423509 2 358 Nat City Aug 5 Settle
5 YR 2342704 2 358 Nat City Aug 5 Settle
5 YR 1422818 2 358 Nat City Aug 5 Settle
5 YR 2332292 2 358 Nat City Aug 5 Settle
5 YR 2347302 2 358 Nat City Aug 5 Settle
5 YR 6558530348 3 357 BOA JUNE 4 Settle
5 YR 2158045 2 358 Nat City Aug 5 Settle
5 YR 2251080 2 358 Nat City Aug 5 Settle
5 YR 6996897341 9 351 BOA JUNE 4 Settle
5 YR 6733198110 10 350 BOA JUNE 4 Settle
5 YR 7016812492 9 351 BOA JUNE 4 Settle
5 YR 6730138689 4 356 BOA JUNE 4 Settle
5 YR 6722707392 3 357 BOA JUNE 4 Settle
5 YR 6662744132 3 357 BOA JUNE 4 Settle
5 YR 6829826632 9 351 BOA JUNE 4 Settle
5 YR 6469762352 5 355 BOA JUNE 4 Settle
5 YR 6888180236 4 356 BOA JUNE 4 Settle
5 YR 6569435768 4 356 BOA JUNE 4 Settle
5 YR 6806498082 7 173 BOA JUNE 4 Settle
5 YR 6617312092 11 349 BOA JUNE 4 Settle
5 YR 6928276416 3 357 BOA JUNE 4 Settle
5 YR 6386451980 16 344 BOA JUNE 4 Settle
5 YR 6003861116 9 351 BOA JUNE 4 Settle
5 YR 6573224893 4 356 BOA JUNE 4 Settle
5 YR 2324264 2 358 Nat City Aug 5 Settle
5 YR 6831581571 4 356 BOA JUNE 4 Settle
5 YR 6677166578 9 351 BOA JUNE 4 Settle
5 YR 2350717 2 358 Nat City Aug 5 Settle
5 YR 2439090 2 358 Nat City Aug 5 Settle
5 YR 2256774 3 357 Nat City Aug 5 Settle
5 YR 6025628774 10 350 BOA JUNE 4 Settle
5 YR 2165329 4 356 Nat City Aug 5 Settle
5 YR 2366403 2 358 Nat City Aug 5 Settle
5 YR 2249235 2 358 Nat City Aug 5 Settle
5 YR 2313479 2 358 Nat City Aug 5 Settle
5 YR 2407605 2 358 Nat City Aug 5 Settle
5 YR 6319279763 11 349 BOA JUNE 4 Settle
5 YR 2160334 2 358 Nat City Aug 5 Settle
5 YR 2364792 2 358 Nat City Aug 5 Settle
5 YR 2303331 1 359 Nat City Aug 5 Settle
5 YR 2255831 2 358 Nat City Aug 5 Settle
5 YR 2241935 2 358 Nat City Aug 5 Settle
5 YR 1962371 2 358 Nat City Aug 5 Settle
5 YR 2290785 2 358 Nat City Aug 5 Settle
5 YR 2344401 2 358 Nat City Aug 5 Settle
5 YR 2219674 2 358 Nat City Aug 5 Settle
5 YR 2266360 2 358 Nat City Aug 5 Settle
5 YR 2343714 2 358 Nat City Aug 5 Settle
5 YR 2247108 2 358 Nat City Aug 5 Settle
5 YR 6333544515 9 351 BOA JUNE 4 Settle
5 YR 2311594 2 358 Nat City Aug 5 Settle
5 YR 6769263523 7 353 BOA JUNE 4 Settle
5 YR 2302517 2 358 Nat City Aug 5 Settle
5 YR 2338093 2 358 Nat City Aug 5 Settle
5 YR 1950949 4 356 Nat City May 20 Settle
5 YR 2297835 2 358 Nat City Aug 5 Settle
5 YR 6643925693 16 344 BOA JUNE 4 Settle
5 YR 6439411007 11 349 BOA JUNE 4 Settle
5 YR 2215684 3 357 Nat City Aug 5 Settle
5 YR 2417614 2 358 Nat City Aug 5 Settle
5 YR 2222382 2 358 Nat City Aug 5 Settle
5 YR 2340210 2 358 Nat City Aug 5 Settle
5 YR 6251769565 11 349 BOA JUNE 4 Settle
5 YR 6641187098 10 350 BOA JUNE 4 Settle
5 YR 6087787435 9 351 BOA JUNE 4 Settle
5 YR 7016383791 9 351 BOA JUNE 4 Settle
5 YR 6425774996 9 351 BOA JUNE 4 Settle
5 YR 2297179 2 358 Nat City Aug 5 Settle
5 YR 2301524 2 358 Nat City Aug 5 Settle
5 YR 6164328988 4 356 BOA JUNE 4 Settle
5 YR 2344972 2 358 Nat City Aug 5 Settle
5 YR 6781855553 16 344 BOA JUNE 4 Settle
5 YR 7016561065 9 351 BOA JUNE 4 Settle
5 YR 6533040785 7 353 BOA JUNE 4 Settle
5 YR 6886187431 5 355 BOA JUNE 4 Settle
5 YR 6309162441 5 355 BOA JUNE 4 Settle
5 YR 6738250254 3 357 BOA JUNE 4 Settle
5 YR 1692711 2 358 Nat City Aug 5 Settle
5 YR 2294636 2 358 Nat City Aug 5 Settle
5 YR 2373720 2 358 Nat City Aug 5 Settle
5 YR 1960035 2 358 Nat City Aug 5 Settle
5 YR 6627033118 11 349 BOA JUNE 4 Settle
5 YR 6245723652 11 349 BOA JUNE 4 Settle
5 YR 6532259311 11 349 BOA JUNE 4 Settle
5 YR 7016265782 10 350 BOA JUNE 4 Settle
5 YR 6359208151 9 351 BOA JUNE 4 Settle
5 YR 6373013207 9 351 BOA JUNE 4 Settle
5 YR 6395322362 8 352 BOA JUNE 4 Settle
5 YR 6167643490 6 354 BOA JUNE 4 Settle
5 YR 6682783904 6 354 BOA JUNE 4 Settle
5 YR 6093020243 5 355 BOA JUNE 4 Settle
5 YR 6159127924 5 355 BOA JUNE 4 Settle
5 YR 6863591886 5 355 BOA JUNE 4 Settle
5 YR 6574745441 4 176 BOA JUNE 4 Settle
5 YR 6150555933 4 356 BOA JUNE 4 Settle
5 YR 2234775 3 357 Nat City Aug 5 Settle
5 YR 2155022 3 357 Nat City Aug 5 Settle
5 YR 2176865 2 358 Nat City Aug 5 Settle
5 YR 2309518 2 358 Nat City Aug 5 Settle
5 YR 2379396 2 358 Nat City Aug 5 Settle
5 YR 6022793399 3 357 BOA JUNE 4 Settle
5 YR 2247259 2 358 Nat City Aug 5 Settle
5 YR 2246877 2 358 Nat City Aug 5 Settle
5 YR 2398649 2 358 Nat City Aug 5 Settle
5 YR 2351037 2 358 Nat City Aug 5 Settle
5 YR 6091336609 2 358 BOA JUNE 4 Settle
5 YR 2301510 2 358 Nat City Aug 5 Settle
5 YR 2262366 2 358 Nat City Aug 5 Settle
5 YR 2379756 2 358 Nat City Aug 5 Settle
5 YR 2297574 2 358 Nat City Aug 5 Settle
5 YR 2269914 2 358 Nat City Aug 5 Settle
5 YR 2386642 2 358 Nat City Aug 5 Settle
5 YR 2332681 2 358 Nat City Aug 5 Settle
5 YR 2381239 2 358 Nat City Aug 5 Settle
5 YR 2168016 2 358 Nat City Aug 5 Settle
5 YR 2350132 2 358 Nat City Aug 5 Settle
5 YR 2114870 2 358 Nat City Aug 5 Settle
5 YR 2126160 2 358 Nat City Aug 5 Settle
5 YR 2077060 2 358 Nat City Aug 5 Settle
5 YR 6459962285 2 358 BOA JUNE 4 Settle
5 YR 2350466 2 358 Nat City Aug 5 Settle
5 YR 6188739871 2 358 BOA JUNE 4 Settle
5 YR 2316330 2 358 Nat City Aug 5 Settle
5 YR 6105089921 16 224 BOA JUNE 4 Settle
5 YR 2305147 3 357 Nat City Aug 5 Settle
5 YR 2238038 2 358 Nat City Aug 5 Settle
5 YR 6996599798 14 346 BOA JUNE 4 Settle
5 YR 6304377754 4 356 BOA JUNE 4 Settle
5 YR 2335853 2 358 Nat City Aug 5 Settle
5 YR 6896756837 12 348 BOA JUNE 4 Settle
5 YR 6173084374 10 350 BOA JUNE 4 Settle
5 YR 6656260434 4 356 BOA JUNE 4 Settle
5 YR 6070790206 3 357 BOA JUNE 4 Settle
5 YR 2342557 2 358 Nat City Aug 5 Settle
5 YR 6222918549 6 354 BOA JUNE 4 Settle
5 YR 6726939439 5 355 BOA JUNE 4 Settle
5 YR 6971648834 9 351 BOA JUNE 4 Settle
5 YR 6018807021 2 358 BOA JUNE 4 Settle
5 YR 6413410512 12 348 BOA JUNE 4 Settle
5 YR 7016352416 10 350 BOA JUNE 4 Settle
5 YR 6518411357 5 355 BOA JUNE 4 Settle
5 YR 6335704489 4 356 BOA JUNE 4 Settle
5 YR 2240306 3 357 Nat City Aug 5 Settle
5 YR 2321659 3 357 Nat City Aug 5 Settle
5 YR 2424248 2 358 Nat City Aug 5 Settle
5 YR 2269790 2 358 Nat City Aug 5 Settle
5 YR 2301554 2 358 Nat City Aug 5 Settle
5 YR 2350745 2 358 Nat City Aug 5 Settle
5 YR 2305329 1 359 Nat City Aug 5 Settle
5 YR 2349233 2 358 Nat City Aug 5 Settle
5 YR 2293092 2 358 Nat City Aug 5 Settle
5 YR 2348471 2 358 Nat City Aug 5 Settle
5 YR 2249778 2 358 Nat City Aug 5 Settle
5 YR 6106046292 7 353 BOA JUNE 4 Settle
5 YR 6718314674 5 355 BOA JUNE 4 Settle
5 YR 2342717 2 358 Nat City Aug 5 Settle
5 YR 2350134 2 358 Nat City Aug 5 Settle
5 YR 2399608 2 358 Nat City Aug 5 Settle
5 YR 2136562 2 358 Nat City Aug 5 Settle
5 YR 2273268 2 358 Nat City Aug 5 Settle
5 YR 6933969351 6 354 BOA JUNE 4 Settle
5 YR 2291933 3 357 Nat City Aug 5 Settle
5 YR 2308381 2 358 Nat City Aug 5 Settle
5 YR 2252758 2 358 Nat City Aug 5 Settle
5 YR 2352906 2 358 Nat City Aug 5 Settle
5 YR 6044384573 5 355 BOA JUNE 4 Settle
5 YR 6444352493 4 356 BOA JUNE 4 Settle
5 YR 2248401 3 357 Nat City Aug 5 Settle
5 YR 2140760 3 357 Nat City Aug 5 Settle
5 YR 2302052 2 358 Nat City Aug 5 Settle
5 YR 2331145 2 358 Nat City Aug 5 Settle
5 YR 2344830 2 358 Nat City Aug 5 Settle
5 YR 2378694 2 358 Nat City Aug 5 Settle
5 YR 2326127 2 358 Nat City Aug 5 Settle
5 YR 2382167 2 358 Nat City Aug 5 Settle
5 YR 2316101 2 358 Nat City Aug 5 Settle
5 YR 2404584 2 358 Nat City Aug 5 Settle
5 YR 1945577 2 358 Nat City Aug 5 Settle
5 YR 2218915 2 358 Nat City Aug 5 Settle
5 YR 2302655 2 358 Nat City Aug 5 Settle
5 YR 2401483 2 358 Nat City Aug 5 Settle
5 YR 2310978 2 358 Nat City Aug 5 Settle
5 YR 2223034 1 359 Nat City Aug 5 Settle
5 YR 2116661 3 357 Nat City Aug 5 Settle
5 YR 2427807 2 358 Nat City Aug 5 Settle
5 YR 2338018 2 358 Nat City Aug 5 Settle
5 YR 2267024 3 357 Nat City Aug 5 Settle
5 YR 2276700 2 358 Nat City Aug 5 Settle
5 YR 2293536 2 358 Nat City Aug 5 Settle
5 YR 6558839954 8 352 BOA JUNE 4 Settle
5 YR 2220187 2 358 Nat City Aug 5 Settle
5 YR 2397229 2 358 Nat City Aug 5 Settle
5 YR 2380618 2 358 Nat City Aug 5 Settle
5 YR 6125902558 3 357 BOA JUNE 4 Settle
5 YR 2266920 2 358 Nat City Aug 5 Settle
5 YR 6440435888 9 351 BOA JUNE 4 Settle
5 YR 6253587437 4 356 BOA JUNE 4 Settle
5 YR 6314087773 5 355 BOA JUNE 4 Settle
5 YR 1585355 2 358 Nat City Aug 5 Settle
5 YR 2224211 2 358 Nat City Aug 5 Settle
5 YR 2353138 2 358 Nat City Aug 5 Settle
5 YR 2257832 2 358 Nat City Aug 5 Settle
5 YR 2379987 2 358 Nat City Aug 5 Settle
5 YR 2314910 2 358 Nat City Aug 5 Settle
5 YR 2238432 2 358 Nat City Aug 5 Settle
5 YR 6979832158 11 349 BOA JUNE 4 Settle
5 YR 2253292 2 358 Nat City Aug 5 Settle
5 YR 6430293800 9 351 BOA JUNE 4 Settle
5 YR 6527925983 9 351 BOA JUNE 4 Settle
5 YR 6897436140 9 351 BOA JUNE 4 Settle
5 YR 6614449020 5 355 BOA JUNE 4 Settle
5 YR 2242653 2 358 Nat City Aug 5 Settle
5 YR 2405708 2 358 Nat City Aug 5 Settle
5 YR 6178375868 6 354 BOA JUNE 4 Settle
5 YR 6782238742 5 355 BOA JUNE 4 Settle
5 YR 6749841273 4 356 BOA JUNE 4 Settle
5 YR 6341001540 5 355 BOA JUNE 4 Settle
5 YR 6419454613 3 357 BOA JUNE 4 Settle
5 YR 6165139160 10 350 BOA JUNE 4 Settle
5 YR 6033666386 4 356 BOA JUNE 4 Settle
5 YR 6254975201 4 356 BOA JUNE 4 Settle
5 YR 6822279730 3 357 BOA JUNE 4 Settle
5 YR 6962558349 2 358 BOA JUNE 4 Settle
5 YR 6094062632 16 344 BOA JUNE 4 Settle
5 YR 6737408325 10 170 BOA JUNE 4 Settle
5 YR 6908047142 7 353 BOA JUNE 4 Settle
5 YR 6008652676 4 356 BOA JUNE 4 Settle
5 YR 6825495739 5 355 BOA JUNE 4 Settle
5 YR 6197053025 2 358 BOA JUNE 4 Settle
5 YR 6219341275 2 358 BOA JUNE 4 Settle
5 YR 6651242155 3 357 BOA JUNE 4 Settle
5 YR 2406944 2 358 Nat City Aug 5 Settle
5 YR 6861088844 11 349 BOA JUNE 4 Settle
5 YR 2418167 2 358 Nat City Aug 5 Settle
5 YR 6944842860 5 355 BOA JUNE 4 Settle
5 YR 6541737463 4 356 BOA JUNE 4 Settle
5 YR 2305039 2 358 Nat City Aug 5 Settle
5 YR 6221635953 3 357 BOA JUNE 4 Settle
5 YR 6072509406 9 351 BOA JUNE 4 Settle
5 YR 6156684497 5 355 BOA JUNE 4 Settle
5 YR 6450459976 4 356 BOA JUNE 4 Settle
5 YR 2423496 2 358 Nat City Aug 5 Settle
5 YR 6441974349 6 354 BOA JUNE 4 Settle
5 YR 1272994 2 358 Nat City Aug 5 Settle
5 YR 2369665 2 358 Nat City Aug 5 Settle
5 YR 2327575 2 358 Nat City Aug 5 Settle
5 YR 2335858 2 358 Nat City Aug 5 Settle
5 YR 2315923 2 358 Nat City Aug 5 Settle
5 YR 2298389 2 358 Nat City Aug 5 Settle
5 YR 2186435 2 358 Nat City Aug 5 Settle
5 YR 2004689 2 358 Nat City Aug 5 Settle
5 YR 2127222 2 358 Nat City Aug 5 Settle
5 YR 2088799 2 358 Nat City Aug 5 Settle
5 YR 6979076681 11 349 BOA JUNE 4 Settle
5 YR 2333395 2 358 Nat City Aug 5 Settle
5 YR 2107710 2 358 Nat City Aug 5 Settle
5 YR 2305927 2 358 Nat City Aug 5 Settle
5 YR 2349139 2 358 Nat City Aug 5 Settle
5 YR 2359460 2 358 Nat City Aug 5 Settle
5 YR 2265981 2 358 Nat City Aug 5 Settle
5 YR 2203623 2 358 Nat City Aug 5 Settle
5 YR 2000419 2 358 Nat City Aug 5 Settle
5 YR 1828203 2 358 Nat City Aug 5 Settle
5 YR 2239012 2 358 Nat City Aug 5 Settle
5 YR 2330630 2 358 Nat City Aug 5 Settle
5 YR 6656869028 17 343 BOA JUNE 4 Settle
5 YR 6546275600 12 348 BOA JUNE 4 Settle
5 YR 2240719 2 358 Nat City Aug 5 Settle
5 YR 6748285696 9 351 BOA JUNE 4 Settle
5 YR 2288735 2 358 Nat City Aug 5 Settle
5 YR 6133415031 3 357 BOA JUNE 4 Settle
5 YR 6252530354 4 356 BOA JUNE 4 Settle
5 YR 2354025 2 358 Nat City Aug 5 Settle
5 YR 6574416936 3 357 BOA JUNE 4 Settle
5 YR 6920321889 11 349 BOA JUNE 4 Settle
5 YR 6742233213 3 357 BOA JUNE 4 Settle
5 YR 2037988 4 356 Nat City Aug 5 Settle
5 YR 6585343376 5 355 BOA JUNE 4 Settle
5 YR 6586608215 4 356 BOA JUNE 4 Settle
5 YR 1542700 3 357 Nat City Aug 5 Settle
5 YR 2364067 2 358 Nat City Aug 5 Settle
5 YR 2330728 2 358 Nat City Aug 5 Settle
5 YR 2348555 2 358 Nat City Aug 5 Settle
5 YR 2293174 2 358 Nat City Aug 5 Settle
5 YR 2380210 2 358 Nat City Aug 5 Settle
5 YR 6773867459 12 348 BOA JUNE 4 Settle
5 YR 6513109816 6 354 BOA JUNE 4 Settle
5 YR 6667229766 7 353 BOA JUNE 4 Settle
5 YR 7016591971 9 351 BOA JUNE 4 Settle
5 YR 2381596 2 358 Nat City Aug 5 Settle
5 YR 2096181 2 358 Nat City Aug 5 Settle
5 YR 6537345602 11 349 BOA JUNE 4 Settle
5 YR 2354190 2 358 Nat City Aug 5 Settle
5 YR 821405 2 358 Nat City Aug 5 Settle
5 YR 2354275 2 358 Nat City Aug 5 Settle
5 YR 2237553 2 358 Nat City Aug 5 Settle
5 YR 6380569985 4 356 BOA JUNE 4 Settle
5 YR 2342002 2 358 Nat City Aug 5 Settle
5 YR 2316753 2 358 Nat City Aug 5 Settle
5 YR 2277733 2 358 Nat City Aug 5 Settle
5 YR 2235790 2 358 Nat City Aug 5 Settle
5 YR 2235810 2 358 Nat City Aug 5 Settle
5 YR 2235797 2 358 Nat City Aug 5 Settle
5 YR 2285922 2 358 Nat City Aug 5 Settle
5 YR 2442656 2 358 Nat City Aug 5 Settle
5 YR 2356716 2 358 Nat City Aug 5 Settle
5 YR 2258564 2 358 Nat City Aug 5 Settle
5 YR 1976091 2 358 Nat City Aug 5 Settle
5 YR 2306803 2 358 Nat City Aug 5 Settle
SCHEDULE III
GROUP 3 MORTGAGE LOANS
prod3 anum lname fname pbal rate city
7 YR 2142300 PHILLIPS CLOTILDE 355400 5.5 TUCSON
7 YR 2277266 SEVIER BRUCE 359581.99 5 SACRAMENTO
7 YR 2314981 PALMER SHELBY 346220.58 5.375 SARATOGA
7 YR 2319001 NGUYEN HONG 496707.75 5.5 SARATOGA
7 YR 2340186 SHIU JOHNNY 371094.73 5.25 FREMONT
7 YR 2222662 SCHMIDT MERRIE 380900 5.75 ALAMEDA
7 YR 1609182 FARRO KENNETH 385000 5.875 DISCOVERY BAY
7 YR 2301400 STRAIN JOHN 643474.16 5.125 GREENBRAE
7 YR 2370736 HERBERT ALLISON 412005.44 5 DANA POINT
7 YR 2243294 BARNES AUSTIN 261981.04 5.25 CARLSBAD
7 YR 1846141 B PRASAD VENKATESWAR 353071.25 5 SAN DIEGO
7 YR 2256502 PATTON ELKE 404686.2 5 LA JOLLA
7 YR 2309029 GOLDEN BRONCE 233891.91 4.625 VACAVILLE
7 YR 1342161 BURTRUM JOHN 334000 5.375 GOLDEN
7 YR 2123304 SCANLON PATRICIA 184812.93 4.875 PARKER
7 YR 2305378 WATSON MARK 338490.01 5.75 HIGHLANDS RANCH
7 YR 2127737 ARENTZ RICHARD 630000 5.5 WASHINGTON
7 YR 2245283 DICKERSON JOHN 508827.46 5.25 WASHINGTON
7 YR 2215402 MURRAY JOHN 368965.4 5.625 WASHINGTON
7 YR 2207314 NYE DAVID 387886.15 5.25 STAFFORD
7 YR 2312928 WILLIS R. 331735.55 5.25 ALPHARETTA
7 YR 2332017 WHITE JULIE 198000 5 ALPHARETTA
7 YR 2270687 MURRILL CHRISTOPHER 167851.84 5.375 DECATUR
7 YR 2243764 MARTIN KIRK 366526.81 5.25 MABLETON
7 YR 6814034754 ONATE MARCUS 147875.62 5.5 PLAINFIELD
7 YR 6973030072 MOORE BRENT 179304.73 5.25 CHARLOTTE
7 YR 2343920 WOOD PAUL 174497.71 5.5 ALBUQUERQUE
7 YR 6309099627 FUNK ADAM 50971.7 5.375 RENO
7 YR 6596285012 DARVISHZADEH JERALD 386659.17 8.75 GREAT NECK
7 YR 6428888249 RAMEY DEXTER 93006.47 4.75 RICHMOND
7 YR 6943463072 KAFKA RUSSELL 126815.81 4.625 TROUTMAN
7 YR 2296797 KELSEY BOULTER 397363.88 5.25 ST. LOUIS
7 YR 6708984783 ANDERSEN SHERRY 80991.92 4.75 LAS CRUCES
7 YR 2275419 JASPER DANIEL 568658.73 5.125 ST LOUIS
7 YR 2373548 STERN SCOTT 416746.6 4.75 OLIVETTE
7 YR 6995488340 GABRIEL LUIS 99469.71 5 NORTH LITTL
7 YR 1423607 MCDONALD JIMMY 478789.79 4.75 LEANDER
7 YR 2309424 OW MARK 497604.8 5.375 AUSTIN
7 YR 6712416418 KOCH HEATHER 117482.06 4.375 SAND SPRING
7 YR 1982136 WINTSCH JOSEPH 443824.05 5.5 KIMBERTON
7 YR 1714951 TILLERY SHELLY 239433.78 5.625 UNIVERSITY PARK
7 YR 2273503 ROHER WILLIAM 174800 5.25 CELINA
7 YR 2285446 LANGE TODD 648573.82 5.5 DALLAS
7 YR 2257078 SMITH GREGORY 433292.11 5.125 HOUSTON
7 YR 2419394 ASTON PETER 249340.33 4.5 THE WOODLANDS
7 YR 2007473 ROGERS MICHAEL 483520.21 5.125 ARLINGTON
7 YR 2234274 BERONJA GREGORY 498650.52 4.375 ARLINGTON
7 YR 2313175 BLAKE DONALD 403092.56 5.375 OAKHILL
7 YR 2244239 CLARK LORENZO 354183.81 5.25 OAKTON
7 YR 2276324 BABARSKY JOSEPH 551500 5.25 PURCELLVILLE
7 YR 2233110 FERGUSON AARON 343112.66 4.625 ASHBURN
7 YR 2315142 CHAPMAN RICHARD 509179.51 5 ALEXANDRIA
7 YR 2273145 RICE WILLIAM 689600 5.5 ALEXANDRIA
7 YR 6496384071 MCCARTHY NEIL 173268.14 4.25 BURLINGTON
7 YR 6399867602 VILLERS DUSTIN 146585.55 5.375 TACOMA
7 YR 2259759 BAJULAIYE OLUROTIMI 428964.5 5 NEW ROCHELLE
7 YR 2286260 GRAHAM DEAN 581020.39 4.75 BETHESDA
7 YR 2308184 VAN HORN MARLIN 608531.04 5 ROCKVILLE
7 YR 2383395 LIPTON ROBERT 211410.1 5.5 ROCKVILLE
7 YR 6947957798 FEIGIN YAKOV 143287.43 4.875 REISTERSTOW
7 YR 6487963784 BARNETT KOBIE 108605.44 5 CHARLOTTE
7 YR 2137061 MACDONELL FRANK 387647.56 5.5 BLOOMFIELD
7 YR 2156882 REID DENNIS 351152.33 5 ROCHESTER
7 YR 2425682 SUNDERLAND STEPHEN 273675.94 4.5 STILLWATER
7 YR 1973428 HOAGLUND JOHN 403567.46 5.125 EDEN PRAIRIE
7 YR 2136060 BATTLES WILTON 474853.72 5 DES PLAINES
7 YR 2337690 KSIAZEK ROBERT 135701.58 5.5 PALATINE
7 YR 2309062 BARAD EDWARD 410000 5 ENGLEWOOD
7 YR 1450984 MCCORD DOUGLAS 237241.53 5.875 PHOENIX
7 YR 2224914 BAILEY RICHARD 195800 5.75 PHOENIX
7 YR 7016308822 VILLAFAN RAMON 89972.39 5.625 MESA
7 YR 6866476887 BOUCK SHARI 137662.32 5.125 GILBERT
7 YR 2271966 SHORE MICHAEL 201898.61 5 CHANDLER
7 YR 1428223 CALLAHAN JOHN 432567.85 6 SCOTTSDALE
7 YR 2262696 CAMPBELL CHRIS 292400 5 SCOTTSDALE
7 YR 2222352 ROBERTS DAVID 358812.45 5.5 SCOTTSDALE
7 YR 2395771 BROWN G 648284.87 4.5 TEMPE
7 YR 2304441 OUREN THOMAS 351600 5.375 GILBERT
7 YR 6391043723 RODRIGUEZ NESTOR 123561.37 5.125 ALOHA
7 YR 2148436 FERM ROBERT 458865.88 5.25 MANCHESTER
7 YR 2247577 JONES JEFFREY 597597.59 5.25 AVALON
7 YR 2221980 ROCHWARG SUSAN 284000 5.625 NORTH ANDOVER
7 YR 2337214 TIERNEY GEORGE 400000 5.125 FAIRFIELD
7 YR 2027015 PENDLETON GREGORY 418988.58 5 MOUNTAIN LAKES
7 YR 2099423 KLOK JENS 356159.95 5.125 MAHWAH
7 YR 1045906 GALLAGHER WILLIAM 462433.19 5.375 SEA ISLE CITY
7 YR 2317713 RAYNER MARCUS 251433.98 5.375 LAMBERTVILLE
(TABLE CONTINUED)
prod3 anum addr state zip oterm pdate mdate aterm sfee
7 YR 2142300 5 E CALLE DE FELICIDAD AZ 85716 360 7/1/2003 5/1/2033 0.25
7 YR 2277266 7283 GARDEN HWY CA 95837 360 7/1/2003 6/1/2033 358 0.25
7 YR 2314981 18724 MCCOY AVE CA 95070 360 7/1/2003 6/1/2033 358 0.25
7 YR 2319001 18982 BELLGROVE CIR CA 95070 360 7/1/2003 6/1/2033 358 0.25
7 YR 2340186 36150 EASTERDAY WAY CA 94536 360 8/1/2003 6/1/2033 358 0.25
7 YR 2222662 3215 FAIRVIEW AVE CA 94501 360 7/1/2003 5/1/2033 0.25
7 YR 1609182 4969 NORTH PT CA 94514 360 7/1/2003 10/1/2032 0.25
7 YR 2301400 120 VIA LA PAZ CA 94904 360 7/1/2003 6/1/2033 358 0.25
7 YR 2370736 25225 PERCH DRIVE CA 92629 360 7/1/2003 6/1/2033 358 0.25
7 YR 2243294 2722 GLASGOW DR CA 92008 360 7/1/2003 5/1/2033 0.25
7 YR 1846141 16448 CAMELAS WALK CA 92127 360 8/1/2003 6/1/2033 0.25
7 YR 2256502 5505 BELLEVUE AVE CA 92037 360 7/1/2003 6/1/2033 0.25
7 YR 2309029 759 TIPPERARY DR CA 95688 360 7/1/2003 6/1/2033 356 0.25
7 YR 1342161 21588 MOUNTSFIELD DR CO 80401 360 7/1/2003 10/1/2032 0.25
7 YR 2123304 10026 GRANITE HILL DR CO 80134 360 7/1/2003 5/1/2033 357 0.25
7 YR 2305378 434 WINTERTHUR WAY CO 80129 360 7/1/2003 6/1/2033 358 0.25
7 YR 2127737 3629 WINDOM PL NW DC 20008 360 7/1/2003 5/1/2033 0.25
7 YR 2245283 2343 KING PLACE DC 20007 360 7/1/2003 6/1/2033 358 0.25
7 YR 2215402 6361 31ST PL NW DC 20015 360 7/1/2003 6/1/2033 357 0.25
7 YR 2207314 16 MOSBY LANE VA 22556 356 8/1/2003 2/1/2033 354 0.25
7 YR 2312928 320 GALLOWAY VIEW GA 30004 360 7/1/2003 6/1/2033 358 0.25
7 YR 2332017 334 LEEWARD WALK LN GA 30005 360 8/1/2003 6/1/2033 0.25
7 YR 2270687 225 E PONCE DE LEON AVE GA 30030 360 7/1/2003 5/1/2033 0.25
7 YR 2243764 707 VININGS ESTATES DR SE GA 30126 360 7/1/2003 5/1/2033 357 0.25
7 YR 6814034754 1905 STEWARD LANE IL 60544 360 7/1/2003 11/1/2032 351 0.25
7 YR 6973030072 746 GARDEN DISTRICT CR NC 28202 360 7/1/2003 1/1/2033 347 0.25
7 YR 2343920 2416 ROZINANTE DR NW NM 87104 360 7/1/2003 6/1/2033 0.25
7 YR 6309099627 3399 CRYSTAL LANE #C1 NV 89512 360 8/1/2003 1/1/2033 350 0.25
7 YR 6596285012 42 POLO RD NY 11023 360 7/1/2003 8/1/2030 324 0.25
7 YR 6428888249 817 VICKILEE CT VA 23236 360 8/1/2003 3/1/2033 355 0.25
7 YR 6943463072 139 MEADOWFALL LANE NC 28166 360 8/1/2003 4/1/2033 356 0.25
7 YR 2296797 500 N AND SOUTH RD MO 63130 360 7/1/2003 5/1/2033 357 0.25
7 YR 6708984783 1178 MCCLANE CT NM 88001 360 7/1/2003 5/1/2033 357 0.25
7 YR 2275419 127 TOPTON WAY MO 63105 360 7/1/2003 6/1/2033 358 0.25
7 YR 2373548 801 NEWCASTLE DR MO 63132 360 7/1/2003 6/1/2033 358 0.25
7 YR 6995488340 6417 ROLLING HILLS AR 72118 360 8/1/2003 6/1/2033 358 0.25
7 YR 1423607 17501 NAVIGATION LANE TX 78645 360 7/1/2003 6/1/2033 358 0.25
7 YR 2309424 9505 PRINCE WILLIAM TX 78730 360 8/1/2003 6/1/2033 358 0.25
7 YR 6712416418 4606 S LINWOOD DR OK 74063 360 7/1/2003 6/1/2033 358 0.25
7 YR 1982136 71 HARVEST CIR PA 19460 360 7/1/2003 6/1/2033 358 0.25
7 YR 1714951 2864 UNIVERSITY BLVD. TX 75205 360 7/1/2003 12/1/2032 352 0.25
7 YR 2273503 8867 COUNTY 135 ROAD TX 75009 360 7/1/2003 6/1/2033 0.25
7 YR 2285446 7820 STANFORD TX 75225 360 8/1/2003 6/1/2033 358 0.25
7 YR 2257078 4236 ALBANS ST TX 77005 360 7/1/2003 6/1/2033 358 0.25
7 YR 2419394 78 E GREEN GABLES CIR TX 77382 360 7/1/2003 6/1/2033 358 0.25
7 YR 2007473 6008 1ST ST N VA 22203 360 8/1/2003 3/1/2033 355 0.25
7 YR 2234274 3937 27TH RD N VA 22207 360 7/1/2003 6/1/2033 358 0.25
7 YR 2313175 11904 PARADISE LN VA 20171 360 7/1/2003 6/1/2033 358 0.25
7 YR 2244239 11004 KILKEEL CT VA 22124 360 7/1/2003 6/1/2033 358 0.25
7 YR 2276324 37649 SNICKERSVILLE TURNP VA 20132 360 7/1/2003 6/1/2033 0.25
7 YR 2233110 43884 STRONGHOLD CT VA 20147 360 7/1/2003 6/1/2033 358 0.25
7 YR 2315142 4028 MOSS PLACE VA 22304 360 7/1/2003 6/1/2033 355 0.25
7 YR 2273145 505 S FAIRFAX ST VA 22314 360 7/1/2003 6/1/2033 0.25
7 YR 6496384071 161 AUSTIN DR VT 5401 360 8/1/2003 11/1/2032 351 0.25
7 YR 6399867602 7802 S FAWCETT AVE WA 98408 360 7/1/2003 4/1/2033 356 0.25
7 YR 2259759 90 VICTORY BLVD NY 10804 360 7/1/2003 6/1/2033 358 0.25
7 YR 2286260 5407 DUVALL DR MD 20816 360 7/1/2003 6/1/2033 358 0.25
7 YR 2308184 13604 DAPHNEY HOUSE CT MD 20850 360 7/1/2003 6/1/2033 358 0.25
7 YR 2383395 10500 ROCKVILLE PIKE APT MD 20852 360 8/1/2003 6/1/2033 358 0.25
7 YR 6947957798 30 WESSEX CT MD 21117 360 7/1/2003 4/1/2033 356 0.25
7 YR 6487963784 15554 ASTERWIND CT NC 28277 360 7/1/2003 5/1/2033 357 0.25
7 YR 2137061 2408 HICKORY GLEN MI 48302 360 7/1/2003 6/1/2033 358 0.25
7 YR 2156882 3934 FAWN DR MI 48306 360 7/1/2003 6/1/2033 358 0.25
7 YR 2425682 12993 BOUTWELL RD N MN 55082 360 7/1/2003 6/1/2033 358 0.25
7 YR 1973428 10491 MANTON LANE MN 55347 360 7/1/2003 5/1/2033 357 0.25
7 YR 2136060 9701 N OAK LN IL 60016 360 8/1/2003 6/1/2033 358 0.25
7 YR 2337690 1410 STERLING AVE #203 IL 60067 360 8/1/2003 6/1/2033 358 0.25
7 YR 2309062 13 SEDGWICK DR CO 80110 360 7/1/2003 6/1/2033 0.25
7 YR 1450984 4219 E RANCHO AZ 85018 360 8/1/2003 9/1/2032 349 0.25
7 YR 2224914 5909 E LAFAYETTE BLVD AZ 85018 360 7/1/2003 5/1/2033 0.25
7 YR 7016308822 7844 E GOLF AVE AZ 85208 180 8/1/2003 11/1/2017 171 0.25
7 YR 6866476887 777 W BAYLOR AVE AZ 85233 360 8/1/2003 5/1/2033 357 0.25
7 YR 2271966 912 E TAURUS PL AZ 85249 360 8/1/2003 6/1/2033 358 0.25
7 YR 1428223 26348 N 104TH WAY AZ 85255 360 7/1/2003 2/1/2033 354 0.25
7 YR 2262696 5615 E VERNON AVE AZ 85257 360 8/1/2003 5/1/2033 0.25
7 YR 2222352 10520 E. WETHERFIELD ROAD AZ 85259 360 7/1/2003 5/1/2033 357 0.25
7 YR 2395771 2079 E LA VIEVE LANE AZ 85284 360 7/1/2003 6/1/2033 358 0.25
7 YR 2304441 2209 S SAILORS WAY AZ 85296 360 7/1/2003 6/1/2033 0.25
7 YR 6391043723 18061 SW NIKS DR OR 97006 360 8/1/2003 5/1/2033 357 0.25
7 YR 2148436 8 HICKORY HILL MA 1944 360 7/1/2003 5/1/2033 358 0.25
7 YR 2247577 3548 DUNE DR NJ 8202 360 7/1/2003 5/1/2033 357 0.25
7 YR 2221980 100 OLD VILLAGE LN MA 1845 360 7/1/2003 6/1/2033 0.25
7 YR 2337214 4718 CONGRESS STREET CT 6824 360 7/1/2003 6/1/2033 0.25
7 YR 2027015 124 BALL RD NJ 7046 360 7/1/2003 6/1/2033 358 0.25
7 YR 2099423 3 FOX RIVER XING NJ 7430 360 7/1/2003 6/1/2033 358 0.25
7 YR 1045906 19 66TH ST NJ 8243 360 7/1/2003 5/1/2033 357 0.25
7 YR 2317713 308 N UNION ST NJ 8530 360 7/1/2003 6/1/2033 358 0.25
(TABLE CONTINUED)
prod3 anum margin age rterm pool
7 YR 2142300 2.25 3 357 Nat City Aug 5 Settle
7 YR 2277266 2.25 2 358 Nat City Aug 5 Settle
7 YR 2314981 2.25 2 358 Nat City Aug 5 Settle
7 YR 2319001 2.25 2 358 Nat City Aug 5 Settle
7 YR 2340186 2.25 2 358 Nat City Aug 5 Settle
7 YR 2222662 2.25 3 357 Nat City Aug 5 Settle
7 YR 1609182 2.25 10 350 Nat City Aug 5 Settle
7 YR 2301400 2.25 2 358 Nat City Aug 5 Settle
7 YR 2370736 2.25 2 358 Nat City Aug 5 Settle
7 YR 2243294 2.25 3 357 Nat City Aug 5 Settle
7 YR 1846141 2.25 2 358 Nat City Aug 5 Settle
7 YR 2256502 2.25 2 358 Nat City Aug 5 Settle
7 YR 2309029 2.25 2 358 Nat City Aug 5 Settle
7 YR 1342161 2.25 10 350 Nat City Aug 5 Settle
7 YR 2123304 2.25 3 357 Nat City Aug 5 Settle
7 YR 2305378 2.25 2 358 Nat City Aug 5 Settle
7 YR 2127737 2.25 3 357 Nat City Aug 5 Settle
7 YR 2245283 2.25 2 358 Nat City Aug 5 Settle
7 YR 2215402 2.25 2 358 Nat City Aug 5 Settle
7 YR 2207314 2.25 2 354 Nat City Aug 5 Settle
7 YR 2312928 2.25 2 358 Nat City Aug 5 Settle
7 YR 2332017 2.25 2 358 Nat City Aug 5 Settle
7 YR 2270687 2.25 3 357 Nat City Aug 5 Settle
7 YR 2243764 2.25 3 357 Nat City Aug 5 Settle
7 YR 6814034754 2.25 9 351 BOA JUNE 4 Settle
7 YR 6973030072 2 7 353 BOA JUNE 4 Settle
7 YR 2343920 2.25 2 358 Nat City Aug 5 Settle
7 YR 6309099627 2 7 353 BOA JUNE 4 Settle
7 YR 6596285012 2.75 36 324 BOA JUNE 4 Settle
7 YR 6428888249 2 5 355 BOA JUNE 4 Settle
7 YR 6943463072 2 4 356 BOA JUNE 4 Settle
7 YR 2296797 2.25 3 357 Nat City Aug 5 Settle
7 YR 6708984783 2 3 357 BOA JUNE 4 Settle
7 YR 2275419 2.25 2 358 Nat City Aug 5 Settle
7 YR 2373548 2.25 2 358 Nat City Aug 5 Settle
7 YR 6995488340 2 2 358 BOA JUNE 4 Settle
7 YR 1423607 2.25 2 358 Nat City Aug 5 Settle
7 YR 2309424 2.25 2 358 Nat City Aug 5 Settle
7 YR 6712416418 2 2 358 BOA JUNE 4 Settle
7 YR 1982136 2.25 2 358 Nat City Aug 5 Settle
7 YR 1714951 2.25 8 352 Nat City Aug 5 Settle
7 YR 2273503 2.25 2 358 Nat City Aug 5 Settle
7 YR 2285446 2.25 2 358 Nat City Aug 5 Settle
7 YR 2257078 2.25 2 358 Nat City Aug 5 Settle
7 YR 2419394 2.25 2 358 Nat City Aug 5 Settle
7 YR 2007473 2.25 5 355 Nat City Aug 5 Settle
7 YR 2234274 2.25 2 358 Nat City Aug 5 Settle
7 YR 2313175 2.25 2 358 Nat City Aug 5 Settle
7 YR 2244239 2.25 2 358 Nat City Aug 5 Settle
7 YR 2276324 2.25 2 358 Nat City Aug 5 Settle
7 YR 2233110 2.25 2 358 Nat City Aug 5 Settle
7 YR 2315142 2.25 2 358 Nat City Aug 5 Settle
7 YR 2273145 2.25 2 358 Nat City Aug 5 Settle
7 YR 6496384071 2.25 9 351 BOA JUNE 4 Settle
7 YR 6399867602 2 4 356 BOA JUNE 4 Settle
7 YR 2259759 2.25 2 358 Nat City Aug 5 Settle
7 YR 2286260 2.25 2 358 Nat City Aug 5 Settle
7 YR 2308184 2.25 2 358 Nat City Aug 5 Settle
7 YR 2383395 2.25 2 358 Nat City Aug 5 Settle
7 YR 6947957798 2 4 356 BOA JUNE 4 Settle
7 YR 6487963784 2 3 357 BOA JUNE 4 Settle
7 YR 2137061 2.25 2 358 Nat City Aug 5 Settle
7 YR 2156882 2.25 2 358 Nat City Aug 5 Settle
7 YR 2425682 2.25 2 358 Nat City Aug 5 Settle
7 YR 1973428 2.75 3 357 Nat City Aug 5 Settle
7 YR 2136060 2.25 2 358 Nat City Aug 5 Settle
7 YR 2337690 2.25 2 358 Nat City Aug 5 Settle
7 YR 2309062 2.25 2 358 Nat City Aug 5 Settle
7 YR 1450984 2.25 11 349 Nat City Aug 5 Settle
7 YR 2224914 2.25 3 357 Nat City Aug 5 Settle
7 YR 7016308822 2.25 9 171 BOA JUNE 4 Settle
7 YR 6866476887 2 3 357 BOA JUNE 4 Settle
7 YR 2271966 2.25 2 358 Nat City Aug 5 Settle
7 YR 1428223 2.25 6 354 Nat City Aug 5 Settle
7 YR 2262696 2.25 3 357 Nat City Aug 5 Settle
7 YR 2222352 2.25 3 357 Nat City Aug 5 Settle
7 YR 2395771 2.25 2 358 Nat City Aug 5 Settle
7 YR 2304441 2.25 2 358 Nat City Aug 5 Settle
7 YR 6391043723 2 3 357 BOA JUNE 4 Settle
7 YR 2148436 2.25 3 357 Nat City Aug 5 Settle
7 YR 2247577 2.75 3 357 Nat City Aug 5 Settle
7 YR 2221980 2.25 2 358 Nat City Aug 5 Settle
7 YR 2337214 2.25 2 358 Nat City Aug 5 Settle
7 YR 2027015 2.25 2 358 Nat City Aug 5 Settle
7 YR 2099423 2.75 2 358 Nat City Aug 5 Settle
7 YR 1045906 2.25 3 357 Nat City Aug 5 Settle
7 YR 2317713 2.25 2 358 Nat City Aug 5 Settle
EXHIBIT A1
FORM OF CLASS A1 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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.
THIS CLASS A1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A1 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL CERTIFICATE PRINCIPAL
PER ANNUM: _.___%1 BALANCE OF THE CLASS A1 CERTIFICATES AS OF THE CLOSING
DATE: $___________
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS OF $25,000.
DENOMINATION:
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF
AGREEMENT: THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE
AUGUST 1, 2003 TRUST: $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK,
DISTRIBUTION DATE: NATIONAL ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: ___________
ISIN NUMBER : ____________
-------------------
1 For each Distribution Date on or prior to the May 2006 Distribution Date
(the "Group 1 Bond Reset Date"), the Certificate Rate for the Class A1
Certificates will equal _.___% per annum. For each Distribution Date after
the Group 1 Bond Reset Date, the Certificate Rate for the Class A1
Certificates will be a per annum rate equal to the lesser of (x) the
weighted average of the Net Rates of all Group 1 Mortgage Loans (the
"Group 1 Weighted Average Net Rate") and (y) Securities Twelve-Month LIBOR
plus _.__%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A1 Certificates (the "Class A1 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate (including
the final distribution on this Certificate) will be made out of the related
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Trust Agreement, on the 25th day of each month, or if such day is
not a Business Day, the next succeeding Business Day, beginning in September
2003 (each, a "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 Business Day of the month immediately
preceding the month of such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on this
Class of Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Trust
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class A1
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account,
the Master Servicing Account and related accounts shall be made from time to
time for purposes other than distributions to Holders, such purposes including
reimbursement of Advances made, or certain expenses incurred, with respect to
the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Trustee, the Securities Administrator, the Master Servicer and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Depositor (or other party causing the Termination Purchase)) based upon the
mean of bids from at least three recognized broker/dealers that deal in similar
assets) as of the close of business on the third Business Day preceding the
date upon which notice of any such termination is furnished to
Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
Entireties
JT TEN--as joint tenants with rights of survivorship and Under Uniform Gifts to Minors Act______________
not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE ___________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
__________________(Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:__________________ __________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of this certificate in every particular without
alteration or enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT A2
FORM OF CLASS A2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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.
THIS CLASS A2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL CERTIFICATE PRINCIPAL
PER ANNUM: _.____%1 BALANCE OF THE CLASS A2 CERTIFICATES AS OF THE CLOSING
DATE: $___________
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS OF $25,000.
DENOMINATION:
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF
AGREEMENT: THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE
AUGUST 1, 2003 TRUST: $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK,
DISTRIBUTION DATE: NATIONAL ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: ___________
ISIN NUMBER : ____________
--------
1 For each Distribution Date on or prior to the May 2008 Distribution Date
(the "Group 2 Bond Reset Date"), the Certificate Rate for the Class A2
Certificates will equal _.___% per annum. For each Distribution Date after
the Group 2 Bond Reset Date, the Certificate Rate for the Class A2
Certificates will be a per annum rate equal to the lesser of (x) the
weighted average of the Net Rates of all Group 2 Mortgage Loans (the
"Group 2 Weighted Average Net Rate") and (y) Securities Twelve-Month LIBOR
plus _.__%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A2 Certificates (the "Class A2 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate (including
the final distribution on this Certificate) will be made out of the related
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Trust Agreement, on the 25th day of each month, or if such day is
not a Business Day, the next succeeding Business Day, beginning in September
2003 (each, a "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 Business Day of the month immediately
preceding the month of such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on this
Class of Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Trust
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class A2
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account,
the Master Servicing Account and related accounts shall be made from time to
time for purposes other than distributions to Holders, such purposes including
reimbursement of Advances made, or certain expenses incurred, with respect to
the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Trustee, the Securities Administrator, the Master Servicer and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Depositor (or other party causing the Termination Purchase)) based upon the
mean of bids from at least three recognized broker/dealers that deal in similar
assets) as of the close of business on the third Business Day preceding the
date upon which notice of any such termination is furnished to
Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of survivorship and Under Uniform Gifts to Minors Act______________
not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE ___________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
__________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:__________________ __________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of this certificate in every particular without
alteration or enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT A3
FORM OF CLASS A3 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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.
THIS CLASS A3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS A3 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A3 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL CERTIFICATE PRINCIPAL
PER ANNUM: _.___%1 BALANCE OF THE CLASS A3 CERTIFICATES AS OF THE CLOSING
DATE: $__________
PERCENTAGE INTEREST: 100%
MINIMUM $25,000 AND $1 IN EXCESS OF $25,000.
DENOMINATION:
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF
AGREEMENT: THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE
AUGUST 1, 2003 TRUST: $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK,
DISTRIBUTION DATE: NATIONAL ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _____________
--------
1 For each Distribution Date on or prior to the May 2010 Distribution Date
(the "Group 3 Bond Reset Date"), the Certificate Rate for the Class A3
Certificates will equal _.___% per annum. For each Distribution Date after
the Group 3 Bond Reset Date, the Certificate Rate for the Class A3
Certificates will be a per annum rate equal to the lesser of (x) the
weighted average of the Net Rates of all Group 3 Mortgage Loans (the
"Group 3 Weighted Average Net Rate") and (y) Securities Twelve-Month LIBOR
plus _.__%.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS A3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class A3 Certificates (the "Class A3 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate (including
the final distribution on this Certificate) will be made out of the related
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Trust Agreement, on the 25th day of each month, or if such day is
not a Business Day, the next succeeding Business Day, beginning in September
2003 (each, a "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 Business Day of the month immediately
preceding the month of such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution Amount to be distributed on this
Class of Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Trust
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class A3
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Certificate Account,
the Master Servicing Account and related accounts shall be made from time to
time for purposes other than distributions to Holders, such purposes including
reimbursement of Advances made, or certain expenses incurred, with respect to
the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Trustee, the Securities Administrator, the Master Servicer and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Depositor (or other party causing the Termination Purchase)) based upon the
mean of bids from at least three recognized broker/dealers that deal in similar
assets) as of the close of business on the third Business Day preceding the
date upon which notice of any such termination is furnished to
Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of survivorship and Under Uniform Gifts to Minors Act______________
not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_____________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE ___________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
__________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of
substitution in the premises.
Dated:__________________ __________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of this certificate in every particular without
alteration or enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT X1
FORM OF CLASS X1 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS X1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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 YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE
RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS.
THIS CLASS X1 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH
RESPECT TO PRINCIPAL.
THIS CLASS X1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS X1 CERTIFICATE
INITIAL CERTIFICATE RATE: APPROXIMATE INITIAL NOTIONAL AMOUNT AS OF THE CUT-OFF DATE:
_.___%1 $___________
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $5,000,000 AND $1 IN EXCESS OF $5,000,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: ___________
ISIN NUMBER : ___________
-------------------
1 On each Distribution Date, the Class X1 Certificates will be entitled to
receive an amount equal to (x) the excess, if any, of (i) the Group 1
Weighted Average Net Rate over (ii) the Certificate Rate for the Class A1
Certificates, multiplied by (y) one-twelfth and by (z) the Notional Amount
of the Class X1 Certificates. The Notional Amount of the Class X1
Certificates for any Distribution Date is equal to the aggregate
Certificate Balance of the Class A1 Certificates.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS X1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class X1 Certificates (the "Class X1 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate (including
the final distribution on this Certificate) will be made out of the related
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Trust Agreement, on the 25th day of each month, or if such day is
not a Business Day, the next succeeding Business Day, beginning in September
2003 (each, a "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 Business Day of the month immediately
preceding the month of such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate will accrue (based on a 360-day year of
twelve 30-day months) from the first day of the month preceding the month in
which a Distribution Date occurs through the Accounting Date for such
Distribution Date in an amount equal to (x) the excess, if any, of (i) the
Group 1 Weighted Average Net Rate over (ii) the Certificate Rate for the Class
A1 Certificates, multiplied by (y) one-twelfth and by (z) the Notional Amount
of the Class X1 Certificates, as further described in the Trust Agreement.
Interest allocated to this Certificate on any Distribution Date will be in an
amount equal to this Certificate's pro rata share of the aggregate Available
Distribution to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing the Percentage Interest specified on the
face hereof in the Class of Certificates specified on the face hereof. The
Certificates are issued in multiple Classes designated as specifically set
forth in the Trust Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the Trust
Agreement. All losses on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates of
such Class, as described in the Trust Agreement.
The Class X1 Certificates were issued on August 29, 2003 with original
issue discount ("OID") for federal income tax purposes. The actual yield to
maturity and OID may differ from the projected amounts. Certificateholders
should be aware that the methodology for accruing OID on the Class X1
Certificates is not entirely clear under current law.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights Under Uniform Gifts to Minors Act__________
of survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:_____________________ __________________________________
NOTICE: The signature to
this assignment must
correspond with the name
as written upon the face
of this Certificate in
every particular without
alteration or enlargement
or any change whatever.
_____________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates exchange.
Notarized or witnessed signatures
are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT X2
FORM OF CLASS X2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS X2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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 YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE
RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS.
THIS CLASS X2 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH
RESPECT TO PRINCIPAL.
THIS CLASS X2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS X2 CERTIFICATE
INITIAL CERTIFICATE RATE: APPROXIMATE INITIAL NOTIONAL AMOUNT AS OF THE CUT-OFF DATE:
_.___%1 $___________
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $5,000,000 AND $1 IN EXCESS OF $5,000,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: ____________
ISIN NUMBER : ____________
-------------------
1 On each Distribution Date, the Class X2 Certificates will be entitled to
receive an amount equal to (x) the excess, if any, of (i) the Group 2
Weighted Average Net Rate over (ii) the Certificate Rate for the Class A1
Certificates, multiplied by (y) one-twelfth and by (z) the Notional Amount
of the Class X2 Certificates. The Notional Amount of the Class X2
Certificates for any Distribution Date is equal to the aggregate
Certificate Balance of the Class A2 Certificates.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS X2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class X2 Certificates (the "Class X2 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate (including
the final distribution on this Certificate) will be made out of the related
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Trust Agreement, on the 25th day of each month, or if such day is
not a Business Day, the next succeeding Business Day, beginning in September
2003 (each, a "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 Business Day of the month immediately
preceding the month of such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate will accrue (based on a 360-day year of
twelve 30-day months) from the first day of the month preceding the month in
which a Distribution Date occurs through the Accounting Date for such
Distribution Date in an amount equal to (x) the excess, if any, of (i) the
Group 2 Weighted Average Net Rate over (ii) the Certificate Rate for the Class
A2 Certificates, multiplied by (y) one-twelfth and by (z) the Notional Amount
of the Class X2 Certificates, as further described in the Trust Agreement.
Interest allocated to this Certificate on any Distribution Date will be in an
amount equal to this Certificate's pro rata share of the aggregate Available
Distribution to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing the Percentage Interest specified on the
face hereof in the Class of Certificates specified on the face hereof. The
Certificates are issued in multiple Classes designated as specifically set
forth in the Trust Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the Trust
Agreement. All losses on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates of
such Class, as described in the Trust Agreement.
The Class X2 Certificates were issued on August 29, 2003 with original
issue discount ("OID") for federal income tax purposes. The actual yield to
maturity and OID may differ from the projected amounts. Certificateholders
should be aware that the methodology for accruing OID on the Class X2
Certificates is not entirely clear under current law.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of survivorship and Under Uniform Gifts to Minors Act______________
not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE________________________________________________________________
________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:_____________________ __________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change
whatever.
_____________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange
for another national Certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be mailed
to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT X3
FORM OF CLASS X3 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS X3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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 YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE
RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS.
THIS CLASS X3 CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH
RESPECT TO PRINCIPAL.
THIS CLASS X3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS X3 CERTIFICATE
INITIAL CERTIFICATE RATE: APPROXIMATE INITIAL NOTIONAL AMOUNT AS OF THE CUT-OFF DATE:
_.___%1 $__________
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $5,000,000 AND $1 IN EXCESS OF $5,000,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: _____________
ISIN NUMBER : _____________
-------------------
1 On each Distribution Date, the Class X3 Certificates will be entitled to
receive an amount equal to (x) the excess, if any, of (i) the Group 3
Weighted Average Net Rate over (ii) the Certificate Rate for the Class A3
Certificates, multiplied by (y) one-twelfth and by (z) the Notional Amount
of the Class X3 Certificates. The Notional Amount of the Class X3
Certificates for any Distribution Date is equal to the aggregate
Certificate Balance of the Class A3 Certificates.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS X3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class X3 Certificates (the "Class X3 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal and interest on this Certificate (including
the final distribution on this Certificate) will be made out of the related
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Trust Agreement, on the 25th day of each month, or if such day is
not a Business Day, the next succeeding Business Day, beginning in September
2003 (each, a "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 Business Day of the month immediately
preceding the month of such Distribution Date (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
This Certificate will not be entitled to any distribution of
principal. Interest on this Certificate will accrue (based on a 360-day year of
twelve 30-day months) from the first day of the month preceding the month in
which a Distribution Date occurs through the Accounting Date for such
Distribution Date in an amount equal to (x) the excess, if any, of (i) the
Group 3 Weighted Average Net Rate over (ii) the Certificate Rate for the Class
A1 Certificates, multiplied by (y) one-twelfth and by (z) the Notional Amount
of the Class X3 Certificates, as further described in the Trust Agreement.
Interest allocated to this Certificate on any Distribution Date will be in an
amount equal to this Certificate's pro rata share of the aggregate Available
Distribution to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing the Percentage Interest specified on the
face hereof in the Class of Certificates specified on the face hereof. The
Certificates are issued in multiple Classes designated as specifically set
forth in the Trust Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.
Interest shortfalls on the Mortgage Loans shall be allocated on the
applicable Distribution Date to Holders in the manner set forth in the Trust
Agreement. All losses on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates of
such Class, as described in the Trust Agreement.
The Class X3 Certificates were issued on August 29, 2003 with original
issue discount ("OID") for federal income tax purposes. The actual yield to
maturity and OID may differ from the projected amounts. Certificateholders
should be aware that the methodology for accruing OID on the Class X3
Certificates is not entirely clear under current law.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_________________________________________________________________
_________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:_____________________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this Certificate in every
particular without alteration or
enlargement or any change whatever.
_____________________________
SIGNATURE GUARANTEED: The
signature must be guaranteed
by a commercial bank or trust
company or by a member firm of
the New York Stock Exchange for
another national Certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be mailed
to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B1
FORM OF CLASS B1 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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.
THIS CLASS B1 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B1 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS B1 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
PER ANNUM: _.___%1 CLASS B1 CERTIFICATES: $_________
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. ______________
ISIN NUMBER : ______________
-------------------
1 For the initial Distribution Date, the Certificate Rate on the B1
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B1 Certificate Rate will equal the
weighted average of the Net Rates of the Mortgage Loans in all Groups.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class B1 Certificates (the "Class B1 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in September 2003 (each, a "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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B1
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
This Certificate was issued on August 29, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B1 Certificate Rate will equal the weighted average
of the Net Rates of the Mortgage Loans in all Groups. The actual yield to
maturity and OID amounts may differ from the projected amounts.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_______________________________________________________
___________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:______________________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this certificate in every
particular without alteration or
enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a member
firm of the New York Stock Exchange
or another national certificates
exchange. Notarized or witnessed
signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be mailed
to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B2
FORM OF CLASS B2 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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.
THIS CLASS B2 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B2 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B2 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS B2 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
PER ANNUM: _.___%1 CLASS B2 CERTIFICATES: $_________
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 2003 BANK OF AMERICA, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: ______________
ISIN NUMBER : ______________
-------------------
1 For the initial Distribution Date, the Certificate Rate on the B2
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B2 Certificate Rate will equal the
weighted average of the Net Rates of the Mortgage Loans in all Groups.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class B2 Certificates (the "Class B2 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Goldman Sachs Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Bill
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Bill of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in September 2003 (each, a "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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B2
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
This Certificate was issued on August 29, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B2 Certificate Rate will equal the weighted average
of the Net Rates of the Mortgage Loans in all Groups. The actual yield to
maturity and OID amounts may differ from the projected amounts.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
Entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_______________________________________________________
___________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:______________________
__________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this certificate in every
particular without alteration or
enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a
member firm of the New York Stock
Exchange or another national
certificates exchange. Notarized or
witnessed signatures are not
acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B3
FORM OF CLASS B3 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE SECURITIES
ADMINISTRATOR 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 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.
THIS CLASS B3 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B3 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS B3 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
PER ANNUM: _.___%1 CLASS B3 CERTIFICATES: $_________
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 0000 XXXX XX XXXXXXX, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: ______________
ISIN NUMBER : ______________
-------------------
1 For the initial Distribution Date, the Certificate Rate on the B3
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B3 Certificate Rate will equal the
weighted average of the Net Rates of the Mortgage Loans in all Groups.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B3 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
CEDE & CO.
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class B3 Certificates (the "Class B3 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Xxxxxxx Xxxxx Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Xxxx
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Xxxx of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in September 2003 (each, a "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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B3
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
This Certificate was issued on August 29, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B3 Certificate Rate will equal the weighted average
of the Net Rates of the Mortgage Loans in all Groups. The actual yield to
maturity and OID amounts may differ from the projected amounts.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_______________________________________________________
___________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:______________________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this certificate in every
particular without alteration or
enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a
member firm of the New York Stock
Exchange or another national
certificates exchange. Notarized or
witnessed signatures are not
acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B4
FORM OF CLASS B4 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B4 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION. NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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 ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS B4 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B4 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B4 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS B4 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
PER ANNUM: _.___%1 CLASS B4 CERTIFICATES: $_______
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 0000 XXXX XX XXXXXXX, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _____________
ISIN NUMBER: _____________
-------------------
1 For the initial Distribution Date, the Certificate Rate on the B4
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B4 Certificate Rate will equal the
weighted average of the Net Rates of the Mortgage Loans in all Groups.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B4 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
____________________
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class B4 Certificates (the "Class B4 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Xxxxxxx Xxxxx Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Xxxx
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Xxxx of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in September 2003 (each, a "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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the sale
of this Certificate to it is being made in reliance on Rule 144A and (C) is
acquiring this Certificate for its own account or for the account of a
Qualified Institutional Buyer, as the case may be and (2) it understands that
this Certificate has not been and will not be registered under the Securities
Act and may not be reoffered, resold, or otherwise transferred except (A) to
person who the Holder reasonably believes is a Qualified Institutional Buyer in
a transaction meeting the requirements of Rule 144A, and (B) in accordance with
all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B4
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
This Certificate was issued on August 29, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B4 Certificate Rate will equal the weighted average
of the Net Rates of the Mortgage Loans in all Groups. The actual yield to
maturity and OID amounts may differ from the projected amounts.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_______________________________________________________
___________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:______________________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this certificate in every
particular without alteration or
enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a
member firm of the New York Stock
Exchange or another national
certificates exchange. Notarized or
witnessed signatures are not
acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B5
FORM OF CLASS B5 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B5 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION. NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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 ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS B5 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B5 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B5 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS B5 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
PER ANNUM: _.___%1 CLASS B5 CERTIFICATES: $_______
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 0000 XXXX XX XXXXXXX, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _____________
ISIN NUMBER: _____________
-------------------
1 For the initial Distribution Date, the Certificate Rate on the B5
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B5 Certificate Rate will equal the
weighted average of the Net Rates of the Mortgage Loans in all Groups.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B5 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
____________________
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class B5 Certificates (the "Class B5 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Xxxxxxx Xxxxx Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Xxxx
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Xxxx of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in September 2003 (each, a "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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the sale
of this Certificate to it is being made in reliance on Rule 144A and (C) is
acquiring this Certificate for its own account or for the account of a
Qualified Institutional Buyer, as the case may be and (2) it understands that
this Certificate has not been and will not be registered under the Securities
Act and may not be reoffered, resold, or otherwise transferred except (A) to
person who the Holder reasonably believes is a Qualified Institutional Buyer in
a transaction meeting the requirements of Rule 144A, and (B) in accordance with
all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B5
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
This Certificate was issued on August 29, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B5 Certificate Rate will equal the weighted average
of the Net Rates of the Mortgage Loans in all Groups. The actual yield to
maturity and OID amounts may differ from the projected amounts.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B5 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
Entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_______________________________________________________
___________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:______________________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this certificate in every
particular without alteration or
enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a
member firm of the New York Stock
Exchange or another national
certificates exchange. Notarized or
witnessed signatures are not
acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT B6
FORM OF CLASS B6 CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B6 CERTIFICATE
THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION. NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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 ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS B6 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
THE TRUST AGREEMENT REFERENCED HEREIN.
THIS CLASS B6 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS B6 CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9,
CLASS B6 CERTIFICATE
INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE
PER ANNUM: _.___%1 CLASS B6 CERTIFICATES: $_______
PERCENTAGE INTEREST: 100%
MINIMUM
DENOMINATION: $250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE
AGREEMENT: CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:
AUGUST 1, 2003 $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 0000 XXXX XX XXXXXXX, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, NATIONAL
DISTRIBUTION DATE: ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NO. _____________
ISIN NUMBER: _____________
-------------------
1 For the initial Distribution Date, the Certificate Rate on the B6
Certificate will equal approximately _.___% per annum. On each
Distribution Date thereafter, the Class B6 Certificate Rate will equal the
weighted average of the Net Rates of the Mortgage Loans in all Groups.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS B6 CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting of
the entire beneficial ownership of three pools of certain hybrid
adjustable-rate single family, fully amortizing, first lien Mortgage
Loans formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
____________________
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class B6 Certificates (the "Class B6 Certificates") issued
by the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and also is subject to certain terms and conditions set forth
in (a) a Mortgage Loan Sale and Servicing Agreement, dated as of June 1, 2003,
between Xxxxxxx Xxxxx Mortgage Company ("GSMC"), as purchaser and Bank of
America, N.A. ("BOA"), as seller and servicer, (b) a Flow Seller's Warranties
and Servicing Agreement, dated as of May 1, 2003, and the related Warranty Xxxx
of Sale, dated May 20, 2003, between GSMC, as purchaser, and National City
Mortgage Co. ("National City"), as seller and servicer, and (c) an Amended and
Restated Flow Seller's Warranties and Servicing Agreement, dated as of August
1, 2003 and the related Warranty Xxxx of Sale, dated as of August 5, 2003,
between GSMC, as purchaser, and National City, as seller and servicer
(collectively, the "Sale and Servicing Agreements") to which Sale and Servicing
Agreements the Holder of this Certificate, by virtue of the acceptance hereof
assents and by which such Certificateholder is bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in September 2003 (each, a "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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Principal of and interest on this Certificate will be paid in
accordance with the terms of the Trust Agreement and the Sale and Servicing
Agreements. Principal and interest allocated to this Certificate on any
Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the related Available Distribution to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
By receipt of this Certificate, the Holder is deemed to represent
that: (1) it (A) is a Qualified Institutional Buyer, (B) is aware that the sale
of this Certificate to it is being made in reliance on Rule 144A and (C) is
acquiring this Certificate for its own account or for the account of a
Qualified Institutional Buyer, as the case may be and (2) it understands that
this Certificate has not been and will not be registered under the Securities
Act and may not be reoffered, resold, or otherwise transferred except (A) to
person who the Holder reasonably believes is a Qualified Institutional Buyer in
a transaction meeting the requirements of Rule 144A, and (B) in accordance with
all applicable state securities laws.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Certificate Balance of all the Class B6
Certificates. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates and each of the Subordinate Certificates will be subordinated to
each of the other Subordinate Certificates with a lower numerical class
designation, if any. All Realized Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class, as described in the
Trust Agreement.
This Certificate was issued on August 29, 2003 with original issue
discount ("OID") for federal income tax purposes. The Initial Certificate Rate
on these Certificates will equal approximately _.___%. On each Distribution
Date thereafter, the Class B6 Certificate Rate will equal the weighted average
of the Net Rates of the Mortgage Loans in all Groups. The actual yield to
maturity and OID amounts may differ from the projected amounts.
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Holders, such purposes
including reimbursement of Advances made, or certain expenses incurred, with
respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated in accordance with the Trust
Agreement. Payment shall be made either (1) by check mailed to the address of
each Certificateholder as it appears in the Certificate Register on the Record
Date immediately prior to such Distribution Date or (2) by wire transfer of
immediately available funds to the account of a Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Securities Administrator in writing by the Record
Date immediately prior to such Distribution Date and such Certificateholders is
the registered owner of Regular Certificates with an initial Certificate
Balance of at least $1,000,000. The Securities Administrator may charge the
Certificateholder a fee for any payment made by wire transfer. Final
distribution on the Certificates will be made only upon surrender of the
Certificates at the offices of the Certificate Registrar set forth in the
notice of such final distribution.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to any limitations on transfer of this Certificate
by a Depository or its nominee and certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Certificate
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer or the Depositor, in
accordance with the Trust Agreement when the aggregate Scheduled Principal
Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date. Written notice
of termination will be given to each Certificateholder, and the final
distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Securities Administrator
which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued and unpaid interest thereon, to the
last day in the month in which the Termination Price is distributed to
Certificateholders, plus the lesser of (i) the Scheduled Principal Balance of
the Mortgage Loan for any REO Property remaining in the Trust, plus accrued and
unpaid interest thereon at the Certificate Rate (less the related Servicer Fee
Rate), to the last day in the month in which the Termination Price is
distributed to Certificateholders, and (ii) the current appraised value of any
such REO Property, such appraisal to be conducted by an appraiser satisfactory
to the Custodian (the "Par Price"), or (b) the greater of (i) the Par Price and
(ii) the sum of the aggregate fair market value of all of the assets of the
Trust (as determined by the Securities Administrator in consultation with the
Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve
in that capacity, a financial advisor selected by the Securities Administrator
in a commercially reasonable manner, whose fees will be an expense of the
Servicers) based upon the mean of bids from at least three recognized
broker/dealers that deal in similar assets) as of the close of business on the
third Business Day preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the Trust Agreement.
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not defined herein shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
By:_________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B6 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
By:_________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
Entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE_______________________________________________________
___________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated:______________________ __________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this certificate in every
particular without alteration or
enlargement or any change whatever.
__________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a
member firm of the New York Stock
Exchange or another national
certificates exchange. Notarized or
witnessed signatures are not
acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distribution 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 reports and statements should be
mailed to __________________________. This information is provided by
____________________________, the assignee named above, or _______________, as
agent.
EXHIBIT R
FORM OF CLASS R CERTIFICATE
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2003-9
CLASS R CERTIFICATE
ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE SECURITIES ADMINISTRATOR
A RESIDUAL TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND
COVENANTS, AND AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED
IN THE TRUST AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS R CERTIFICATE
SHALL BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH GENERALLY
INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION
(INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED FROM
THIS CLASS R CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT OF THE PREREQUISITES
DESCRIBED ABOVE, THE SECURITIES ADMINISTRATOR MAY REFUSE TO RECOGNIZE A
TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION OF THE
RELATED REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON SUCH REMIC. NO
TRANSFER OF LESS THAN AN ENTIRE INTEREST IN A CLASS R CERTIFICATE MAY BE MADE
UNLESS (1) THE INTEREST TRANSFERRED IS AN UNDIVIDED INTEREST OR (2) THE
TRANSFEROR OR THE TRANSFEREE HAS PROVIDED THE SECURITIES ADMINISTRATOR WITH AN
OPINION THAT THE TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF THE RELATED
REMIC; PROVIDED HOWEVER THAT IN ACCORDANCE WITH THE TRUST AGREEMENT, ANY HOLDER
OF THE RESIDUAL INTEREST IN REMIC I OR REMIC II MAY REQUEST THAT SEPARATE
CERTIFICATES BE ISSUED TO THE HOLDERS OF EACH RESIDUAL INTEREST. RESTRICTIONS
ON TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY HEREIN.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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 ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS
CERTIFICATE (A "PLAN INVESTOR").
THIS CLASS R CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN THE "ISSUING
REMIC" DESCRIBED IN THE TRUST AGREEMENT REFERRED TO HEREIN UNDER THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, FOR FEDERAL INCOME TAX PURPOSES.
THE PRINCIPAL OF THIS CLASS R CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO
TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR.
GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-9
CLASS R CERTIFICATE
INITIAL CERTIFICATE RATE PER AGGREGATE INITIAL CERTIFICATE
ANNUM: _.___%1 PRINCIPAL BALANCE OF THE CLASS R
CERTIFICATE: $100
PERCENTAGE INTEREST: __.__%
DENOMINATION: $100
DATE OF THE TRUST APPROXIMATE AGGREGATE
AGREEMENT: SCHEDULED PRINCIPAL BALANCE AS OF
AUGUST 1, 2003 THE CUT-OFF DATE OF THE MORTGAGE
LOANS HELD BY THE TRUST: $322,977,265
CLOSING DATE: SERVICERS:
AUGUST 29, 0000 XXXX XX XXXXXXX, N.A.
NATIONAL CITY MORTGAGE CO.
FIRST DISTRIBUTION DATE:
SEPTEMBER 25, 2003
FINAL SCHEDULED TRUSTEE: WACHOVIA BANK,
DISTRIBUTION DATE: NATIONAL ASSOCIATION
AUGUST 25, 2033
CUSTODIAN: JPMORGAN CHASE BANK
NO. _ CUSIP NUMBER: _____________
ISIN NUMBER : _____________
-------------------
1 The Certificate Rate on the Class R Certificates will equal the Group 2
Weighted Average Net Rate which, for the initial Distribution Date, will
equal approximately _.___%.
GS MORTGAGE SECURITIES CORP.
MORTGAGE PARTICIPATION PASS THROUGH CERTIFICATES, SERIES 2003-9
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust that consists
primarily of three pools of residential mortgage loans secured by
first liens on real estate (the "Mortgage Loans") formed and sold by
GS MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT:
____________________
is the registered owner of the Percentage Interest evidenced by this
Certificate in the Class R Certificate (the "Class R Certificate") issued by
the trust (the "Trust") created pursuant to a Master Servicing and Trust
Agreement, dated as specified above (the "Trust Agreement"), among GS Mortgage
Certificates Corp., as depositor (hereinafter the "Depositor," which term
includes any successor entity under the Trust Agreement), JPMorgan Chase Bank,
as custodian and securities administrator (in such capacities, the "Custodian"
and the "Securities Administrator"), Chase Manhattan Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer"), and Wachovia Bank,
National Association, as trustee (in such capacity, the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of three pools of Mortgage Loans. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement and represents the residual interests in REMIC I and REMIC II
and with respect to which Trust Agreement the Holder of this Certificate, by
virtue of the acceptance hereof assents and by which such Certificateholder is
bound.
Distributions of principal of and interest on this Certificate
(including the final distribution on this Certificate) will be made out of the
related Available Distribution Amount, to the extent and subject to the
limitations set forth in the Trust Agreement, on the 25th day of each month, or
if such day is not a Business Day, the next succeeding Business Day, beginning
in September 2003 (each, a "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 Business Day of the month
immediately preceding the month of such Distribution Date (the "Record Date").
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Distributions on this Certificate will be paid in accordance with the
terms of the Trust Agreement. Distributions allocated to this Certificate on
any Distribution Date will be an amount equal to this Certificate's Percentage
Interest of the Available Distribution Amount to be distributed on this Class
of Certificates as of such Distribution Date, with a final distribution to be
made upon retirement of this Certificate as set forth in the Trust Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Pass-Through Certificates, Series 2003-9 (herein called
the "Certificates"), and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the quotient, expressed as a
percentage, obtained by dividing the denomination of this Certificate specified
on the face hereof by the aggregate Class Principal Balance of the Class R
Certificate. The Certificates are issued in multiple Classes designated as
specifically set forth in the Trust Agreement. This Certificate will evidence
in the aggregate __.__% of the balance of the Class R Certificate.
This Certificate represents the residual interests in REMIC I and
REMIC II. Any Holder of this Certificate may, at any time and in accordance
with the terms of the Trust Agreement, request that the Securities
Administrator exchange this Certificate in exchange for separate certificates
each separately representing the residual interests in REMIC I and REMIC II and
designated as the Class R1 and Class R2, respectively.
Realized Losses and interest shortfalls on the Mortgage Loans shall be
allocated among the Classes of Certificates on the applicable Distribution Date
in the manner set forth in the Trust Agreement. To the extent provided in the
Trust Agreement, with respect to Realized Losses and interest shortfalls, the
Subordinate Certificates will be subordinated to the other Classes of
Certificates, and the Class B Certificates will be subordinated to the Class A
Certificates. All Realized Losses and interest shortfalls on the Mortgage Loans
allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class, as described in the Trust Agreement.
The Certificates are limited in right of payment to certain
collections and recoveries in respect of the Mortgage Loans, all as more
specifically set forth in the Trust Agreement. As provided in the Trust
Agreement, withdrawals from the Collection Accounts, the Master Servicing
Account, the Certificate Account and related accounts shall be made from time
to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of Advances made, or certain expenses
incurred, with respect to the Mortgage Loans and administration of the Trust.
All distributions or allocations made with respect to each Class on
any Distribution Date shall be allocated pro rata among the outstanding
Certificates of such Class based on the Certificate Principal Balance of each
such Certificate. Payment shall be made by check mailed to the address of each
Certificateholder as it appears in the Certificate Register on the Record Date
immediately prior to such Distribution Date. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the
offices of the Certificate Registrar set forth in the notice of such final
distribution.
An election will be made to treat certain of the assets assigned to
the Trust as two separate real estate mortgage investment conduits ("REMICs")
under the Internal Revenue Code of 1986, as amended (the "Code"). Assuming that
the elections are made properly and that certain qualification requirements
concerning the Mortgage Loans and the Certificates are met, the Holder of this
Certificate will be treated for federal income tax purposes as the beneficial
owner of a "residual interest" in each of the corresponding REMIC. Accordingly,
the Holder of this Class R Certificate will be subject to tax on its pro rata
share of the taxable income or net loss on such Holder's "residual interest" in
each of the corresponding REMIC. The requirement that the Holder of this Class
R Certificate report its pro rata share of such income or loss will continue
until there are no Certificates of any Class outstanding.
Pursuant to (and subject to the limitations set forth in) the Trust
Agreement, the Securities Administrator or one of its affiliates, as agent of
the REMIC (the "Tax Matters Person" or "TMP"), will provide each Holder of a
Class R Certificate with information sufficient to enable such
Certificateholder to prepare (i) its federal income tax and information returns
and (ii) any reports required by the Code regarding the Certificates, except
where such information is provided to each such Certificateholder by the
Securities Administrator pursuant to the Trust Agreement. As the holder of a
residual interest in a REMIC, the Holder of a Class R Certificate will have
continuing administrative rights and obligations generally similar to those of
a partner with respect to its partnership. Such rights and obligations
principally concern the REMICs' federal income tax and information returns and
the representation of the REMIC in administrative or judicial proceedings
involving the Internal Revenue Service. The TMP, however, will act on behalf of
the Holders of the Class R Certificate as the REMICs' representative for such
proceedings. The REMIC's federal tax and information returns will be prepared
by the TMP, and signed and filed by the Securities Administrator. Pursuant to
the Trust Agreement, if the TMP is unable for any reason to fulfill its duties
as TMP, then the Holder of the largest Percentage Interest of the Class R
Certificate, without compensation, shall become the successor TMP for the
Issuing REMIC.
By accepting this Certificate, the Holder of this Certificate agrees
to be bound by the provisions of the Trust Agreement, and in particular, agrees
that it shall (i) take any action required by the Code or Treasury regulations
thereunder in order to create or maintain the REMIC status of each REMIC and
(ii) refrain from taking any action that could endanger such status.
The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Trustee, the Securities Administrator, the Master Servicer and
the Custodian and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor, the Securities Administrator, the
Master Servicer, the Trustee and the Custodian with the consent of the
Certificateholders entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Certificateholder 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 this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders.
The Certificates are issuable in fully registered form only, without
coupons, in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations set forth in the Trust
Agreement, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
principal Corporate Trust Office of the Securities Administrator or such other
offices or agencies appointed by the Securities Administrator for that purpose
and such other locations provided in the Trust Agreement, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to, the Securities Administrator and the
Certificate Registrar duly executed by the Certificateholder hereof, or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of the same Class in the same aggregate Class Principal
Balance will be issued to the designated transferee or transferees.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for a new Certificate of
the same Class in the same denomination. No service charge will be made for any
such registration of transfer or exchange, but the Securities Administrator may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
No transfer of any Class R Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Act") and effective registration or
qualification under applicable state certificates laws, or is made in a
transaction that does not require such registration or qualification. In the
event that a transfer is to be made without registration or qualification under
the Act and applicable state certificates laws, the Securities Administrator
shall require that the transferee certify as to facts that, if true, would mean
that the proposed transferee is a Qualified Institutional Buyer. Neither the
Depositor nor the Securities Administrator is obligated to register or qualify
any of the Class R Certificate under the Act or any other certificates law or
to take any action not otherwise required under the Trust Agreement to permit
the transfer of such Certificates without such registration or qualification.
Any such Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Depositor and the Securities Administrator
against any liability that may result if the transfer is not exempt from
registration under the Act and all applicable state certificates laws or is not
made in accordance with such federal and state laws.
Notwithstanding anything herein to the contrary, any purported
transfer of a Class R Certificate to or on behalf of a Plan Investor shall be
null and void.
In addition, the Securities Administrator shall not register any
transfer of a Class R Certificate (including any beneficial interest therein)
to a Disqualified Organization. In addition, no Class R Certificate (or any
beneficial interest therein) may be transferred unless the proposed transferee
thereof provides the Securities Administrator with (i) a Residual Transferee
Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an
affidavit of the proposed transferee in substantially the form attached as
Exhibit G-1 to the Standard Terms and a certificate of the transferor stating
whether the Class R Certificate has "tax avoidance potential" as defined in
Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee
is a U.S. Person, an affidavit of the proposed transferee in substantially the
form attached as Exhibit G-2 to the Standard Terms. Notwithstanding the
fulfillment of the prerequisites described above, the Securities Administrator
may refuse to recognize any transfer to the extent necessary to avoid a risk of
(i) disqualification of the REMIC as a REMIC or (ii) the imposition of a tax
upon the REMIC. Any attempted transfer in violation of the foregoing
restrictions shall be null and void and shall not be recognized by the
Securities Administrator.
If a tax or a reporting cost is borne by a REMIC as a result of the
transfer of a Class R Certificate (or any beneficial interest therein) in
violation of the restrictions set forth herein and in the Trust Agreement, the
Securities Administrator shall pay such tax or reporting cost with amounts that
otherwise would have been paid to the transferee of the Class R Certificate (or
beneficial interest therein). In that event, neither the transferee nor the
transferor shall have any right to seek repayment of such amounts from the
Depositor or the Securities Administrator, the Trust, any REMIC, or any other
Holders, and none of such parties shall have any liability for payment of any
such tax or reporting cost.
The Depositor, the Securities Administrator, the Master Servicer, the
Trustee, the Custodian and the Certificate Registrar and any agent of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Securities Administrator, the Master Servicer, the Trustee, the
Custodian, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.
The obligations created by the Trust Agreement will terminate upon
payment to the Certificateholders of all amounts held in the Collection
Accounts and the Certificate Account required to be paid to the
Certificateholders pursuant to the Trust Agreement, following the earlier of:
(i) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust or the disposition of
all property acquired upon foreclosure of any such Mortgage Loan and (ii) the
repurchase of all the assets of the Trust by a Servicer identified in the Trust
Agreement or the Depositor, in accordance with the Trust Agreement when the
aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less
of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the
Cut-off Date. Written notice of termination will be given to each
Certificateholder, and the final distribution will be made only upon surrender
and cancellation of the Certificates at an office or agency appointed by the
Securities Administrator which will be specified in the notice of termination.
Any such repurchase of Mortgage Loans and property acquired in respect
of the Mortgage Loans shall be made at a price equal to the greater of (a) 100%
of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust
on the day of such purchase, plus accrued interest thereon at the Certificate
Rate (less the related Servicing Fee Rate) to the last day in the month in
which the Termination Price is distributed to Certificateholders, plus the
lesser of (i) the Scheduled Principal Balance of the Mortgage Loan for any REO
Property remaining in the Trust, plus accrued interest thereon at the
Certificate Rate (less the related Servicing Fee Rate) to the last day in the
month in which the Termination Price is distributed to Certificateholders, and
(ii) the current appraised value of any such REO Property, such appraisal to be
conducted by an appraiser satisfactory to the Custodian, and (b) the sum of the
aggregate fair market value of all of the assets of the Trust (as determined by
the Securities Administrator in consultation with the Initial Purchaser (or, if
the Initial Purchaser is unwilling or unable to serve in that capacity, a
financial advisor selected by the Securities Administrator in a commercially
reasonable manner, whose fees will be an expense of the Depositor (or of such
other person causing such Termination Purchase)) based upon the mean of bids
from at least three recognized broker/dealers that deal in similar assets) as
of the close of business on the third Business Day preceding the date upon
which notice of any such termination is furnished to Certificateholders
pursuant to the Trust Agreement. The fair market value of the assets in the
Trust or the appraised value of any REO Property shall be based upon the
inclusion of accrued interest to the last day of the month in which the
Termination Price is distributed to the Certificateholders, at the applicable
Certificate Rate (less the related Servicing Fee Rate) on the Scheduled
Principal Balance of each Mortgage Loan (including any Mortgage Loan which
became an REO Property as to which an REO Disposition has not occurred).
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 Trust Agreement or be valid for any purpose.
THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
The Trustee has executed this Certificate on behalf of the Trust as
Trustee under the Trust Agreement, and the Trustee shall be liable hereunder
only in respect of the assets of the Trust.
Capitalized terms used herein and not otherwise defined shall have the
meaning given them in the Trust Agreement.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: August 29, 2003 JPMORGAN CHASE BANK,
as Securities Administrator
BY:________________________________
AUTHORIZED OFFICER
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED TRUST AGREEMENT.
JPMORGAN CHASE BANK,
as Certificate Registrar
BY:________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--____Custodian__________
TEN ENT--as tenants by the (Cust) (Minor)
entireties
JT TEN--as joint tenants with rights of Under Uniform Gifts to Minors Act______________
survivorship and not as Tenants in Common (State)
Additional abbreviations may also be used
though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________________________________________________________________
PLEASE INSERT SOCIAL CERTIFICATE OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE ______________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby irrevocably constitute and, appoint
_________________________ (Attorney) to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution
in the premises.
Dated: ___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of
this certificate in every
particular without alteration or
enlargement or any change whatever.
___________________________________
SIGNATURE GUARANTEED: The signature
must be guaranteed by a commercial
bank or trust company or by a
member firm of the New York Stock
Exchange or another national
certificates exchange. Notarized or
witnessed signatures are not
acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by check mailed to _____________________.
Applicable reports and statements should be mailed to _______________________.
This information is provided by ______________________________________________,
the assignee named above, or _________________________________________________,
as its agent.
