RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2002
Mortgage Asset-Backed Pass-Through Certificates
Series 2002-RS2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions............................................................6
-----------
Accrued Certificate Interest..................................................6
Adjusted Mortgage Rate........................................................7
Adjusted Net Mortgage Rate....................................................7
Adjustment Date...............................................................7
Advance.......................................................................7
Affiliate.....................................................................7
Agreement.....................................................................7
Amount Held for Future Distribution...........................................7
Appraised Value...............................................................7
Assignment....................................................................8
Assignment Agreement..........................................................8
Assignment of Proprietary Lease...............................................8
Balloon Loan..................................................................8
Balloon Payment...............................................................8
Bankruptcy Code...............................................................8
Bankruptcy Loss...............................................................8
Basis Risk Shortfall..........................................................8
Basis Risk Shortfall Carry-Forward Amount.....................................9
Book-Entry Certificate........................................................9
Business Day..................................................................9
Calendar Quarter..............................................................9
Cash Liquidation..............................................................9
Certificate...................................................................9
Certificate Account...........................................................9
Certificate Account Deposit Date..............................................9
Certificateholder or Holder...................................................9
Certificate Insurance Account................................................10
Certificate Insurance Payment................................................10
Certificate Insurer..........................................................10
Certificate Insurer Default..................................................10
Certificate Insurer Premium..................................................10
Certificate Insurer Premium Rate.............................................10
Certificate Owner............................................................10
Certificate Policy...........................................................10
Certificate Principal Balance................................................10
Certificate Register and Certificate Registrar...............................11
i
Class........................................................................11
Class A Certificates.........................................................11
Class A-I Certificates.......................................................11
Class A-I Interest Distribution Amount.......................................11
Class A-I Principal Distribution Amount......................................11
Class A-I-1 Certificate......................................................12
Class A-I-2 Certificate......................................................12
Class A-I-3 Certificate......................................................12
Class A-I-4 Certificate......................................................12
Class A-I-5 Certificate......................................................12
Class A-I-5 Lockout Distribution Amount......................................12
Class A-I-5 Lockout Percentage...............................................12
Class A-I-5 Pro Rata Distribution Amount.....................................13
Class A-I-IO Certificate.....................................................13
Class A-II Certificate.......................................................13
Class A-II Interest Distribution Amount......................................13
Class A-II Principal Distribution Amount.....................................13
Class M Certificates.........................................................14
Class M-I Certificates.......................................................14
Class M-I-1 Certificate......................................................14
Class M-I-1 Interest Distribution Amount.....................................14
Class M-I-1 Principal Distribution Amount....................................14
Class M-I-2 Certificate......................................................14
Class M-I-2 Interest Distribution Amount.....................................14
Class M-I-2 Principal Distribution Amount....................................15
Class M-I-3 Certificate......................................................15
Class M-I-3 Interest Distribution Amount.....................................15
Class M-I-3 Principal Distribution Amount....................................15
Class M-II Certificates......................................................16
Class M-II-1 Certificate.....................................................16
Class M-II-1 Interest Distribution Amount....................................16
Class M-II-1 Principal Distribution Amount...................................16
Class M-II-2 Certificate.....................................................16
Class M-II-2 Interest Distribution Amount....................................17
Class M-II-2 Principal Distribution Amount...................................17
Class M-II-3 Certificate.....................................................17
Class M-II-3 Interest Distribution Amount....................................17
Class M-II-3 Principal Distribution Amount...................................17
Class R Certificate..........................................................18
Class R-I Certificate........................................................18
Class R-II Certificate.......................................................18
Class R-III Certificate......................................................18
Class R-IV Certificate.......................................................18
Class SB Certificates........................................................18
Class SB-I Certificate.......................................................18
Class SB-II Certificate......................................................18
ii
Closing Date.................................................................19
Code.........................................................................19
Compensating Interest........................................................19
Cooperative..................................................................19
Cooperative Apartment........................................................19
Cooperative Lease............................................................19
Cooperative Loans............................................................19
Cooperative Stock............................................................19
Cooperative Stock Certificate................................................20
Corporate Trust Office.......................................................20
Cumulative Insurance Payments................................................20
Curtailment..................................................................20
Custodial Account............................................................20
Custodial Agreement..........................................................20
Custodian....................................................................20
Cut-off Date.................................................................20
Cut-off Date Balance.........................................................20
Cut-off Date Principal Balance...............................................20
Debt Service Reduction.......................................................20
Deficient Valuation..........................................................20
Definitive Certificate.......................................................21
Deleted Mortgage Loan........................................................21
Delinquent...................................................................21
Depository...................................................................21
Depository Participant.......................................................21
Destroyed Mortgage Note......................................................21
Determination Date...........................................................21
Disqualified Organization....................................................21
Distribution Date............................................................22
Due Date.....................................................................22
Due Period...................................................................22
Eligible Account.............................................................22
ERISA........................................................................22
Event of Default.............................................................23
Excess Loss..................................................................23
Extraordinary Events.........................................................23
Xxxxxx Xxx...................................................................23
FASIT........................................................................23
FDIC.........................................................................23
FHA..........................................................................23
Final Distribution Date......................................................24
Final Scheduled Distribution Date............................................24
Fitch........................................................................24
Foreclosure Profits..........................................................24
Fraud Losses.................................................................24
Xxxxxxx Mac..................................................................24
iii
Gross Margin.................................................................24
Group I Adjusted Net WAC Actual/360 Rate.....................................24
Group I Adjusted Net WAC Rate................................................24
Group I Available Distribution Amount........................................25
Group II Available Distribution Amount.......................................26
Group I Bankruptcy Amount....................................................26
Group II Bankruptcy Amount...................................................26
Group I Cut-off Date Balance.................................................26
Group II Cut-off Date Balance................................................26
Group I Diverted Excess Spread...............................................27
Group II Diverted Excess Spread..............................................27
Group I Excess Bankruptcy Loss...............................................27
Group II Excess Bankruptcy Loss..............................................27
Group I Excess Cash Flow.....................................................27
Group II Excess Cash Flow....................................................27
Group I Excess Fraud Loss....................................................27
Group II Excess Fraud Loss...................................................27
Group I Excess Loss..........................................................27
Group II Excess Loss.........................................................27
Group I Excess Overcollateralization Amount..................................27
Group II Excess Overcollateralization Amount.................................28
Group I Excess Special Hazard Loss...........................................28
Group II Excess Special Hazard Loss..........................................28
Group I Extraordinary Losses.................................................28
Group II Extraordinary Losses................................................28
Group I Fraud Loss Amount....................................................28
Group II Fraud Loss Amount...................................................28
Group I Interest Distribution Amount.........................................29
Group II Interest Distribution Amount........................................29
Group I Loan.................................................................29
Group II Loan................................................................29
Group I Marker Rate..........................................................29
Group II Marker Rate.........................................................30
Group I Net WAC Cap Rate.....................................................31
Group II Net WAC Cap Rate....................................................31
Group I Optional Termination Date............................................31
Group II Optional Termination Date...........................................31
Group I Overcollateralization Amount.........................................31
Group II Overcollateralization Amount........................................31
Group I Overcollateralization Increase Amount................................31
Group II Overcollateralization Increase Amount...............................31
Group I Overcollateralization Reduction Amount...............................32
Group II Overcollateralization Reduction Amount..............................32
Group I Pool Stated Principal Balance........................................32
Group II Pool Stated Principal Balance.......................................32
Group I Principal Distribution Amount........................................32
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Group II Principal Distribution Amount.......................................32
Group I Principal Remittance Amount..........................................33
Group II Principal Remittance Amount.........................................33
Group I Required Overcollateralization Amount................................33
Group II Required Overcollateralization Amount...............................33
Group I Senior Enhancement Percentage........................................33
Group II Senior Enhancement Percentage.......................................33
Group I Sixty-Plus Delinquency Percentage....................................34
Group II Sixty-Plus Delinquency Percentage...................................34
Group I Special Hazard Amount................................................34
Group II Special Hazard Amount...............................................35
Group I Stepdown Date........................................................35
Group II Stepdown Date.......................................................35
Group I Trigger Event........................................................35
Group II Trigger Event.......................................................36
Group I Uncertificated Regular Interests.....................................36
Group II Uncertificated Regular Interests....................................36
Guaranteed Distribution......................................................36
Hazardous Materials..........................................................36
High Cost Loan...............................................................36
Independent..................................................................36
Index........................................................................37
Initial Certificate Principal Balance........................................37
Insurance Proceeds...........................................................37
Insured Certificates.........................................................37
Interest Accrual Period......................................................37
Interim Certification........................................................37
Interested Person............................................................37
Late Collections.............................................................37
LIBOR........................................................................37
LIBOR Business Day...........................................................37
LIBOR Certificates...........................................................37
LIBOR Rate Adjustment Date...................................................38
Liquidation Proceeds.........................................................38
Loan Group...................................................................38
Loan-to-Value Ratio..........................................................38
Margin.......................................................................38
Maturity Date................................................................38
Maximum Group II Rate........................................................38
Maximum Mortgage Rate........................................................38
Maximum Net Mortgage Rate....................................................38
MERS.........................................................................39
MERS(R)System.................................................................39
MIN..........................................................................39
Minimum Mortgage Rate........................................................39
Modified Mortgage Loan.......................................................39
v
Modified Net Mortgage Rate...................................................39
MOM Loan.....................................................................39
Monthly Payment..............................................................39
Xxxxx'x......................................................................39
Mortgage.....................................................................39
Mortgage File................................................................39
Mortgage Loan Schedule.......................................................39
Mortgage Loans...............................................................41
Mortgage Note................................................................41
Mortgage Rate................................................................41
Mortgaged Property...........................................................41
Mortgagor....................................................................41
Net Collections..............................................................41
Net Mortgage Rate............................................................41
Non-Primary Residence Loans..................................................41
Non-United States Person.....................................................41
Nonrecoverable Advance.......................................................42
Nonsubserviced Mortgage Loan.................................................42
Note Margin..................................................................42
Notice.......................................................................42
Notional Amount..............................................................42
Officers' Certificate........................................................43
Opinion of Counsel...........................................................43
Outstanding Mortgage Loan....................................................43
Overcollateralization Floor..................................................43
Ownership Interest...........................................................43
Pass-Through Rate............................................................43
Paying Agent.................................................................45
Percentage Interest..........................................................45
Periodic Cap.................................................................45
Permitted Investments........................................................46
Permitted Transferee.........................................................47
Person.......................................................................47
Prepayment Assumption........................................................47
Prepayment Interest Shortfall................................................47
Prepayment Period............................................................47
Primary Insurance Policy.....................................................47
Principal Prepayment.........................................................47
Principal Prepayment in Full.................................................48
Program Guide................................................................48
Purchase Price...............................................................48
Qualified Insurer............................................................48
Qualified Substitute Mortgage Loan...........................................48
Rating Agency................................................................49
Realized Loss................................................................49
Record Date..................................................................49
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Regular Certificates.........................................................50
Regular Interest.............................................................50
Relief Act...................................................................50
REMIC........................................................................50
REMIC Administrator..........................................................50
REMIC I......................................................................50
REMIC I Regular Interests....................................................50
REMIC I Regular Interest LT-A-1..............................................50
REMIC I Regular Interest LT-A-2..............................................50
REMIC I Regular Interest LT-A-3..............................................50
REMIC II.....................................................................51
REMIC II Regular Interest....................................................51
REMIC II Regular Interest LT-B...............................................51
REMIC III....................................................................51
REMIC III Group I Diverted Excess Spread.....................................51
REMIC III Group II Diverted Excess Spread....................................51
REMIC III Group I Interest Loss Allocation Amount............................51
REMIC III Group II Interest Loss Allocation Amount...........................51
REMIC III Group I Overcollateralized Amount..................................51
REMIC III Group II Overcollateralized Amount.................................52
REMIC III Group I Principal Loss Allocation Amount...........................52
REMIC III Group II Principal Loss Allocation Amount..........................52
REMIC III Group I Regular Interests..........................................52
REMIC III Group II Regular Interests.........................................52
REMIC III Group I Required Overcollateralization Amount......................52
REMIC III Group II Required Overcollateralized Amount........................52
REMIC III Regular Interest MT-I-1............................................52
REMIC III Regular Interest MT-I-2............................................52
REMIC III Regular Interest MT-I-3............................................53
REMIC III Regular Interest MT-I-4............................................53
REMIC III Regular Interest MT-I-5............................................53
REMIC III Regular Interest MT-I-6............................................53
REMIC III Regular Interest MT-I-7............................................53
REMIC III Regular Interest MT-I-8............................................53
REMIC III Regular Interest MT-I-9............................................53
REMIC III Regular Interest MT-I-10...........................................53
REMIC III Regular Interest MT-I-10 Maximum Interest Deferral Amount..........53
REMIC III Regular Interest MT-IO-1...........................................54
REMIC III Regular Interest MT-IO-2...........................................54
REMIC III Regular Interest MT-IO-3...........................................54
REMIC III Regular Interest MT-IO-4...........................................55
REMIC III Regular Interest MT-IO-5...........................................55
REMIC III Regular Interest MT-IO-6...........................................55
REMIC III Regular Interest MT-IO-7...........................................55
REMIC III Regular Interest MT-IO-8...........................................55
REMIC III Regular Interest MT-II-1...........................................55
vii
REMIC III Regular Interest MT-II-2...........................................55
REMIC III Regular Interest MT-II-3...........................................55
REMIC III Regular Interest MT-II-4...........................................55
REMIC III Regular Interest MT-II-5...........................................56
REMIC III Regular Interest MT-II-6...........................................56
REMIC III Regular Interest MT-II-6 Maximum Interest Deferral Amount..........56
REMIC IV.....................................................................56
REMIC Provisions.............................................................57
REO Acquisition..............................................................57
REO Disposition..............................................................57
REO Imputed Interest.........................................................57
REO Proceeds.................................................................57
REO Property.................................................................57
Re-Performing Loans..........................................................57
Repurchase Event.............................................................57
Repurchase Price.............................................................57
Request for Release..........................................................58
Required Insurance Policy....................................................58
Reserve Fund.................................................................58
Reserve Fund Deposit.........................................................58
Reserve Fund Residual Right..................................................58
Residential Funding..........................................................58
Responsible Officer..........................................................58
Security Agreement...........................................................58
Servicing Accounts...........................................................58
Servicing Advances...........................................................58
Servicing Fee................................................................59
Servicing Fee Rate...........................................................59
Servicing Modification.......................................................59
Servicing Officer............................................................59
Special Hazard Loss..........................................................59
Standard & Poor's............................................................59
Startup Date.................................................................59
Stated Principal Balance.....................................................59
Subordination................................................................60
Subordination Percentage.....................................................60
Subserviced Mortgage Loan....................................................60
Subservicer..................................................................60
Subservicer Advance..........................................................60
Subservicing Account.........................................................60
Subservicing Agreement.......................................................60
Subservicing Fee.............................................................60
Tax Returns..................................................................60
Transfer.....................................................................61
Transferee...................................................................61
Transferor...................................................................61
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Trust Fund...................................................................61
Uniform Single Attestation Program for Mortgage Bankers......................61
Uncertificated Accrued Interest..............................................61
Uncertificated Notional Amount...............................................62
Uncertificated Pass-Through Rate.............................................62
Uncertificated Principal Balance.............................................62
Uncertificated Regular Interests.............................................63
Uncertificated REMIC I Pass-Through Rate.....................................63
Uncertificated REMIC II Pass-Through Rate....................................63
Uncertificated REMIC III Pass-Through Rate...................................63
Uninsured Cause..............................................................64
United States Person.........................................................64
VA...........................................................................64
Voting Rights................................................................64
Weighted Average Net Mortgage Rate...........................................64
Section 1.02. Determination of LIBOR................................................65
----------------------
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans..........................................66
----------------------------
Section 2.02. Acceptance by Trustee.................................................70
---------------------
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
------------------------------------------------------------------------
Depositor.............................................................71
---------
Section 2.04. Representations and Warranties of Residential Funding.................73
-----------------------------------------------------
Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated
--------------------------------------------------------------------------
REMIC Regular Interests...............................................75
-----------------------
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer....................................77
----------------------------------
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
-----------------------------------------------------------------
Enforcement of Subservicers' Obligations..............................78
----------------------------------------
Section 3.03. Successor Subservicers................................................79
----------------------
Section 3.04. Liability of the Master Servicer......................................80
--------------------------------
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
--------------------------------------------------------------
Certificateholders....................................................80
------------------
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.......80
---------------------------------------------------------------
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
-------------------------------------------------------------------
Account...............................................................80
-------
ix
Section 3.08. Subservicing Accounts; Servicing Accounts.............................83
-----------------------------------------
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
----------------------------------------------------------------------
Loans.................................................................84
-----
Section 3.10. Permitted Withdrawals from the Custodial Account......................84
------------------------------------------------
Section 3.11. Maintenance of Primary Insurance Coverage.............................86
-----------------------------------------
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....86
-----------------------------------------------------------------
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
---------------------------------------------------------------
Agreements; Certain Assignments.......................................88
-------------------------------
Section 3.14. Realization Upon Defaulted Mortgage Loans.............................90
-----------------------------------------
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.......................92
-----------------------------------------------
Section 3.16. Servicing and Other Compensation; Compensating Interest...............93
-------------------------------------------------------
Section 3.17. Reports to the Trustee and the Depositor..............................94
----------------------------------------
Section 3.18. Annual Statement as to Compliance.....................................95
---------------------------------
Section 3.19. Annual Independent Public Accountants' Servicing Report...............95
-------------------------------------------------------
Section 3.20. Right of the Depositor in Respect of the Master Servicer..............95
--------------------------------------------------------
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account...................................................97
-------------------
Section 4.02. Distributions.........................................................97
-------------
Section 4.03. Statements to Certificateholders.....................................109
--------------------------------
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
-------------------------------------------------------------------------
Master Servicer......................................................111
---------------
Section 4.05. Allocation of Realized Losses........................................113
-----------------------------
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........115
-------------------------------------------------------------
Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................115
---------------------------------------------
Section 4.08. Distribution of Basis Risk Shortfall Carry-Forward Amount; Reserve Fund
-----------------------------------------------------------------------
....................................................................115
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.....................................................117
----------------
Section 5.02. Registration of Transfer and Exchange of Certificates................118
-----------------------------------------------------
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................123
-------------------------------------------------
Section 5.04. Persons Deemed Owners................................................123
---------------------
Section 5.05. Appointment of Paying Agent..........................................124
---------------------------
x
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer......125
---------------------------------------------------------------
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
---------------------------------------------------------------------------
of Rights and Delegation of Duties by Master Servicer................125
-----------------------------------------------------
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others
------------------------------------------------------------------------
....................................................................126
Section 6.04. Depositor and Master Servicer Not to Resign..........................126
-------------------------------------------
ARTICLE VII
DEFAULT
Section 7.01. Events of Default....................................................128
-----------------
Section 7.02. Trustee or Depositor to Act; Appointment of Successor................129
-----------------------------------------------------
Section 7.03. Notification to Certificateholders...................................131
----------------------------------
Section 7.04. Waiver of Events of Default..........................................131
---------------------------
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee....................................................132
-----------------
Section 8.02. Certain Matters Affecting the Trustee................................133
-------------------------------------
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................135
-----------------------------------------------------
Section 8.04. Trustee May Own Certificates.........................................135
----------------------------
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
-------------------------------------------------------------------
....................................................................135
Section 8.06. Eligibility Requirements for Trustee.................................136
------------------------------------
Section 8.07. Resignation and Removal of the Trustee...............................136
--------------------------------------
Section 8.08. Successor Trustee....................................................137
-----------------
Section 8.09. Merger or Consolidation of Trustee...................................138
----------------------------------
Section 8.10. Appointment of Co-Trustee or Separate Trustee........................138
---------------------------------------------
Section 8.11. Appointment of Custodians............................................139
-------------------------
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
----------------------------------------------------------------------
Mortgage Loans.......................................................140
--------------
Section 9.02. Additional Termination Requirements..................................142
-----------------------------------
xi
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration.................................................144
--------------------
Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification
----------------------------------------------------------------
....................................................................147
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment............................................................149
---------
Section 11.02.Recordation of Agreement; Counterparts...............................151
--------------------------------------
Section 11.03.Limitation on Rights of Certificateholders...........................151
------------------------------------------
Section 11.04.Governing Law........................................................152
-------------
Section 11.05. Notices.............................................................152
-------
Section 11.06.Notices to Rating Agencies...........................................153
--------------------------
Section 11.07.Severability of Provisions...........................................154
--------------------------
Section 11.08.Supplemental Provisions for Resecuritization.........................154
--------------------------------------------
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section
12.01.Rights of the Certificate Insurer to Exercise Rights of Insured
Certificateholders...................................................156
------------------
Section 00.00.Xxxxxx Upon the Certificate Policy; Certificate Insurance Account....156
-----------------------------------------------------------------
Section 12.03.Effect of Payments by the Certificate Insurer; Subrogation........157
-------------------------------------------------------------
Section 12.04.Notices and Information to the Certificate Insurer...................157
--------------------------------------------------
Section 12.05.Trustee to Hold Certificate Policy...................................158
----------------------------------
Section 12.06.Payment of Insurance Premium.........................................158
----------------------------
xii
Exhibit A Form of Class A Certificate
Exhibit B Form of Class M Certificate
Exhibit C Form of Class SB Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section
11.01(e) for a Limited Guaranty
Exhibit L Form of Limited Guaranty
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O High Cost Loans
Exhibit P-1 Form of ERISA Letter (Class M Certificates)
Exhibit P-2 Form of ERISA Letter (Class SB Certificates)
Exhibit Q Certificate Guaranty Insurance Policy
xiii
This Pooling and Servicing Agreement, effective as of March 1, 2002,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and BANK ONE, NATIONAL ASSOCIATION, a national
banking association, as trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
nineteen classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein).
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group I Loans and certain
other related assets (exclusive of the Reserve Fund) subject to this Agreement
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I."
The Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC I Pass- Through Rate")
and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity
date" (determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the 360th
Distribution Date. None of the REMIC I Regular Interests will be certificated.
UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-A-1 Variable(1) $ 328,352,273.87 March 25, 2032
LT-A-2 Variable(1) $ 38,629,000.00 March 25, 2032
LT-A-3 Variable(1) $ 19,315,000.00 March 25, 2032
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC II."
The Class R-II Certificates will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The
1
following table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated
Principal Balance for the "regular interest" in REMIC II (the "REMIC II Regular
Interest"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for the REMIC II
Regular Interest shall be the 360th Distribution Date. The REMIC II Regular
Interest will not be certificated.
UNCERTIFICATED REMIC II LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-B Variable(1) $ 77,873,073.56 March 25, 2032
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
REMIC III
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular Interests
and the REMIC II Regular Interests (exclusive of the Reserve Fund) subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as "REMIC III." The Class R-III Certificates
will represent the sole class of "residual interests" in REMIC III for purposes
of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC III (the "REMIC III Regular
Interests"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC
III Regular Interest shall be the 360th Distribution Date. None of the REMIC III
Regular Interests will be certificated.
UNCERTIFICATED REMIC LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE III PRINCIPAL BALANCE MATURITY DATE
MT-I-1 Variable(1) $ 378,570,348.39 Xxxxx 00, 0000
XX-X-0 Variable(1) $1,531,660.00 Xxxxx 00, 0000
XX-X-0 Variable(1) $772,170.00 Xxxxx 00, 0000
XX-X-0 Variable(1) $371,360.00 Xxxxx 00, 0000
XX-X-0 Variable(1) $540,700.00 Xxxxx 00, 0000
XX-X-0 Variable(1) $347,660.00 Xxxxx 00, 0000
XX-X-0 Variable(1) $125,550.00 Xxxxx 00, 0000
XX-X-0 Variable(1) $96,570.00 Xxxxx 00, 0000
XX-X-0 Variable(1) $77,260.00 Xxxxx 00, 0000
XX-X-00 Variable(1) $3,862,995.48 Xxxxx 00, 0000
XX-XX-0 3.50% 0.00(2) Xxxxx 00, 0000
XX-XX-0 3.50% 0.00(3) Xxxxx 00, 0000
XX-XX-0 0.50% 0.00(2) Xxxxx 00, 0000
XX-XX-0 0.50% 0.00(3) March 25, 2032
2
MT-IO-5 0.75% 0.00(2) Xxxxx 00, 0000
XX-XX-0 0.75% 0.00(3) Xxxxx 00, 0000
XX-XX-0 0.75% 0.00(2) Xxxxx 00, 0000
XX-XX-0 0.75% 0.00(3) Xxxxx 00, 0000
XX-XX-0 Variable(1) $76,315,612.09 Xxxxx 00, 0000
XX-XX-0 Variable(1) $673,570.00 Xxxxx 00, 0000
XX-XX-0 Variable(1) $44,780.00 Xxxxx 00, 0000
XX-XX-0 Variable(1) $33,090.00 Xxxxx 00, 0000
XX-XX-0 Variable(1) $27,250.00 Xxxxx 00, 0000
XX-XX-0 Variable(1) $778,771.47 March 25, 2032
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC III Pass-Through Rate.
(2) REMIC III Regular Interests MT-IO-1, MT-IO-3, MT-IO-5 and MT-IO-7 do not have an Uncertificated Principal
Balance. For the purpose of calculating interest payments, interest will accrue on a notional amount initially equal to
$38,629,000.00.
(3) REMIC III Regular Interests MT-IO-2, MT-IO-4, MT-IO-6 and MT-IO-8 do not
have an Uncertificated Principal Balance. For the purpose of calculating
interest payments, interest will accrue on a notional amount initially
equal to $19,315,000.00.
REMIC IV
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC III Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC IV. The Class R-IV Certificates will represent the sole
class of "residual interests" in REMIC IV for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Maturity Date and initial ratings for each Class of
Certificates comprising the interests representing "regular interests" in REMIC
IV. The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC IV Regular Certificates shall be the 360th Distribution Date, except for
the Class A-I-IO Certificates for which it shall be the 30th Distribution Date.
3
Aggregate Initial
Certificate
Pass-Through- Principal
Designation Type Rate Balance Features Maturity Date Initial Ratings(7)
S&P Xxxxx'x
Senior/
Class A-I-1 Senior Adjustable(1)(2) $153,166,000.00 Adjustable Rate April 25, 2021 AAA Aaa
Class A-I-2 Senior 4.93 (2)% $ 77,217,000.00 Senior February 25, 2027 AAA Aaa
Class A-I-3 Senior 5.72(2)% $ 37,136,000.00 Senior March 25, 2029 AAA Aaa
Class A-I-4 Senior 6.55%(2)(3) $ 54,070,000.00 Senior/Insured March 25, 2032 AAA Aaa
Class A-I-5 Senior 6.03%(2) $ 34,766,000.00 Senior/Lockout March 25, 2032 AAA Aaa
0.00(6Senior/Interest
Only/Step-Down September 25,
Class A-I-IO Senior 5.50%(4) $ Rate 2004 AAA Aaa
Senior/
Class A-II Senior Adjustable(1)(2)(3) $ 67,357,000.00 Adjustable Rate March 25, 2032 AAA Aaa
Class M-I-1 Mezzanine 6.64%(2)(3) $ 12,555,000.00 Xxxxxxxxx Xxxxx 00, 0000 XX Aa2
Class M-I-2 Mezzanine 6.85%(2)(3) $ 9,657,000.00 Mezzanine March 25, 2032 A A2
Class M-I-3 Mezzanine 6.85%(2)(3) $ 7,726,000.00 Xxxxxxxxx Xxxxx 00, 0000 XXX Xxx0
Mezzanine/
Class M-II-1 Mezzanine Adjustable(1)(2)(3) $ 4,478,000.00 Adjustable Rate March 25, 2032 AA Aa2
Mezzanine/
Class M-II-2 Mezzanine Adjustable(1)(2)(3) $ 3,309,000.00 Adjustable Rate March 25, 2032 A A2
Mezzanine/
Class M-II-3 Mezzanine Adjustable(1)(2)(3) $ 2,725,000.00 Adjustable Rate March 25, 2032 BBB Baa2
Class SB-I Subordinate Adjustable(5) $ 3,273.87 Subordinate March 25, 2032 N/R N/R
Class SB-II Subordinate Adjustable(5) $ 4,073.56 Subordinate March 25, 2032 N/R N/R
Class R-I Residual N/A N/A Residual March 25, 2032 N/R N/R
Class R-II Residual N/A N/A Residual March 25, 2032 N/R N/R
Class R-III Residual N/A N/A Residual March 25, 2032 N/R N/R
Class R-IV Residual N/A N/A Residual March 25, 2032 N/R N/R
---------------
(1) Calculated in accordance with the definition of "Pass-Through Rate" herein.
(2) Subject to a cap as described in the definition of "Pass-Through Rate"
herein. Calculated in accordance with the definition of "Pass-Through Rate"
herein.
(3) On and after the second Distribution Date after the first possible Group
I Optional Termination Date, the Pass-Through Rate on the Class A-I-4,
Class M-I-1, Class M-I-2 and Class M-I-3 Certificates will increase by a
per annum rate equal to 0.50%. On and after the second Distribution Date
after the first possible Group II Optional Termination Date, the margin
on the Class A-II Certificates will double and the margin on the Class
M-II-1, Class M-II-2 and Class M-II-3 Certificates will increase by 1.5
times.
(4) The Pass-Through Rate for the Class A-I-IO Certificates will be 5.50%
per annum for the April 2002 through September 2002 Distribution Dates,
4.75% per annum for the October 2002 through March 2003 Distribution
Dates, 4.00% per annum for the April 2003 through September 2003
Distribution Dates, 3.50% per annum for the October 2003 through
September 2004 Distribution Dates, and 0.00% per annum thereafter. The
Class A-I-IO Certificates will only be entitled to interest for the
first 30 Distribution Dates.
(5) The Class SB Certificates will accrue interest as described in the
definition of Accrued Certificate Interest. The Class SB Certificates
will not accrue interest on their Certificate Principal Balance.
(6) The Class A-I-IO Certificates do not have a principal balance. For the
purpose of calculating interest payments, interest will accrue on a
notional amount equal to the lesser of (a) $57,944,000 for the April
2002 through March 2004 Distribution Dates, and $38,629,000 for the
April 2004 through September 2004 Distribution Dates and (b) the
aggregate principal balance of the Mortgage Loans in Loan Group I.
(7) The ratings on the Class A-I-4 Certificates have been determined without
regard to the Certificate Policy issued by the Certificate Insurer.
4
The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to approximately $386,296,274. The Group I Loans are fixed-rate, fully
amortizing and balloon payment, first lien mortgage loans having terms to
maturity at origination or modification of generally not more than 30 years or
in the case of approximately 14.9% of the Group I Loans, not more than 15 years.
The Group II Loans have an aggregate Cut-off Date Principal Balance equal to
approximately $77,873,073. The Group II Loans are adjustable-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination or
modification of generally not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
5
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date and
the Class A Certificates and Class M Certificates, interest accrued during the
preceding Interest Accrual Period on its Certificate Principal Balance or
Notional Amount, as applicable, immediately prior to such Distribution Date at
the related Pass-Through Rate less interest shortfalls from the Mortgage Loans,
if any, allocated thereto for such Distribution Date, to the extent not covered
by Group I or Group II Excess Cash Flow pursuant to Section 4.05 and, only with
respect to the Insured Certificates, by the Certificate Policy. Accrued
Certificate Interest on the Class A Certificates and Class M Certificates will
be reduced by:
(i) the interest portion (adjusted to the Net Mortgage Rate or Adjusted
Net Mortgage Rate, with respect to a Group I Loan (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) of Excess Losses
on the Group I Loans and the Group II Loans, respectively, to the extent
allocated to the related Class A Certificates or Class M Certificates,
(ii) the interest portion of Advances previously made with respect to a
Mortgage Loan or REO Property which remained unreimbursed following the
Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property that were made with respect to delinquencies that were
ultimately determined to be Excess Losses and
(iii) any other interest shortfalls on the Group I Loans and the Group
II Loans, respectively, not covered by Group I or Group II Excess Cash
Flow, including interest that is not collectible from the Mortgagor for
the related Due Period pursuant to the Relief Act or similar legislation
or regulations as in effect from time to time nor covered by
compensating interest,
with all such reductions allocated on the Group I Loans to the Class A-I
Certificates and Class M-I Certificates on a pro rata basis, and allocated on
the Group II Loans to the Class A-II Certificates and Class M-II Certificates on
pro rata basis, in reduction of the Accrued Certificate Interest which would
have resulted absent such reductions.
With respect to each Distribution Date and the Class SB Certificates,
interest accrued during the preceding Interest Accrual Period at the related
Pass-Through Rate on the Notional Amount as specified in the definition of
Pass-Through Rate, immediately prior to such Distribution Date in each case,
reduced by any interest shortfalls with respect to the related Loan Group
including Prepayment Interest Shortfalls to the extent not covered by
Compensating Interest pursuant to Section 3.16 or by Group I or Group II Excess
Cash Flow pursuant to clauses (xi) and (xii) of Section 4.02(c) and (d).
6
In addition, Accrued Certificate Interest with respect to each Distribution
Date, as to the Class SB Certificates, shall be reduced by an amount equal to
the interest portion of Realized Losses allocated to the Group I
Overcollateralization Amount or Group II Overcollateralization Amount, as
applicable, pursuant to Section 4.05 hereof. Accrued Certificate Interest on the
Class A-I Certificates (other than the Class A-I-1 Certificates), Class M-I
Certificates and Class SB-I Certificates shall accrue on the basis of a 360-day
year consisting of twelve 30-day months. Accrued Certificate Interest on the
Class A-I-1 Certificates, Class A-II Certificates, Class M-II Certificates and
Class SB- II Certificates shall accrue on the basis of a 360-day year and the
actual number of days in the related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjusted Net Mortgage Rate: With respect to any Group I Loan, (a) the
related Net Mortgage Rate minus (b) the Certificate Insurer Premium Rate times a
fraction equal to (x) the aggregate Certificate Principal Balance of the Insured
Certificates as of such date over (y) the aggregate Stated Principal Balance of
the Group I Loans.
Adjustment Date: As to each adjustable rate Mortgage Loan, each date set
forth in the related Mortgage Note on which an adjustment to the interest rate
on such Mortgage Loan becomes effective.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the Due Date in the related Due
Period.
7
Appraised Value: As to any Mortgaged Property, one of the following: (i)
the lesser of (a) the appraised value of such Mortgaged Property based upon the
appraisal made at the time of the origination of the related Mortgage Loan, and
(b) the sales price of the Mortgaged Property at such time of origination, (ii)
in the case of a Mortgaged Property securing a refinanced or modified Mortgage
Loan, one of (1) the appraised value based upon the appraisal made at the time
of origination of the loan which was refinanced or modified, (2) the appraised
value determined in an appraisal made at the time of refinancing or modification
or (3) the sales price of the Mortgaged Property, or (iii) with respect to the
Mortgage Loans for which a broker's price opinion was obtained, the value
contained in such opinion.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Depositor relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
---------------
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Basis Risk Shortfall: With respect to the Class A-II Certificates and
Class M-II Certificates and any Distribution Date for which the Pass-Through
Rate for such Certificates is equal to the Group II Net WAC Cap Rate, the
excess, if any, of (x) Accrued Certificate Interest on the Class A-II
8
Certificates or Class M-II Certificates, as applicable, for such Distribution
Date, using the lesser of (a) LIBOR plus the related Margin, as calculated for
such Distribution Date, and (b) the Maximum Group II Rate, over (y) Accrued
Certificate Interest on the Class A-II Certificates or Class M-II Certificates,
as applicable, for such Distribution Date at the Group II Net WAC Cap Rate.
Basis Risk Shortfall Carry-Forward Amount: With respect to the Class
A-II Certificates and Class M-II Certificates and each Distribution Date, the
sum of (a) the aggregate amount of Basis Risk Shortfall for such Class on such
Distribution Date which is not covered on such Distribution Date by payments
from the Reserve Fund plus (b) any Basis Risk Shortfall Carry-Forward Amount for
such Class remaining unpaid from the preceding Distribution Date, plus (c) one
month's interest on the amount in clause (b) (based on the number of days in the
preceding Interest Accrual Period) at a rate equal to the lesser of (i) LIBOR
plus the related Margin for such Distribution Date and (ii) the Maximum Group II
Rate.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the States of New York, Minnesota, Illinois
or Michigan (and such other state or states in which the Custodial Account or
the Certificate Account are at the time located) are required or authorized by
law or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class SB
Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "Bank One, National
Association, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates,
Series 2002-RS2" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register and, in respect of the Insured
Certificates, the Certificate Insurer to the extent of Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a Non-United
9
States Person shall be a holder of a Class R Certificate for any purpose hereof.
Solely for the purpose of giving any consent or direction pursuant to this
Agreement, any Certificate, other than a Class R Certificate, registered in the
name of the Depositor, the Master Servicer or any Subservicer or any Affiliate
thereof shall be deemed not to be outstanding and the Percentage Interest or
Voting Rights evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting Rights necessary
to effect any such consent or direction has been obtained. All references herein
to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register. Unless otherwise indicated in this Agreement, the
Custodial Agreement or the Assignment Agreement, whenever reference is made to
the actions taken by the Trustee on behalf of the Certificateholders, such
reference shall include the Certificate Insurer as long as there is no
Certificate Insurer Default continuing.
Certificate Insurance Account: The account established pursuant to Section
12.02(b) hereof.
Certificate Insurance Payment: Any payment made by the Certificate Insurer
with respect to any Insured Certificates under the Certificate Policy.
Certificate Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance corporation or its successors in interest.
Certificate Insurer Default: The existence and continuance of any
failure by the Certificate Insurer to make a payment required under the
Certificate Policy in accordance with its terms.
Certificate Insurer Premium: With respect to the Class A-I-4
Certificates, the premium payable to the Certificate Insurer on each
Distribution Date in an amount equal to one-twelfth of the product of the
related Certificate Insurer Premium Rate and the Certificate Principal Balance
of the Class A-I-4 Certificates immediately prior to such Distribution Date.
Certificate Insurer Premium Rate: The per annum rate specified in the
Certificate Policy.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Policy: The Certificate Guaranty Insurance Policy No. AB0546BE
issued by the Certificate Insurer in respect of the Insured Certificates,
including any endorsements thereto, a copy of which is attached hereto as
Exhibit Q.
Certificate Principal Balance: With respect to any Class A Certificate
or Class M Certificate (other than a Class A-I-IO Certificate), on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate
10
(or any predecessor Certificate) (including such amounts paid pursuant to the
Certificate Policy) and applied to reduce the Certificate Principal Balance or
amount thereof pursuant to Sections 4.02(c) or 4.02(d) and (y) the aggregate of
all reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided,
however, that solely for purposes of determining the Certificate Insurer's
rights as subrogee to the Insured Certificateholders, the Certificate Principal
Balance of any Insured Certificate shall be deemed not to be reduced by any
principal amounts paid to the Holder thereof from Certificate Insurance
Payments, unless such amounts have been reimbursed to the Certificate Insurer
pursuant to Section 4.02(c)(xviii). With respect to each Class SB-I Certificate,
on any date of determination, an amount equal to the Percentage Interest
evidenced by such Certificate times an amount equal to (i) the excess, if any,
of (A) the then aggregate Stated Principal Balance of the Group I Loans over (B)
the then aggregate Certificate Principal Balance of the Class A-I Certificates
and Class M-I Certificates then outstanding, plus (ii) any Group I Diverted
Excess Spread and minus (iii) any Group II Diverted Excess Spread. With respect
to each Class SB-II Certificate, on any date of determination, an amount equal
to the Percentage Interest evidenced by such Certificate times an amount equal
to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of
the Group II Loans over (B) the then aggregate Certificate Principal Balance of
the Class A-II Certificates and Class M-II Certificates then outstanding, plus
(ii) any Group II Diverted Excess Spread and minus (iii) any Group I Diverted
Excess Spread. The Class A-I-IO Certificates and Class R Certificates will not
have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I or Class A-II Certificates.
Class A-I Certificates: Any one of the Class A-I-1, Class A-I-2, Class
A-I-3, Class A-I-4, Class A-I-5 or Class A-I-IO Certificates.
Class A-I Interest Distribution Amount: As defined in Section 4.02(c)(i).
Class A-I Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the Group I Principal Distribution Amount for that
Distribution Date or (ii) on or after the Group I Stepdown Date if a Group I
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the Group I Principal Distribution Amount for that Distribution
Date; and
(ii) the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class A-I Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1)
the applicable Subordination Percentage and (2) the aggregate
Stated
11
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-I-5 Lockout Distribution Amount: For any Distribution Date, the
product of (x) the Class A-I-5 Lockout Percentage for that Distribution Date and
(y) the Class A-I-5 Pro Rata Distribution Amount for that Distribution Date. In
no event shall the Class A-I-5 Lockout Distribution Amount for a Distribution
Date exceed the Principal Distribution Amount for Loan Group I for that
Distribution Date.
12
Class A-I-5 Lockout Percentage: For each Distribution Date, the applicable
percentage set forth below:
(i) for any Distribution Date from April 2002 through and including
March 2005, 0%,
(ii) for any Distribution Date from April 2005 through and including
March 2007, 45%,
(iii)for any Distribution Date from April 2007 through and including
March 2008, 80%,
(iv) for any Distribution Date from April 2008 through and including
March 2009, 100%, and
(v) for any Distribution Date on or after April 2009, 300%.
Class A-I-5 Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-I-5 Certificates immediately prior
to that Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date and (y) the Class A-I Principal Distribution Amount for
that Distribution Date.
Class A-I-IO Certificate: Any one of the Class A-I-IO Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-II Certificate: Any one of the Class A-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A, senior to the Class M-II Certificates,
Class SB-II Certificates and Class R-IV Certificates with respect to
distributions and the allocation of Realized Losses in respect of Loan Group II
as set forth in Section 4.05, and (i) evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the
right to receive the Basis Risk Shortfall Carry- Forward Amount from the Reserve
Fund.
Class A-II Interest Distribution Amount: As defined in Section 4.02(d)(i).
Class A-II Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the Group II Principal Distribution Amount for that
Distribution Date or (ii) on or after the Group II Stepdown Date if a Group II
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the Group II Principal Distribution Amount for that
Distribution Date; and
13
(ii) the excess, if any, of (A) the aggregate Certificate
Principal Balance of the Class A-II Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class M Certificates: Any one of the Class M-I or Class M-II Certificates.
Class M-I Certificates: Any one of the Class M-I-1, Class M-I-2 or Class
M-I-3 Certificates.
Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-2, Class M-I-3, Class SB-I and Class R-IV Certificates with respect to
distributions and the allocation of Realized Losses in respect of Loan Group I
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class M-I-1 Interest Distribution Amount: As defined in Section
4.02(c)(ii).
Class M-I-1 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event
is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates (after
taking into account the payment of the Class A-I Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-I-1 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-3, Class SB-I and Class R-IV Certificates with respect to distributions and
the allocation of Realized Losses in respect of Loan Group I as set forth in
Section 4.05, and
14
evidencing an interest designated as a "regular interest" in REMIC IV for
purposes of the REMIC Provisions.
Class M-I-2 Interest Distribution Amount: As defined in Section
4.02(c)(iii).
Class M-I-2 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount and the Class M- I-1 Principal Distribution Amount or (ii) on or after
the Group I Stepdown Date if a Group I Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount and the Class M-I-1 Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates and Class
M-I-1 Certificates (after taking into account the payment of the Class
A-I Principal Distribution Amount and the Class M-I-1 Principal
Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-I-2 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC IV
for purposes of the REMIC Provisions.
Class M-I-3 Interest Distribution Amount: As defined in Section
4.02(c)(iv).
Class M-I-3 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2
Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a
Group I Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount and
the Class M-I-2 Principal Distribution Amount; and
15
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates, Class M-I-1
Certificates and Class M-I-2 Certificates (after taking into account the
payment of the Class A-I Principal Distribution Amount, the Class M-I-1
Principal Distribution Amount and the Class M-I-2 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M- I-3 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class M-II Certificates: Any one of the Class M-II-1, Class M-II-2 or Class
M-II-3 Certificates.
Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-2, Class M-II-3, Class SB-II and Class R-IV Certificates with respect to
distributions and the allocation of Realized Losses in respect of Loan Group II
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class M-II-1 Interest Distribution Amount: As defined in Section
4.02(d)(ii).
Class M-II-1 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount or (ii) on or after the Group II Stepdown Date if a Group II Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates (after
taking into account the payment of the Class A-II Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-II-1 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group II Loans after giving effect to
distributions to be made that Distribution Date, less the related
Overcollateralization Floor.
Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit B,
16
senior to the Class M-II-3, Class SB-II and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
II as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class M-II-2 Interest Distribution Amount: As defined in Section
4.02(d)(iii).
Class M-II-2 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount and the Class M-II-1 Principal Distribution Amount or (ii) on or after
the Group II Stepdown Date if a Group II Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount and the Class M-II-1 Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates and Class
M-II-1 Certificates (after taking into account the payment of the Class
A-II Principal Distribution Amount and the Class M-II-1 Principal
Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-II-2 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group II Loans after giving effect to
distributions to be made that Distribution Date, less the related
Overcollateralization Floor.
Class M-II-3 Certificate: Any one of the Class M-II-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class SB-II
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class M-II-3 Interest Distribution Amount: As defined in Section
4.02(d)(iv).
Class M-II-3 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount, the Class M-II-1 Principal Distribution Amount and the Class M-II-2
Principal Distribution Amount or (ii) on or after the Group II Stepdown Date if
a Group II Trigger Event is not in effect for that Distribution Date, the lesser
of:
17
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount, the Class M-II-1 Principal Distribution Amount and
the Class M-II-2 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates, Class
M-II-1 Certificates and Class M-II-2 Certificates (after taking into
account the payment of the Class A-II Principal Distribution Amount, the
Class M-II-1 Principal Distribution Amount and the Class M-II-2
Principal Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M- II-3 Certificates
immediately prior to that Distribution Date over (B) the lesser of (x)
the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Group II Loans after giving
effect to distributions to be made on that Distribution Date and (y) the
aggregate Stated Principal Balance of the Group II Loans after giving
effect to distributions to be made that Distribution Date, less the
related Overcollateralization Floor.
Class R Certificate: Any one of the Class R-I, Class R-II, Class R-III or
Class R-IV Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-IV Certificate: Any one of the Class R-IV Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC IV for purposes of the REMIC Provisions.
Class SB Certificates: Any one of the Class SB-I and Class SB-II
Certificates.
Class SB-I Certificate: Any one of the Class SB-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit C, subordinate to the Class A-I Certificates
and Class M-I Certificates with respect to distributions and the allocation of
Realized Losses in respect of Loan Group I as set forth in Section 4.05, and
18
evidencing an interest designated as a "regular interest" in REMIC IV for
purposes of the REMIC Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, subordinate to the Class
A-II Certificates and Class M-II Certificates with respect to distributions and
the allocation of Realized Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Closing Date: March 27, 2002.
------------
Code: The Internal Revenue Code of 1986.
----
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full or Curtailments during the related Prepayment Period, but not more than the
lesser of (a) one-twelfth of 0.125% of the Stated Principal Balance of the
Mortgage Loans immediately preceding such Distribution Date and (b) the sum of
the Servicing Fee, all income and gain on amounts held in the Custodial Account
and the Certificate Account and payable to the Certificateholders with respect
to such Distribution Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi), in each case
with respect to the related Loan Group; provided that for purposes of this
definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of Section
7.02(a).
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
19
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 0 Xxxx Xxx Xxxxx, Xxxxx XX-0000, Xxxxxxx, Xxxxxxxx
00000-0000, Attention: RAMP, Series 2002-RS2.
Cumulative Insurance Payments: As of any time of determination, the
aggregate amount of all Certificate Insurance Payments previously paid by the
Certificate Insurer under the Certificate Policy minus (a) the aggregate of all
payments previously made to the Certificate Insurer pursuant to Section
4.02(c)(xviii) hereof as reimbursement for Certificate Insurance Payments.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: March 1, 2002.
Cut-off Date Balance: The Group I Cut-off Date or the Group II Cut-off Date
Balance.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
March 2002), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with
20
any scheduled Monthly Payment that constitutes a permanent forgiveness of
principal, which valuation or reduction results from a proceeding under the
Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the next following monthly
scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a
payment due on any scheduled due date remains unpaid as of the close of business
on the second following monthly scheduled due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1 that remained unpaid as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date. As used hereunder, a Mortgage Loan that is a Re-Performing
Loan is not Delinquent so long as that Mortgage Loan is making timely payments
under the related repayment plan or bankruptcy plan, and the length of
delinquency of any such Mortgage Loan at any time for purposes of this Agreement
shall be as of the time such Mortgage Loan became delinquent with respect to the
related plan or agreement, and only with respect to the related Monthly Payment.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(5) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are
21
subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income) and (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified
Organization also includes any "electing large partnership," as defined in
Section 775(a) of the Code and any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause any REMIC or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account
and the Reserve Fund, a trust account or accounts maintained in the corporate
trust division of Bank One, National Association, or (v) an account or accounts
of a depository institution acceptable to each Rating Agency (as evidenced in
writing by each Rating Agency that use of any such account as the Custodial
Account or the Certificate Account will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency).
22
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Loss: A Group I Excess Loss or Group II Excess Loss.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combatting or defending against an actual,
impending or expected attack;
1. by any government or sovereign power, de jure or defacto,
or by any authority maintaining or using military, naval or air
forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces; or
4. any weapon of war employing atomic fission or radioactive
force whether in time of peace or war; or
5. insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering,
combatting or defending against such an occurrence, seizure or
destruction under quarantine or customs regulations, confiscation
by order of any government or public authority; or risks of
contraband or illegal transportation or trade.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
23
FHA: The Federal Housing Administration, or its successor.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of
the Certificates, as follows: with respect to the Class A-I-1 Certificates,
April 25, 2021; with respect to the Class A-I-2 Certificates, February 25, 2027;
with respect to the Class A-I-3 Certificates, March 25, 2029; with respect to
the Class A-I-IO Certificates, September 25, 2004; and with respect to the Class
A-I-4, Class A-I-5, Class A-II, Class M-I-1, Class M-I-2, Class M-I-3, Class
M-II-1, Class M-II-2 and Class M-II-3 Certificates, March 25, 2032. No event of
default under this Agreement will arise or become applicable solely by reason of
the failure to retire the entire Certificate Principal Balance of any Class of
Class A Certificates or Class M Certificates on or before its Final Scheduled
Distribution Date.
Fitch: Fitch, Inc.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Gross Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until
the next Adjustment Date.
Group I Adjusted Net WAC Actual/360 Rate: With respect to any
Distribution Date, the product of (i) the Group I Adjusted Net WAC Rate and (ii)
a fraction equal to 30 divided by the actual number of days in the related
Interest Accrual Period.
24
Group I Adjusted Net WAC Rate: For the April 2002 Distribution Date
through the September 2004 Distribution Date, a per annum rate equal to (1) the
weighted average of the Adjusted Net Mortgage Rates of the Group I Loans as of
the related Due Date in the month preceding the month in which such Distribution
Date occurs minus (2) the Pass-Through Rate for the Class A-I-IO Certificates
for such Distribution Date multiplied by a fraction, the numerator of which is
(x) the Notional Amount of the Class A-I-IO Certificates immediately prior to
such Distribution Date, and the denominator of which is (y) the aggregate Stated
Principal Balance of the Group I Loans as of the end of the calendar month
preceding the month in which such Distribution Date occurs. For any subsequent
Distribution Date, a per annum rate equal to the weighted average of the
Adjusted Net Mortgage Rates of the Group I Loans as of the related Due Date in
the month preceding the month in which such Distribution Date occurs. For
federal income tax purposes, however, the equivalent of the foregoing, expressed
as a per annum rate (but not less than zero) equal to the weighted average of
(x) the Uncertificated REMIC I Pass-Through Rate with respect to REMIC I Regular
Interest LT-A-1 for such Distribution Date; (y) the excess, if any, of (i) the
Uncertificated REMIC I Pass-Through Rate with respect to REMIC I Regular
Interest LT-A-2 for such Distribution Date over (ii) (A) in the case of the
Distribution Date in April 2002 through the Distribution Date in September 2002,
5.50% per annum, (B) in the case of the Distribution Date in October 2002
through the Distribution Date in March 2003, 4.75% per annum, (C) in the case of
the Distribution Date in April 2003 through the Distribution Date in September
2003, 4.00% per annum, (D) in the case of the Distribution Date in October 2003
through the Distribution Date in September 2004, 3.50% per annum and (E) in the
case of any Distribution Date thereafter, 0.00% per annum; and (z) the excess,
if any, of (i) the Uncertificated REMIC I Pass-Through Rate with respect to
REMIC I Regular Interest LT-A-3 for such Distribution Date over (ii) (A) in the
case of the Distribution Date in April 2002 through the Distribution Date in
September 2002, 5.50% per annum, (B) in the case of the Distribution Date in
October 2002 through the Distribution Date in March 2003, 4.75% per annum, (C)
in the case of the Distribution Date in April 2003 through the Distribution Date
in September 2003, 4.00% per annum, (D) in the case of the Distribution Date in
October 2003 through the Distribution Date in September 2004, 3.50% per annum
(E) in the case of any Distribution Date thereafter, 0.00% per annum; weighted,
in the case of clause (x), on the basis of the Uncertificated Principal Balance
of REMIC I Regular Xxxxxxxx XX-X-0, in the case of clause (y), on the basis of
the aggregate Uncertificated Principal Balance of REMIC I Regular Xxxxxxxx
XX-X-0, and in the case of clause (z), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interest LT-A-3,
respectively.
Group I Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group I Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group I Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group I Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group I Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group I Loans and (v) any amount deposited in the Certificate Account
pursuant to Section 4.07 or 9.01 in respect of the Group I Loans, reduced by (b)
the sum as of the close of business on the immediately preceding Determination
Date of (w) any payments or collections consisting of prepayment charges
25
on the Group I Loans that were received during the related Prepayment Period,
(x) the Amount Held for Future Distribution with respect to the Group I Loans,
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Group I Loans pursuant to clauses (ii)-(x), inclusive,
of Section 3.10(a) and (z) the Certificate Insurer Premium payable with respect
to the Insured Certificates on such Distribution Date.
Group II Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group II Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group II Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group II Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group II Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group II Loans and (v) any amount deposited in the Certificate Account
pursuant to Section 4.07 or 9.01 in respect of the Group II Loans, reduced by
(b) the sum as of the close of business on the immediately preceding
Determination Date of: (w) any payments or collections consisting of prepayment
charges on the Group II Loans that were received during the related Prepayment
Period, (x) the Amount Held for Future Distribution with respect to the Group II
Loans and (y) amounts permitted to be withdrawn by the Master Servicer from the
Custodial Account in respect of the Group II Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Group I Bankruptcy Amount: As of any date of determination, an amount
equal to $188,208, less the sum of any amounts allocated through Section 4.05
for Bankruptcy Losses on the Group I Loans up to such date of determination. The
Group I Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to the Class A-I Certificates and Class M-I Certificates by such
Rating Agency below the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating Agency without taking
into account the Certificate Policy in the case of the Insured Certificates, and
(ii) provide a copy of such written confirmation to the Trustee.
Group II Bankruptcy Amount: As of any date of determination, an amount
equal to $100,000, less the sum of any amounts allocated through Section 4.05
for Bankruptcy Losses on the Group II Loans up to such date of determination.
The Group II Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to the Class A-II Certificates and Class M-II Certificates by
such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency, and
(ii) provide a copy of such written confirmation to the Trustee.
Group I Cut-off Date Balance: $386,296,273.87.
26
Group II Cut-off Date Balance: $77,873,073.56.
Group I Diverted Excess Spread: Any amount otherwise payable as Accrued
Certificate Interest on the Class SB-I Certificate that, pursuant to Section
4.02(c), is used to increase the Group II Overcollateralization Amount or is
used to offset Realized Losses on any Group II Loans. Any reduction in the Group
II Overcollateralization Amount shall first reduce the Group I Diverted Excess
Spread until it is reduced to zero. In the event of a distribution in respect of
a Group II Overcollateralization Reduction Amount to the Class SB-I
Certificates, such reduction shall be deemed to be applied to reduce any Group I
Diverted Excess Spread. No interest will accrue on the Group I Diverted Excess
Spread.
Group II Diverted Excess Spread: Any amount otherwise payable as Accrued
Certificate Interest on the Class SB-II Certificate that, pursuant to Section
4.02(d), is used to increase the Group I Overcollateralization Amount or is used
to offset Realized Losses on any Group I Loans. Any reduction in the Group I
Overcollateralization Amount shall first reduce the Group II Diverted Excess
Spread until it is reduced to zero. In the event of a distribution in respect of
a Group I Overcollateralization Reduction Amount to the Class SB-II Certificates
such reduction shall be deemed to be applied to reduce any the Group II Diverted
Excess Spread. No interest will accrue on the Group II Diverted Excess Spread.
Group I Excess Bankruptcy Loss: With respect to the Group I Loans, any
Bankruptcy Loss on the Group I Loans, or portion thereof, which exceeds the
then-applicable Group I Bankruptcy Amount.
Group II Excess Bankruptcy Loss: With respect to the Group II Loans, any
Bankruptcy Loss on the Group II Loans, or portion thereof, which exceeds the
then-applicable Group II Bankruptcy Amount.
Group I Excess Cash Flow: With respect to the Group I Loans and any
Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group
I Available Distribution Amount for that Distribution Date over (ii) the sum of
(a) the Group I Interest Distribution Amount for that Distribution Date and (b)
the Group I Principal Remittance Amount for that Distribution Date and (B) the
Group I Overcollateralization Reduction Amount, if any, for that Distribution
Date.
Group II Excess Cash Flow: With respect to the Group II Loans and any
Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group
II Available Distribution Amount for that Distribution Date over (ii) the sum of
(a) the Group II Interest Distribution Amount for that Distribution Date and (b)
the Group II Principal Remittance Amount for that Distribution Date and (B) the
Group II Overcollateralization Reduction Amount, if any, for that Distribution
Date.
Group I Excess Fraud Loss: With respect to the Group I Loans, any Fraud
Loss on the Group I Loans, or portion thereof, which exceeds the then-applicable
Group I Fraud Loss Amount.
Group II Excess Fraud Loss: With respect to the Group II Loans, any
Fraud Loss on the Group II Loans, or portion thereof, which exceeds the
then-applicable Group II Fraud Loss Amount.
27
Group I Excess Loss: Any Group I Excess Fraud Loss, Group I Excess
Special Hazard Loss, Group I Excess Bankruptcy Loss or Group I Extraordinary
Loss.
Group II Excess Loss: Any Group II Excess Fraud Loss, Group II Excess
Special Hazard Loss, Group II Excess Bankruptcy Loss or Group II Extraordinary
Loss.
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount.
Group I Excess Special Hazard Loss: With respect to the Group I Loans,
any Special Hazard Loss on the Group I Loans, or portion thereof, that exceeds
the then-applicable Group I Special Hazard Amount.
Group II Excess Special Hazard Loss: With respect to the Group II Loans,
any Special Hazard Loss on the Group II Loans, or portion thereof, that exceeds
the then-applicable Group II Special Hazard Amount.
Group I Extraordinary Losses: Any loss incurred on a Group I Loan caused by
or resulting from an Extraordinary Event.
Group II Extraordinary Losses: Any loss incurred on a Group II Loan caused
by or resulting from an Extraordinary Event.
Group I Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an amount equal to (X) prior to the first anniversary of the
Cut-off Date an amount equal to 3.00% of the aggregate outstanding principal
balance of all of the Group I Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group I Loans allocated through Subordination, in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, (Y) from the first to the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Group I Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding principal balance of all of the Group I Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group I Loans
allocated through Subordination, in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination, and (Z)
from the second to the fifth anniversary of the Cut-off Date, an amount equal to
(1) the lesser of (a) the Group I Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding
principal balance of all of the Group I Loans as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud Losses on the Group I Loans allocated
through Subordination, in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date the Group I Fraud Loss Amount shall be
zero.
28
The Group I Fraud Loss Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Class A-I Certificates and Class M-II
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency, without taking into account the Certificate Policy with respect to the
Insured Certificates.
Group II Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an amount equal to (X) prior to the first anniversary of the
Cut-off Date an amount equal to 3.00% of the aggregate outstanding principal
balance of all of the Group II Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group II Loans allocated through Subordination, in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, (Y) from the first to the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Group II Fraud Loss Amount as of
the most recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding principal balance of all of the Group II Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group II Loans
allocated through Subordination, in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination, and (Z)
from the second to the fifth anniversary of the Cut-off Date, an amount equal to
(1) the lesser of (a) the Group II Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding
principal balance of all of the Group II Loans as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud Losses on the Group II Loans allocated
through Subordination, in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date the Group II Fraud Loss Amount shall
be zero. The Group II Fraud Loss Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Class A-II Certificates and Class M-II
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency.
Group I Interest Distribution Amount: The sum of the Class A-I, Class
M-I-1, Class M-I-2 and Class M-I-3 Interest Distribution Amounts.
Group II Interest Distribution Amount: The sum of the Class A-II, Class
M-II-1, Class M-II-2 and Class M-II-3 Interest Distribution Amounts.
Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-1.
Group II Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-2.
Group I Marker Rate: With respect to the Class SB-I Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC III Pass- Through Rates for REMIC III Regular
Interest MT-I-2, REMIC III Regular Interest MT-I-3, REMIC III Regular Interest
MT-I-4, REMIC III Regular Interest MT-I-5, REMIC III Regular Interest MT-I-6,
REMIC III Regular Interest MT-I-7, REMIC III Regular Interest MT-I-8, REMIC III
Regular Interest MT-I-9 and REMIC III Regular Interest MT-I-10, with the rate on
REMIC III Regular Interest MT-I- 2 subject to a cap equal to the lesser of (a)
LIBOR plus 0.16% and (b) the Group I Adjusted Net WAC Rate Actual/360 for the
purpose of this calculation; with the rate on REMIC III Regular Interest MT-I-3
subject to a cap equal to the lesser of (a) 4.93% per annum and (b) the Group I
Adjusted Net WAC Rate; with the rate on REMIC III Regular Interest MT-I-4
subject to a cap equal to the lesser of (a) 5.72% per annum and (b) the Group I
Adjusted Net WAC Rate for the purpose of this calculation; with the rate on
REMIC III Regular Interest MT-I-5 subject to a cap equal to the lesser of (a)
(i) before the second Distribution Date after the first possible Group I
Optional Termination Date, 6.55% per annum or (ii) on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
7.05% per annum and (b) the Group I Adjusted Net WAC Rate for purposes of this
calculation; with the rate on REMIC III Regular Interest MT-I-6 subject to a cap
equal to the lesser of (a) 6.03% per annum and (b) the Group I Adjusted Net WAC
Rate for purposes of this calculation; with the rate on REMIC III Regular
Interest MT-I-7 subject to a cap equal to the lesser of (a) 6.64% per annum or
(ii) on or after the second Distribution Date after the first possible Group I
Optional Termination Date, 7.14% per annum and (b) the Group I Adjusted Net WAC
Rate for purposes of this calculation; with the rate on REMIC III Regular
Interest MT-I-8 subject to a cap equal to the lesser of (a) (i) before the
second Distribution Date after the first possible Group I Optional Termination
Date, 6.85% per annum or (ii) on or after the second Distribution Date after the
first possible Group I Optional Termination Date, 7.35% per annum and (b) the
Group I Adjusted Net WAC Rate for purposes of this calculation; with the rate on
REMIC III Regular Interest MT-I-9 subject to a cap equal to the lesser of (a)
(i) before the second Distribution Date after the first possible Group I
Optional Termination Date, 6.85% per annum or (ii) on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
7.35% per annum and (b) the Group I Adjusted Net WAC Rate for purposes of this
calculation; and with the rate on REMIC III Regular Interest MT-I-10 subject to
a cap of zero for the purpose of this calculation.
Group II Marker Rate: With respect to the Class SB-II Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC III Pass- Through Rates for REMIC III
Regular Interest MT-II-2, REMIC III Regular Interest MT-II-3, REMIC III Regular
Interest MT-II-4, REMIC III Regular Interest MT-II-5 and REMIC III Regular
Interest MT-II-6, with the rate on REMIC III Regular Interest MT-I-2 subject to
a cap equal to the least of (a) (i) before the second Distribution Date after
the first possible Group II Optional Termination Date, LIBOR plus 0.29% or (ii)
on or after the second Distribution Date after the first possible Group II
Optional Termination Date, LIBOR plus 0.58%, (b) 14.00% per annum and (c) the
Group II Net WAC Cap Rate for the purpose of this calculation; with the rate on
REMIC III Regular Interest MT-I-3 subject to a cap equal to the least of (a) (i)
before the second Distribution Date after the first possible Group II Optional
Termination Date, LIBOR plus 0.80% or (ii) on or after the second Distribution
Date after the first possible Group II Optional Termination Date, LIBOR plus
1.20%, (b) 14.00% per annum and (c) the Group II Net WAC Cap Rate for the
purpose of this calculation; with the rate on REMIC III Regular Interest MT-I-4
subject to a cap equal to the least of (a) (i) before the second Distribution
Date after the first possible Group II Optional Termination Date, LIBOR plus
1.35% or (ii) on or after the second Distribution Date after the first possible
Group
29
II Optional Termination Date, LIBOR plus 2.025%, (b) 14.00% per annum and (c)
the Group II Net WAC Cap Rate for the purpose of this calculation; with the rate
on REMIC III Regular Interest MT- I-5 subject to a cap equal to the least of (a)
(i) before the second Distribution Date after the first possible Group II
Optional Termination Date, LIBOR plus 1.90% or (ii) on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
LIBOR plus 2.85%, (b) 14.00% per annum and (c) the Group II Net WAC Cap Rate for
the purpose of this calculation; with the rate on REMIC III Regular Interest
MT-I-6 subject to a cap of zero for the purpose of this calculation.
Group I Net WAC Cap Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Adjusted Net Mortgage Rates (or,
if applicable, the Modified Net Mortgage Rates) on the Group I Loans as of the
end of the calendar month immediately preceding the month in which such
Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances thereof immediately preceding such Distribution Date.
Group II Net WAC Cap Rate: With respect to any Distribution Date, the
product of (i) a per annum rate equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group
II Loans as of the end of the calendar month immediately preceding the month in
which such Distribution Date occurs, weighted on the basis of the respective
Stated Principal Balances thereof immediately preceding such Distribution Date
and (ii) a fraction equal to 30 divided by the actual number of days in the
related Interest Accrual Period.
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group I Loans is less than 10.00% of the
Group I Cut-off Date Balance.
Group II Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group II Loans is less than 10.00% of the
Group II Cut-off Date Balance.
Group I Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the
Group I Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-I Certificates (other than the Class A-IO Certificates) and Class
M-I Certificates immediately prior to such date.
Group II Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the
Group II Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-II Certificates and Class M-II Certificates immediately prior to
such date.
Group I Overcollateralization Increase Amount: With respect to (a) the
first three Distribution Dates, $0, and (b) any Distribution Date after the
first three Distribution Dates, an amount equal to the lesser of (i) the Group I
Excess Cash Flow for that Distribution Date available to make payments pursuant
to Section 4.02(c)(ix) plus the Group I Excess Cash Flow for such Distribution
Date
30
available to make payments pursuant to Section 4.02(d)(viii) and (x), and (ii)
the excess, if any, of (x) the Group I Required Overcollateralization Amount for
that Distribution Date over (y) the Group I Overcollateralization Amount for
that Distribution Date.
Group II Overcollateralization Increase Amount: With respect to (a) the
first six Distribution Dates, $0, and (b) any Distribution Date after the first
six Distribution Dates, an amount equal to the lesser of (i) the Group II Excess
Cash Flow for that Distribution Date available to make payments pursuant to
Section 4.02(d)(ix) plus the Group II Excess Cash Flow for such Distribution
Date available to make payments pursuant to Section 4.02(c)(viii) and (x), and
(ii) the excess, if any, of (x) the Group II Required Overcollateralization
Amount for that Distribution Date over (y) the Group II Overcollateralization
Amount for that Distribution Date.
Group I Overcollateralization Reduction Amount: With respect to any
Distribution Date for which the Group I Excess Overcollateralization Amount is,
or would be, after taking into account all other distributions to be made on
that Distribution Date, greater than zero, an amount equal to the lesser of (i)
the Group I Excess Overcollateralization Amount for that Distribution Date and
(ii) the Group I Principal Remittance Amount for that Distribution Date.
Group II Overcollateralization Reduction Amount: With respect to any
Distribution Date for which the Group II Excess Overcollateralization Amount is,
or would be, after taking into account all other distributions to be made on
that Distribution Date, greater than zero, an amount equal to the lesser of (i)
the Group II Excess Overcollateralization Amount for that Distribution Date and
(ii) the Group II Principal Remittance Amount for that Distribution Date.
Group I Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group I Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group II Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group II Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group I Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) the Group I Available
Distribution Amount over (y) the Group I Interest Distribution Amount and (ii)
any Group II Excess Cash Flow used to pay principal on the Group I Certificates
pursuant to Section 4.02(d)(vii), (viii) and (x) and (b) the sum of: (i) the
principal portion of each Monthly Payment received or Advanced with respect to
the related Due Period on each Outstanding Mortgage Loan that is a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan repurchased during the
related Prepayment Period (or deemed to have been so repurchased in accordance
with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial Account in connection with
the substitution of a Deleted Mortgage Loan that is a Group I Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period; (iii) the principal
portion of all other unscheduled collections on the Group I Loans (including,
without limitation, Principal Prepayments in Full, Curtailments, Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received during the related
Prepayment Period to the extent applied by the Master Servicer as recoveries of
principal of the Group I Loans pursuant
31
to Section 3.14; (iv) the principal portion of any Realized Losses (other than
Group I Excess Losses or Group II Excess Losses) incurred (or deemed to have
been incurred) on any Group I Loans in the calendar month preceding such
Distribution Date to the extent covered by Group I Excess Cash Flow or Group II
Excess Cash Flow for such Distribution Date; and (v) the amount of any Group I
Overcollateralization Increase Amount for such Distribution Date to the extent
covered by Group I Excess Cash Flow or Group II Excess Cash Flow; minus (vi) the
amount of any related Group I Overcollateralization Reduction Amount for such
Distribution Date.
Group II Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) the Group II Available
Distribution Amount over (y) the Group II Interest Distribution Amount and (ii)
any Group I Excess Cash Flow used to pay principal on the Group II Certificates
pursuant to Section 4.02(c)(vii), (viii) and (x) and (b) the sum of: (i) the
principal portion of each Monthly Payment received or Advanced with respect to
the related Due Period on each Outstanding Mortgage Loan that is a Group II
Loan; (ii) the Stated Principal Balance of any Group II Loan repurchased during
the related Prepayment Period (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07
and the amount of any shortfall deposited in the Custodial Account in connection
with the substitution of a Deleted Mortgage Loan that is a Group II Loan
pursuant to Section 2.03 or 2.04 during the related Prepayment Period; (iii) the
principal portion of all other unscheduled collections on the Group II Loans
(including, without limitation, Principal Prepayments in Full, Curtailments,
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the
related Prepayment Period to the extent applied by the Master Servicer as
recoveries of principal of the Group II Loans pursuant to Section 3.14; (iv) the
principal portion of any Realized Losses (other than Group I Excess Losses or
Group II Excess Losses) incurred (or deemed to have been incurred) on any Group
II Loans in the calendar month preceding such Distribution Date to the extent
covered by Group I Excess Cash Flow or Group II Excess Cash Flow for such
Distribution Date; and (v) the amount of any Group II Overcollateralization
Increase Amount for such Distribution Date to the extent covered by Group I
Excess Cash Flow or Group II Excess Cash Flow; minus (vi) the amount of any
related Group II Overcollateralization Reduction Amount for such Distribution
Date.
Group I Principal Remittance Amount: With respect to any Distribution
Date, the sum of the amounts described in clauses (i), (ii) and (iii) of the
definition of Group I Principal Distribution Amount for that Distribution Date.
Group II Principal Remittance Amount: With respect to any Distribution
Date, the sum of the amounts described in clauses (i), (ii) and (iii) of the
definition of Group II Principal Distribution Amount for that Distribution Date.
Group I Required Overcollateralization Amount: As of any Distribution
Date, 0.50% of the aggregate Stated Principal Balance of the Group I Loans as of
the Cut-off Date. The Group I Required Overcollateralization Amount may be
reduced so long as written confirmation is obtained from each Rating Agency that
such reduction shall not reduce the rating assigned to the Class A-I
Certificates and Class M-I Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency.
32
Group II Required Overcollateralization Amount: As of any Distribution
Date, (a) if such Distribution Date is prior to the Group II Stepdown Date,
0.75% of the Group II Cut-off Date Balance, or (b) if such Distribution Date is
on or after the Group II Stepdown Date, the greater of (i) 1.50% of the then
current aggregate Stated Principal Balance of the Group II Loans as of the end
of the related Due Period and (ii) the related Overcollateralization Floor. The
Group II Required Overcollateralization Amount may be reduced so long as written
confirmation is obtained from each Rating Agency that such reduction shall not
reduce the rating assigned to the Class A-II Certificates and Class M-II
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency.
Group I Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class M-I-1, Class M-I-2 and Class M-I-3 Certificates
and (ii) the Group I Overcollateralization Amount, in each case prior to the
distribution of the Group I Principal Distribution Amount on such Distribution
Date, by (y) the aggregate Stated Principal Balance of the Group I Loans as of
the end of the month preceding the month in which the Distribution Date occurs.
Group II Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class M-II-1, Class M-II-2 and Class M-II-3
Certificates and (ii) the Group II Overcollateralization Amount, in each case
prior to the distribution of the Group II Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Group II
Loans as of the end of the month preceding the month in which the Distribution
Date occurs.
Group I Sixty-Plus Delinquency Percentage: With respect to any
Distribution Date, the fraction, expressed as a percentage, equal to (x) the
aggregate Stated Principal Balance of the Group I Loans that are 60 or more days
delinquent in payment of principal and interest for that Distribution Date,
including Group I Loans in foreclosure and REO Properties, over (y) the
aggregate Stated Principal Balance of all of the Group I Loans immediately
preceding that Distribution Date.
Group II Sixty-Plus Delinquency Percentage: With respect to any
Distribution Date, the fraction, expressed as a percentage, equal to (x) the
aggregate Stated Principal Balance of the Group II Loans that are 60 or more
days delinquent in payment of principal and interest for that Distribution Date,
including Group II Loans in foreclosure and REO Properties, over (y) the
aggregate Stated Principal Balance of all of the Group II Loans immediately
preceding that Distribution Date.
Group I Special Hazard Amount: As of any Distribution Date, an amount
equal to $3,862,963 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group I Loans through Subordination in accordance with
Section 4.05 and (ii) the Group I Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the "Group I
Adjustment Amount" shall be equal to the amount, if any, by which the amount
calculated in accordance with the preceding sentence (without giving effect to
the deduction of the Group I Adjustment Amount for such anniversary) exceeds the
greater of (A) the greatest of (i) twice the outstanding principal balance of
the Group I Loan that has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Group I Loans on
the Distribution Date
33
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of the
Group I Loans in any single five-digit California zip code area with the largest
amount of Group I Loans by aggregate principal balance as of such anniversary
and (B) the greater of (i) the product of 0.50% multiplied by the outstanding
principal balance of all Group I Loans on the Distribution Date immediately
preceding such anniversary multiplied by a fraction, the numerator of which is
equal to the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of all of the Group I Loans secured by Mortgaged
Properties located in the State of California divided by the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Group I Loans, expressed as a percentage, and the
denominator of which is equal to 18.0% (which percentage is equal to the
percentage of Group I Loans initially secured by Mortgaged Properties located in
the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Group I Loan
secured by a Mortgaged Property located in the State of California. The Group I
Special Hazard Amount may be further reduced by the Master Servicer (including
accelerating the manner in which coverage is reduced) provided that prior to any
such reduction, the Master Servicer shall obtain the written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
the Class A-I Certificates and Class M-I Certificates without regard to the
Certificate Policy in the case of the Insured Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency.
Group II Special Hazard Amount: As of any Distribution Date, an amount
equal to $3,289,863 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group II Loans through Subordination in accordance with
Section 4.05 and (ii) the Group II Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut- off Date, the "Group II
Adjustment Amount" shall be equal to the amount, if any, by which the amount
calculated in accordance with the preceding sentence (without giving effect to
the deduction of the Group II Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding principal balance
of the Group II Loan that has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Group II Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Group II Loans in any single five-digit California zip
code area with the largest amount of Group II Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Group II Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the Group
II Loans secured by Mortgaged Properties located in the State of California
divided by the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of all of the Group II Loans, expressed as a
percentage, and the denominator of which is equal to 14.7% (which percentage is
equal to the percentage of Group II Loans initially secured by Mortgaged
Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Group II Loan secured by a Mortgaged Property located in
the State of California. The Group II Special Hazard Amount may be further
reduced by the Master Servicer (including accelerating the manner in which
coverage is reduced)
34
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Class A-II Certificates and Class M-II
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency.
Group I Stepdown Date: The later to occur of (i) the Distribution Date
occurring in April 2005 and (ii) the first Distribution Date on which the sum of
the aggregate Certificate Principal Balance of the Class M-I Certificates and
the Group I Overcollateralization Amount immediately prior to that Distribution
Date is equal to or greater than 16.50% of the aggregate Stated Principal
Balance of the Group I Loans as of the end of the preceding Due Period.
Group II Stepdown Date: The later to occur of (i) the Distribution Date
occurring in April 2005 and (ii) the first Distribution Date on which the sum of
the aggregate Certificate Principal Balance of the Class M-II Certificates and
the Group II Overcollateralization Amount immediately prior to that Distribution
Date is equal to or greater than 28.50% of the aggregate Stated Principal
Balance of the Group II Loans as of the end of the preceding Due Period.
Group I Trigger Event: A Group I Trigger Event is in effect with respect
to any Distribution Date (other than the first Distribution Date) if the
three-month average (or two month-average in the case of the second Distribution
Date) of the Group I Sixty-Plus Delinquency Percentage, as determined on that
Distribution Date and the immediately preceding two Distribution Dates (or
immediately preceding Distribution Date in the case of the second Distribution
Date), equals or exceeds 50.00% of the Group I Senior Enhancement Percentage. A
Group I Trigger Event is in effect with respect to the first Distribution Date
if the Group I Sixty-Plus Delinquency Percentage, as determined on that
Distribution Date, equals or exceeds 50.00% of the Group I Senior Enhancement
Percentage.
Group II Trigger Event: A Group II Trigger Event is in effect with
respect to any Distribution Date (other than the first Distribution Date) if the
three-month average (or two month-average in the case of the second Distribution
Date) of the Group II Sixty-Plus Delinquency Percentage, as determined on that
Distribution Date and the immediately preceding two Distribution Dates (or
immediately preceding Distribution Date in the case of the second Distribution
Date), equals or exceeds 40.00% of the Group II Senior Enhancement Percentage. A
Group II Trigger Event is in effect with respect to the first Distribution Date
if the Group II Sixty-Plus Delinquency Percentage, as determined on that
Distribution Date, equals or exceeds 40.00% of the Group II Senior Enhancement
Percentage.
Group I Uncertificated Regular Interests: The REMIC I Regular Interests
and the REMIC III Group I Regular Interests.
Group II Uncertificated Regular Interests: The REMIC II Regular
Interests and the REMIC III Group II Regular Interests.
Guaranteed Distribution: With respect to any Insured Certificates and any
Distribution Date, as defined in the Certificate Policy.
35
Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory", "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O that
are subject to special rules, disclosure requirements and other provisions that
were added to the Federal Truth in Lending Act by the Home Ownership and Equity
Protection Act of 1994.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any adjustable rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the related Mortgage
Note.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class A-I-IO Certificates and the Class R
Certificates), the Certificate Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan (excluding the Certificate Policy), to the extent such
proceeds are payable to the mortgagee under the Mortgage, any Subservicer, the
Master Servicer or the Trustee and are not applied to the restoration of the
related Mortgaged Property (or, with respect to a Cooperative Loan, the related
Cooperative Apartment) or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.
Insured Certificates: The Class A-I-4 Certificates.
Interest Accrual Period: With respect to the Class A-I Certificates
(other than the Class A-I-1 Certificates), Class M-I Certificates, Class SB-I
Certificates and any Distribution Date, the prior calendar month. With respect
to the Class A-I-1 Certificates, Class A-II Certificates, Class M-II
Certificates and Class SB-II Certificates (i) with respect to the Distribution
Date in April 2002, the period commencing the Closing Date and ending on the day
preceding the Distribution Date in April 2002, and (ii) with respect to any
Distribution Date after the Distribution Date in April 2002, the period
commencing on the Distribution Date in the month immediately preceding the month
in which such Distribution Date occurs and ending on the day preceding such
Distribution Date.
36
Interim Certification: As defined in Section 2.02.
Interested Person: As of any date of determination, the Depositor, the
Master Servicer, the Certificate Insurer, the Trustee, any Mortgagor, any
Manager of a Mortgaged Property, or any Person known to a Responsible Officer of
the Trustee to be an Affiliate of any of them.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Certificates: The Class A-I-1 Certificates, Class A-II Certificates
and Class M-II Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: With respect to the Class A-I, Class M-I and Class SB-I
Certificates, the Group I Loans, and with respect to the Class A-II, Class M-II
and Class SB-II Certificates, the Group II Loans.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Margin: With respect to the Class A-II Certificates, initially 0.29% per
annum, and starting on the second Distribution Date after the first possible
Group II Optional Termination Date and thereafter, 0.58% per annum. With respect
to the Class M-II-1 Certificates, initially 0.80% per annum, and starting on the
second Distribution Date after the first possible Group II Optional Termination
Date and thereafter, 1.20% per annum. With respect to the Class M-II-2
Certificates, initially 1.35% per annum, and starting on the second Distribution
Date after the first possible Group II Optional Termination Date and thereafter,
2.025% per annum. With respect to the Class M-II-3 Certificates, initially 1.90%
per annum, and starting on the second Distribution Date after the first possible
Group II Optional Termination Date and thereafter, 2.85% per annum.
37
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II,
REMIC III and REMIC IV, the latest possible maturity date, solely for purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the
Certificate Principal Balance of each such Class of Certificates representing a
regular interest in the Trust Fund would be reduced to zero, which is, for each
such regular interest other than the Class A-I-IO Certificates, March 25, 2032,
which is the Distribution Date following the last scheduled monthly payment of
the Group I Mortgage Loans and the Group II Mortgage Loans, and which is for the
Class A-I-IO Certificates, September 25, 2004.
Maximum Group II Rate: With respect to the Class A-II Certificates and
Class M-II Certificates and any Interest Accrual Period, 14.00% per annum.
Maximum Mortgage Rate: As to any adjustable rate Mortgage Loan, the rate
indicated in Exhibit F-2 hereto as the "NOTE CEILING," which rate is the maximum
interest rate that may be applicable to such adjustable rate Mortgage Loan at
any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any Group II Loan and any date of
determination, the Maximum Mortgage Rate minus the sum of (i) the rate at which
the related Subservicing Fee accrues and (ii) the Servicing Fee Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
Minimum Mortgage Rate: As to any adjustable rate Mortgage Loan, the
greater of (i) the Note Margin and (ii) the rate indicated in Exhibit F-2 hereto
as the "NOTE FLOOR", which rate may be applicable to such adjustable rate
Mortgage Loan at any time during the life of such adjustable rate Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate or Adjusted Net Mortgage
Rate, with respect to a Group I Loan, minus the rate per annum by which the
Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
38
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first or junior lien on an estate in fee simple interest
in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1 and Exhibit F-2 (as amended from time to time to reflect the
addition of Qualified Substitute Mortgage Loans), which lists shall set forth at
a minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE", or "MATURITY
DT" for Mortgage Loans and if such Mortgage Loan is a Balloon Loan, the
amortization term thereof;
(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE")
(v) the Mortgage Rate as of the Cut-off Date for an adjustable rate
Mortgage Loan ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest
as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I" for the
adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
39
(x) a code "T", "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence (the
absence of any such code means the Mortgage Loan is secured by a primary
residence);
(xi) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the absence
of any such code means the Mortgage Loan is secured by an owner occupied
residence);
(xii) the Maximum Mortgage Rate for the adjustable rate Mortgage Loans
("NOTE CEILING");
(xiii) the Maximum Net Mortgage Rate for the adjustable rate Mortgage
Loans ("NET CEILING");
(xiv) the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the adjustable
rate Mortgage Loans ("NXT INT CHG DT");
(xvi) the Periodic Cap for the adjustable rate Mortgage Loans
("PERIODIC DECR" or "PERIODIC INCR"); and
(xvii) the rounding of the semi-annual or annual adjustment to the
Mortgage Rate with respect to the adjustable rate Mortgage Loans ("NOTE
METHOD").
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on Exhibit F-1 or Exhibit F-2 hereto, as
applicable, except in
40
the case of the adjustable rate Mortgage Loans indicated by an "X" on Exhibit
F-1 or Exhibit F-2 hereto under the heading "NOTE METHOD"), of the related Index
plus the Note Margin, in each case subject to the applicable Periodic Cap,
Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Collections: With respect to any Corrected Mortgage Loan, an amount
equal to all payments on account of interest and principal on such Mortgage
Loan.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Adjusted Mortgage Rate for such
Mortgage Loan as of such date minus the Servicing Fee Rate; provided that, with
respect to any Group II Loans, (i) the Net Mortgage Rate becoming effective on
any Adjustment Date shall not be greater or less than the Net Mortgage Rate
immediately prior to such Adjustment Date plus or minus the Periodic Cap
applicable to such Group II Loan and (ii) the Net Mortgage Rate for any Group II
Loan shall not exceed a rate equal to the Maximum Net Mortgage Rate for such
Group II Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds or REO Proceeds. To the extent that any Mortgagor is not
obligated under the related Mortgage documents to pay or reimburse any portion
of any Advances that are outstanding with respect to the related Mortgage Loan
as a result of a modification of such Mortgage Loan by the Master Servicer,
which forgives unpaid Monthly Payments or other amounts which the Master
Servicer had previously advanced, and the Master Servicer determines that no
other source of payment or reimbursement for such advances is available to it,
such Advances shall be deemed to be nonrecoverable; provided, however, that in
connection with the foregoing, the Master Servicer shall provide an Officers'
Certificate as described below. The determination by the Master Servicer that it
has made a Nonrecoverable Advance shall be evidenced by a certificate of a
Servicing Officer, Responsible Officer or Vice President or its equivalent or
senior officer of the Master Servicer, delivered to the Depositor, the Trustee,
the Certificate Insurer and the Master Servicer setting forth such
determination, which shall include any other information or reports obtained by
the Master Servicer such as property operating statements, rent rolls, property
inspection reports and engineering reports, which may support such
determinations. Notwithstanding the above, the Trustee shall be entitled to rely
upon any determination by the Master Servicer that any Advance previously made
is a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance.
41
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such adjustable rate Mortgage
Loan until the next Adjustment Date.
Notice: As defined in Section 4.04.
Notional Amount: With respect to the Class A-I-IO Certificates
immediately prior to any Distribution Date, the lesser of (i)(a) from the April
2002 through the March 2004 Distribution Date, $57,944,000 or (b) from the April
2004 through the September 2004 Distribution Dates, $38,629,000 and (ii) the sum
of the aggregate Stated Principal Balance of the Group I Loans, prior to giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the prior calendar month. For federal income tax purposes,
however, the Class A-I-IO Certificates will not have a notional amount, but will
be entitled to (i) for any Distribution Date from April 2002 through September
2002, 100% of the interest payable on REMIC III Regular Interests XX-XX-0,
XX-XX-0, XX-XX-0, XX-XX-0, XX- XX-0, XX-XX-0, MT-IO-7 and MT-IO-8; (ii) for any
Distribution Date from October 2002 through March 2003, 100% of the interest
payable on REMIC III Regular Interests XX-XX-0, XX-XX-0, XX- XX-0, XX-XX-0,
XX-XX-0 and MT-IO-6; (iii) for any Distribution Date from April 2003 through
September 2003, 100% of the interest payable on REMIC III Regular Interests
MT-IO-1, MT-IO-2, MT-IO-3 and MT-IO-4; (iv) for any Distribution Date from
October 2003 through March 2004, 100% of the interest payable on REMIC Regular
Interests MT-IO-1 and MT-IO-2; (v) for any Distribution Date from April 2004
through September 2004, 100% of the interest payable on REMIC III Regular
Interest MT-IO-1; and for and Distribution Date thereafter, 0.00%.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs or compliance with the
REMIC Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to the Due Date in any Due Period, a
Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
42
Overcollateralization Floor: As to either Loan Group, an amount equal to
0.50% of the aggregate Stated Principal Balance of the related Mortgage Loans as
of the Cut-off Date.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I-1 Certificates and each
Interest Accrual Period a per annum rate equal to the lesser of (a) LIBOR plus
0.16% and (b) the Group I Adjusted Net WAC Rate, multiplied by a fraction equal
to 30 divided by the actual number of days in the related Interest Accrual
Period. With respect to the Class A-I-2 Certificates and each Interest Accrual
Period, a per annum rate equal to the lesser of (a) 4.93% per annum and (b) the
Group I Adjusted Net WAC Rate. With respect to the Class A-I-3 Certificates and
each Interest Accrual Period, a per annum rate equal to the lesser of (a) 5.72%
per annum and (b) the Group I Adjusted Net WAC Rate. With respect to the Class
A-I-4 Certificates and each Interest Accrual Period, a per annum rate equal to
the lesser of (a) 6.55% per annum and (b) the Group I Adjusted Net WAC Rate and
(ii) on or after the second Distribution Date after the first possible Group I
Optional Termination Date, a per annum rate equal to the lesser of (a) 7.05% per
annum and (b) the Group I Adjusted Net WAC Rate. With respect to the Class A-I-5
Certificates and each Interest Accrual Period, a per annum rate equal to the
lesser of (a) 6.03% per annum and (b) the Group I Adjusted Net WAC Rate. With
respect to the Class A-I-IO Certificates and each Interest Accrual Period, (i)
5.50% per annum for the April 2002 through September 2002 Distribution Dates,
(ii) 4.75% per annum for the October 2002 through March 2003 Distribution Dates,
(iii) 4.00% per annum for the April 2003 through September 2003 Distribution
Dates, (iv) 3.50% per annum for the October 2003 through September 2004
Distribution Dates, and (v) 0.00% per annum thereafter. For federal income tax
purposes, however, the Class A- I-IO Certificates will not have a pass through
rate, but will be entitled to (i) for any Distribution Date from April 2002
through September, 100% of the interest payable on REMIC III Regular Interests
XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, MT-IO-7 and MT-IO-8; (ii)
for any Distribution Date from October 2002 through March 2003, 100% of the
interest payable on REMIC III Regular Interests XX-XX-0, XX-XX-0, XX-XX-0,
XX-XX-0, MT-IO-5 and MT-IO-6; (iii) for any Distribution Date from April 2003
through September 2003, 100% of the interest payable on REMIC III Regular
Interests MT-IO-1, MT-IO-2, MT-IO-3 and MT-IO-4; (iv) for any Distribution Date
from October 2003 through March 2004, 100% of the interest payable on REMIC
Regular Interests MT- IO-1 and MT-IO-2; (v) for any Distribution Date from April
2004 through Septmeber 2004, 100% of the interest payable on REMIC III Regular
Interest MT-IO-1; and for and Distribution Date thereafter, 0.00%.
With respect to the Class M-I-1 Certificates and each Interest Accrual
Period, a per annum rate equal to the lesser of (a) 6.64% per annum and (b) the
Group I Adjusted Net WAC Rate and (ii) on or after the second Distribution Date
after the first possible Group I Optional Termination Date, a per annum rate
equal to the lesser of (a) 7.14% per annum and (b) the Group I Adjusted Net WAC
Rate. With respect to the Class M-I-2 Certificates and each Interest Accrual
Period, a per annum rate equal to the lesser of (a) 6.85% per annum and (b) the
Group I Adjusted Net WAC Rate and (ii) on or after the second Distribution Date
after the first possible Group I Optional Termination Date, a per annum rate
equal to the lesser of (a) 7.35% per annum and (b) the Group I Adjusted Net WAC
Rate. With respect to the Class M-I-3 Certificates and each Interest Accrual
Period, a per annum rate
43
equal to the lesser of (a) 6.85% per annum and (b) the Group I Adjusted Net WAC
Rate and (ii) on or after the second Distribution Date after the first possible
Group I Optional Termination Date, a per annum rate equal to the lesser of (a)
7.35% per annum and (b) the Group I Adjusted Net WAC Rate.
With respect to the Class A-II, Class M-II-1, Class M-II-2 and Class
M-II-3 Certificates and each Interest Accrual Period, a per annum rate equal to
the least of (i) LIBOR plus the related Margin, (ii) the Maximum Group II Rate
and (iii) the Group II Net WAC Cap Rate. With respect to the Class SB
Certificates and any Distribution Date, a rate per annum equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amounts
calculated pursuant to clauses (i) through (x) below, and the denominator of
which is the aggregate Uncertificated Principal Balance of the REMIC III Group I
Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class SB-I Certificates, the numerator is equal to the sum of the following
components: (i) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-I-1 minus the Group I Marker Rate, applied to a notional amount
equal to the Uncertificated Principal Balance of REMIC III Regular Interest
MT-I-1; (ii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest
MT-I-2 minus the Group I Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC III Regular Interest MT-I-2; (iii) the
Uncertificated Pass-Through Rate for REMIC III Regular Interest MT-I-3 minus the
Group I Marker Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest MT-I-3; (iv) the Uncertificated
Pass-Through Rate for REMIC III Regular Interest MT-I-4 minus the Group I Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest MT-I-4; (v) the Uncertificated Pass-Through Rate
for REMIC III Regular Interest MT-I-5 minus the Group I Marker Rate, applied to
a notional amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-I-5; (vi) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest MT-I-6 minus the Group I Marker Rate applied to a notional
amount equal to the Uncertificated Principal Balance Uncertificated REMIC III
Regular Interest of MT-I-6; (vii) the Uncertificated Pass-Through Rate for REMIC
III Regular Interest MT-I-7 minus the Group I Marker Rate applied to a notional
amount equal to the Uncertificated Principal Balance Uncertificated REMIC III
Regular Interest of MT-I-7; (viii) the Uncertificated Pass-Through Rate for
REMIC III Regular Interest MT-I-8 minus the Group I Marker Rate applied to a
notional amount equal to the Uncertificated Principal Balance Uncertificated
REMIC III Regular Interest of MT-I-8; (ix) the Uncertificated Pass-Through Rate
for REMIC III Regular Interest MT-I-9 minus the Group I Marker Rate applied to a
notional amount equal to the Uncertificated Principal Balance Uncertificated
REMIC III Regular Interest of MT-I-9; and (x) the Uncertificated Pass-Through
Rate for REMIC III Regular Interest MT-I-10 minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest MT-I-10. With respect to the Class SB-II Certificates
and any Distribution Date, a rate per annum equal to the percentage equivalent
of a fraction, the numerator of which is the sum of the amounts calculated
pursuant to clauses (i) through (vi) below, and the denominator of which is the
aggregate Uncertificated Principal Balance of the REMIC III Group II Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class SB-II
Certificates, the numerator is equal to the sum of the following components: (i)
the Uncertificated Pass-Through Rate for REMIC III Regular Interest MT-II-1
minus the Group II Marker Rate, applied to a notional amount equal to the
Uncertificated Balance of REMIC III Regular Interest MT-II-1; (ii) the
Uncertificated Pass-Through Rate for REMIC III Regular Interest MT-II-2 minus
the Group II Marker Rate, applied to a notional
44
amount equal to the Uncertificated Balance of REMIC III Regular Interest
MT-II-2; (iii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-II-3 minus the Group II Marker Rate, applied to a notional amount
equal to the Uncertificated Balance of REMIC III Regular Interest MT-II-3; (iv)
the Uncertificated Pass-Through Rate for REMIC III Regular Interest MT-II-4
minus the Group II Marker Rate, applied to a notional amount equal to the
Uncertificated Balance of REMIC III Regular Interest MT-II-4; (v) the
Uncertificated Pass-Through Rate for REMIC III Regular Interest MT-II-5 minus
the Group II Marker Rate, applied to a notional amount equal to the
Uncertificated Balance of REMIC III Regular Interest MT-II-5; and (vi) the
Uncertificated Pass- Through Rate for REMIC III Regular Interest MT-II-6 minus
the Group II Marker Rate, applied to a notional amount equal to the
Uncertificated Balance of REMIC III Regular Interest MT-II-6.
Paying Agent: Bank One, National Association or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate or Class M
Certificate, the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. The Percentage Interest with respect to a Class SB or Class R
Certificate shall be stated on the face thereof.
Periodic Cap: With respect to each adjustable rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by
45
each Rating Agency in its highest short-term rating available; and
provided further that, if the only Rating Agency is Standard & Poor's
and if the depository or trust company is a principal subsidiary of a
bank holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank
holding company; and, provided further that, if the original maturity of
such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short- term
rating of such institution shall be A-1+ in the case of Standard &
Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of
not more than 365 days) of any corporation incorporated under the laws
of the United States or any state thereof which on the date of
acquisition has been rated by each Rating Agency in its highest short-
term rating available; provided that such commercial paper and demand
notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced
in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
F-1 in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Prepayment Assumption: With respect to the Class A Certificates and
Class M Certificates, the prepayment assumption to be used for determining the
accrual of original issue discount and premium and market discount on such
Certificates for federal income tax purposes, which assumes a constant
prepayment rate of 20% per annum with respect to the Group I Loans, and 25% per
annum with respect to the Group II Loans.
46
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F-1 and Exhibit F-2 with the exception of
either code "23" or "96" under the column "MI CO CODE".
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)), in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance
47
provided by the insurance policy issued by it, approved as a FNMA- or
FHLMC-approved mortgage insurer or having a claims paying ability rating of at
least "AA" or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan must have
at least as high a claims paying ability rating as the insurer it replaces had
on the Closing Date.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate (or Adjusted Net
Mortgage Rate, with respect to a Group I Loan), respectively, of the Deleted
Mortgage Loan as of the date of substitution; (iii) have a Loan-to- Value Ratio
at the time of substitution no higher than that of the Deleted Mortgage Loan at
the time of substitution; (iv) have a remaining term to stated maturity not
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan; (v) comply with each representation and warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and (vi) in the
case of the adjustable rate Mortgage Loans, (w) have a Mortgage Rate that
adjusts with the same frequency and based upon the same Index as that of the
Deleted Mortgage Loan, (x) have a Note Margin not less than that of the Deleted
Mortgage Loan; (y) have a Periodic Rate Cap that is equal to that of the Deleted
Mortgage Loan; and (z) have a next Adjustment Date no later than that of the
Deleted Mortgage Loan.
Rating Agency: Standard & Poor's and Xxxxx'x. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate or Adjusted
Net Mortgage Rate, with respect to a Group I Loan, from the Due Date as to which
interest was last paid or advanced to Certificateholders up to the last day of
the month in which the Cash Liquidation (or REO Disposition) occurred on the
Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or advanced, minus (iii)
the proceeds, if any, received during the month in which such Cash Liquidation
(or REO Disposition) occurred, to the extent applied as recoveries of interest
at the Net Mortgage Rate or Adjusted Net Mortgage Rate, with respect to a Group
I Loan, and to principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with respect to related
Advances or expenses as to which the Master Servicer or Subservicer is entitled
to reimbursement thereunder but which have not been previously reimbursed. With
respect to each
48
Mortgage Loan which is the subject of a Servicing Modification, (a) the amount
by which the interest portion of a Monthly Payment or the principal balance of
such Mortgage Loan was reduced, and (b) any such amount with respect to a
Monthly Payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received. With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction. Notwithstanding the above, neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Record Date: With respect to each Distribution Date and each Class of
Certificates (other than the LIBOR Certificates), the close of business on the
last Business Day of the month next preceding the month in which the related
Distribution Date occurs. With respect to each Distribution Date and the LIBOR
Certificates, the Business Day prior to such Distribution Date.
Regular Certificates: The Class A Certificates, Class M Certificates and
Class SB Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of the
Reserve Fund, which is not an asset of any REMIC), constituting a portion of the
primary trust created hereby and to be administered hereunder, with respect to
which a separate REMIC election is to be made (other than with respect to the
items in clause (v) and the proceeds thereof), consisting of: (i) the Group I
Loans and the related Mortgage Files; (ii) all payments on and collections in
respect of the Group I Loans due after the Cut-off Date (other than Monthly
Payments due in March 2002) as shall be on deposit
49
in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund; (iii) property which secured a Group I Loan and
which has been acquired for the benefit of the Certificateholders by foreclosure
or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary
Insurance Policy pertaining to the Group I Loans, if any; (v) the Certificate
Policy; and (vi) all proceeds of clauses (i) through (v) above.
REMIC I Regular Interests: REMIC I Regular Interest LT-A-1, REMIC I
Regular Interest LT- A-2 and REMIC I Regular Interest LT-A-3.
REMIC I Regular Interest LT-A-1: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-A-2: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-A-3: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto (exclusive of the
Reserve Fund, which is not an asset of any REMIC), constituting a portion of the
primary trust created hereby and to be administered hereunder, with respect to
which a separate REMIC election is to be made (other than with respect to the
items in clause (v) and the proceeds thereof), consisting of: (i) the Group II
Loans and the related Mortgage Files; (ii) all payments on and collections in
respect of the Group II Loans due after the Cut-off Date (other than Monthly
Payments due in March 2002) as shall be on deposit in the Custodial Account or
in the Certificate Account and identified as belonging to the Trust Fund; (iii)
property which secured a Group II Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy pertaining to
the Group II Loans, if any; and (v) all proceeds of clauses (i) through (iv)
above.
REMIC II Regular Interest: REMIC II Regular Interest LT-X.
XXXXX XX Regular Interest LT-B: A regular interest in REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC
50
election is to be made, consisting of the REMIC I Regular Interests and the
REMIC II Regular Interests.
REMIC III Group I Diverted Excess Spread: 1% of the Group I Diverted Excess
Spread.
REMIC III Group II Diverted Excess Spread: 1% of the Group II Diverted
Excess Spread.
REMIC III Group I Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC III Group I Regular Interests then
outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest LT1-I minus the Group I Marker Rate, divided by (b) 12.
REMIC III Group II Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC III Group II Regular Interests
then outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest MT-II-1 minus the Group II Marker Rate divided by (b) 12.
REMIC III Group I Overcollateralized Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC III Group I Regular Interests (other than REMIC III Regular Interests
XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, MT-IO- 6, MT-IO-7 and MT-IO-8)
minus (ii) the Uncertificated Principal Balances of REMIC III Regular Interests
XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, MT-I-8 and MT-I-9, in each case
as of such date of determination.
REMIC III Group II Overcollateralized Amount: With respect to any date
of determination, (i) 1% of the aggregate Uncertificated Principal Balances of
the REMIC III Group II Regular Interests minus (ii) the Uncertificated Principal
Balances of REMIC III Regular Interests MT-II-2, MT-II-3, MT-II-4 and MT-II-5 as
of such date of determination.
REMIC III Group I Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Group I Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the sum of the Uncertificated
Principal Balances of REMIC III Regular Interests XX-X-0, XX-X-0, XX-X-0,
XX-X-0, XX-X-0, XX-X-0, MT-I-8 and MT-I-9 and the denominator of which is the
sum of the Uncertificated Principal Balances of REMIC III Regular Interests
MT-I-2, MT-I-3, MT-I-4, MT-I-5, XX-X-0, XX-X- 0, XX-X-0, XX-X-0 and MT-I-10.
REMIC III Group II Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Group II Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the Uncertificated Principal
Balances of REMIC III Regular Interests MT-II-2, MT-II-3, MT-II-4 and MT-II-5
and the denominator of which is the sum of the Uncertificated Principal Balances
of REMIC III Regular Interests MT-II-2, MT-II-3, MT-II-4, MT-II-5 and MT-II-6.
REMIC III Group I Regular Interests: REMIC III Regular Interest MT-I-1,
REMIC III Regular Interest MT-I-2, REMIC III Regular Interest MT-I-3, REMIC III
Regular Interest MT-I-4,
51
REMIC III Regular Interest MT-I-5, REMIC III Regular Interest MT-I-6, REMIC III
Regular Interest MT-I-7, REMIC III Regular Interest MT-I-8, REMIC III Regular
Interest MT-I-9, REMIC III Regular Interest MT-I-10, REMIC III Regular Interest
MT-IO-1, REMIC III Regular Interest MT-IO- 2, REMIC III Regular Interest
MT-IO-3, REMIC III Regular Interest MT-IO-4, REMIC III Regular Interest MT-IO-5,
REMIC III Regular Interest MT-IO-6, REMIC III Regular Interest MT-IO-7 and REMIC
III Regular Interest MT-IO-8.
REMIC III Group II Regular Interests: REMIC III Regular Interest
MT-II-1, REMIC III Regular Interest MT-II-2, REMIC III Regular Interest MT-II-3,
REMIC III Regular Interest MT-II-4, REMIC III Regular Interest MT-II-5 and REMIC
III Regular Interest MT-II-6.
REMIC III Group I Required Overcollateralization Amount: 1% of the Group I
Required Overcollateralization Amount.
RMIC III Group II Required Overcollateralized Amount: 1% of the Group II
Required Overcollateralization Amount.
REMIC III Regular Interest MT-I-1: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-2: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-3: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-4: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-5: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-6: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
52
REMIC III Regular Interest MT-I-7: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-8: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-9: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-10: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-I-10 Maximum Interest Deferral Amount:
With respect to any Distribution Date, the sum of (A) the excess of (i)
Uncertificated Accrued Interest calculated with the REMIC III Regular Interest
MT-I-10 Uncertificated Pass-Through Rate and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC III
Regular Interest MT-I-10 over (y) the REMIC III Group I Overcollateralized
Amount, in each case for such Distribution Date, over (ii) Uncertificated
Accrued Interest on REMIC III Regular Interest MT-I-2 with the rate on REMIC III
Regular Interest MT-I-2 subject to a cap equal to the lesser of (a) LIBOR plus
0.16% and (b) the Group I Adjusted Net WAC Rate Actual/360 for purposes of this
calculation; Uncertificated Accrued Interest on REMIC III Regular Interest
MT-I-3 with the rate on REMIC III Regular Interest MT-I-3 subject to a cap equal
to the lesser of (a) 4.93% per annum and (b) the Group I Adjusted Net WAC Rate
for purposes of this calculation; Uncertificated Accrued Interest on REMIC III
Regular Interest MT-I-4 with the rate on REMIC III Regular Interest MT-I-4
subject to a cap equal to the lesser of (a) 5.72% per annum and (b) the Group I
Adjusted Net WAC Rate for the purpose of this calculation; Uncertificated
Accrued Interest on REMIC III Regular Interest MT-I-5 with the rate on REMIC III
Regular Interest MT-I-5 subject to a cap equal to the lesser of (a) (i) before
the second Distribution Date after the first possible Group I Optional
Termination Date, 6.55% per annum or (ii) on or after the second Distribution
Date after the first possible Group I Optional Termination Date, 7.05% per annum
and (b) the Group I Adjusted Net WAC Rate for purposes of this calculation;
Uncertificated Accrued Interest on REMIC III Regular Interest MT-I-6 with the
rate on REMIC III Regular Interest MT-I-6 subject to a cap equal to the lesser
of (a) 6.03% per annum and (b) the Group I Adjusted Net WAC Rate for purposes of
this calculation; Uncertificated Accrued Interest on REMIC III Regular Interest
MT-I-7 with the rate on REMIC III Regular Interest MT-I-7 subject to a cap equal
to the lesser of (a)(i) 6.64% per annum or (ii) on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
7.14% per annum and (b) the Group I Adjusted Net WAC Rate for purposes of this
calculation; Uncertificated Accrued Interest on REMIC III Regular Interest
MT-I-8 with the rate on REMIC III
53
Regular Interest MT-I-8 subject to a cap equal to the lesser of (a) (i) before
the second Distribution Date after the first possible Group I Optional
Termination Date, 6.85% per annum or (ii) on or after the second Distribution
Date after the first possible Group I Optional Termination Date, 7.35% per annum
and (b) the Group I Adjusted Net WAC Rate for purposes of this calculation;
Uncertificated Accrued Interest on REMIC III Regular Interest MT-I-9 with the
rate on REMIC III Regular Interest MT-I-9 subject to a cap equal to the lesser
of (a) (i) before the second Distribution Date after the first possible Group I
Optional Termination Date, 6.85% per annum or (ii) on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
7.35% per annum and (b) the Group I Adjusted Net WAC Rate for purposes of this
calculation and (B) the REMIC III Group II Diverted Excess Spread.
REMIC III Regular Interest MT-IO-1: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
REMIC III Regular Interest MT-IO-2: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
REMIC III Regular Interest MT-IO-3: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
REMIC III Regular Interest MT-IO-4: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
REMIC III Regular Interest MT-IO-5: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
REMIC III Regular Interest MT-IO-6: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
REMIC III Regular Interest MT-IO-7: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
54
REMIC III Regular Interest MT-IO-8: A Regular Interest in REMIC III that
is held as an asset of REMIC IV, that has an initial notional balance equal to
the related Notional Balance, that bears interest at the related Uncertificated
Pass-Through Rate and in that has such other terms as are described herein.
REMIC III Regular Interest MT-II-1: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-II-2: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-II-3: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-II-4: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-II-5: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-II-6: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated Pass-Through Rate, and that has such other terms as are described
herein.
REMIC III Regular Interest MT-II-6 Maximum Interest Deferral Amount:
With respect to any Distribution Date, the sum of (A) the excess of (i)
Uncertificated Accrued Interest calculated with the REMIC III Regular Interest
MT-II-6 Uncertificated Pass-Through Rate and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC III
Regular Interest MT-II-6 over (y) the REMIC III Group II Overcollateralized
Amount, in each case for such Distribution Date, over (ii) Uncertificated
Accrued Interest on REMIC III Regular Interest MT-II-2 with the rate on REMIC
III Regular Interest MT-I-2 subject to a cap equal to the least of (a) (i)
before the second Distribution Date after the first possible Group II Optional
Termination Date, LIBOR plus 0.29% or (ii) on or after the second Distribution
Date after the first possible Group II Optional Termination Date, LIBOR plus
0.58%, (b) 14.00% per annum and (c) the Group II Net WAC Cap Rate for the
purpose of this calculation; Uncertificated Accrued Interest on
55
REMIC III Regular Interest MT-II-3 with the rate on REMIC III Regular Interest
MT-I-3 subject to a cap equal to the least of (a) (i) before the second
Distribution Date after the first possible Group II Optional Termination Date,
LIBOR plus 0.80% or (ii) on or after the second Distribution Date after the
first possible Group II Optional Termination Date, LIBOR plus 1.20%, (b) 14.00%
per annum and (c) the Group II Net WAC Cap Rate for the purpose of this
calculation; Uncertificated Accrued Interest on REMIC III Regular Interest
MT-II-4 with the rate on REMIC III Regular Interest MT-I-4 subject to a cap
equal to the least of (a) (i) before the second Distribution Date after the
first possible Group II Optional Termination Date, LIBOR plus 1.35% or (ii) on
or after the second Distribution Date after the first possible Group II Optional
Termination Date, LIBOR plus 2.025%, (b) 14.00% per annum and (c) the Group II
Net WAC Cap Rate for the purpose of this calculation; and Uncertificated Accrued
Interest on REMIC III Regular Interest MT-II-5 with the rate on REMIC III
Regular Interest MT-I-5 subject to a cap equal to the least of (a) (i) before
the second Distribution Date after the first possible Group II Optional
Termination Date, LIBOR plus 1.90% or (ii) on or after the second Distribution
Date after the first possible Group II Optional Termination Date, LIBOR plus
2.85%, (b) 14.00% per annum and (c) the Group II Net WAC Cap Rate for the
purpose of this calculation; and (B) the REMIC III Group I Diverted Excess
Spread.
REMIC IV: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC III Regular Interests.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received substantially all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate or
Adjusted Net Mortgage Rate, with respect to a Group I Loan, that would have been
applicable to the related Mortgage Loan had it been outstanding) on the unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof for
such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
56
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Re-Performing Loans: The Mortgage Loans listed on Exhibit R which were
contractually delinquent as of the Cut-off Date, but for which the related
Mortgagor had entered into a bankruptcy plan or repayment plan.
Repurchase Event: As defined in the Assignment Agreement.
Repurchase Price: With respect to any Deleted Mortgage Loan to be
replaced by the substitution of one or more Qualified Substitute Mortgage Loans
pursuant to Section 2.03, an amount, calculated by the Master Servicer equal
to:(a) the unpaid principal balance of such Mortgage Loan (or, in the case of
any REO Property, the related Mortgage Loan) (after application of all principal
payments (including prepayments) collected and other principal amounts recovered
on such Mortgage Loan) as of the date of receipt of the Repurchase Price or the
date of substitution, as the case may be, hereunder; plus(b) unpaid interest
accrued on such Mortgage Loan or Mortgage Loan related to an REO Property, as
applicable, at the related Mortgage Rate (after application of all interest
payments collected and other amounts recovered (and applied to accrued interest)
on such Mortgage Loan) to, but not including, the Due Date in the Due Period
during which the applicable purchase or substitution occurs; plus(c) any
unreimbursed Servicing Advances, all accrued and unpaid interest on Advances,
any unpaid servicing compensation (other than Master Servicer fees), and any
unpaid or unreimbursed expenses of the Trust Fund allocable to such Mortgage
Loan or Mortgage Loan related to an REO Property, as applicable, as of the date
of receipt of such Repurchase Price or the date of substitution, as the case may
be, hereunder; plus(d) in the event that such Mortgage Loan or Mortgage Loan
related to an REO Property, as applicable, is required to be repurchased or
replaced pursuant to Section 2.03, expenses reasonably incurred or to be
incurred by the Master Servicer or the Trustee in respect of the breach or
defect giving rise to the repurchase or replacement obligation, including any
expenses arising out of the enforcement of the repurchase or replacement
obligation.
Request for Release: A request for release, the forms of which are
attached as Exhibit G hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Reserve Fund: An "outside reserve fund" within the meaning of Treasury
regulation Section 1.860G-2(h), which is not an asset of any REMIC, ownership of
which is evidenced by the Class SB- II Certificates, and which is established
and maintained pursuant to Section 4.08.
Reserve Fund Deposit: With respect to the Reserve Fund, an amount equal
to $5,000, which the Trustee shall deposit into the Reserve Fund pursuant to
Section 4.08 hereof.
Reserve Fund Residual Right: The right to distributions from the Reserve
Fund as described in Section 4.08 hereof.
57
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee with direct responsibility for the administration of this Agreement.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS System, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The sum of the per annum rates designated on the
Mortgage Loan Schedule as the "MSTR SERV FEE" and "SUB-SERV FEE," as may be
adjusted with respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable pursuant to a
modification of such Mortgage Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
58
Special Hazard Loss: Any Realized Loss not in excess of the lesser of
the cost of repair or the cost of replacement of a Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) suffered by
such Mortgaged Property (or Cooperative Apartment) on account of direct physical
loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 or 4.03 on any previous Distribution Date, and (c) any
Realized Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses (other than any Realized Losses covered by the
Certificate Policy).
Subordination Percentage: With respect to the Class A-I Certificates,
83.50%; with respect to the Class M-I-1 Certificates, 90.00%; with respect to
the Class M-I-2 Certificates, 95.00%; with respect to the Class M-I-3
Certificates, 99.00%; with respect to the Class A-II Certificates, 71.50%; with
respect to the Class M-II-1 Certificates, 83.00%; with respect to the Class
M-II-2 Certificates, 91.50%; and with respect to the Class M-II-3 Certificates,
98.50%.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
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Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Depositor.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues with respect to each Distribution Date at an annual rate designated as
"SUBSERV FEE" in Exhibit F-1 and Exhibit F-2.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II, REMIC III and REMIC IV due to their
classification as REMICs under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I, REMIC II, REMIC III and
REMIC IV, the Reserve Fund and the Reserve Fund Deposit.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any Distribution Date, one month's interest at the related
Uncertificated Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated Principal Balance, immediately prior to such Distribution Date.
Uncertificated Accrued Interest for the Group I Uncertificated Regular Interests
(except for REMCI III Regular Interest MT-I-2) shall accrue on the basis of a
360-day year consisting of twelve 30-day months. Uncertificated Accrued Interest
for the Group II Uncertificated Regular Interests (and for REMCI III Regular
Interest MT-I-2) shall accrue on the basis of a 360-day year and the actual
number of days in the related Accrual Period. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for
any Distribution
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Date, any Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest) relating to the Group I Loans for any Distribution Date
shall be allocated first to REMIC I Regular Interest LT-A-1, then to REMIC I
Regular Interest LT-A-2 and then to REMIC I Regular Interest LT- A-3, in each
case to the extent of one month's interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated
Principal Balance of each such Uncertificated REMIC I Regular Interest. For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interest for any Distribution Date, any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Group II Loans for any Distribution Date shall be allocated to REMIC II Regular
Interest LT-B, to the extent of one month's interest at the then applicable
respective Uncertificated REMIC II Pass- Through Rate on the respective
Uncertificated Principal Balance of such Uncertificated REMIC II Regular
Interest. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC III Group I Regular Interests for any Distribution Date,
any Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group I Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC III Regular
Interest MT-I-1 and REMIC III Regular Interest MT-I-10 up to an aggregate amount
equal to the REMIC III Group I Interest Loss Allocation Amount, 98% and 2%,
respectively, and thereafter any remaining Prepayment Interest Shortfalls (to
the extent not covered by Compensating Interest) relating to the Group I Loans
for any Distribution Date shall be allocated among REMIC III Regular Interests
XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, MT-I-8, MT-I-9, XX-X-00,
XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, MT-IO-7 and MT-IO-8, pro
rata based on, and to the extent of, Uncertificated Accrued Interest, as
calculated without application of this sentence. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC III Group II Regular
Interests for any Distribution Date, any Prepayment Interest Shortfalls (to the
extent not covered by Compensating Interest) relating to the Group II Loans for
any Distribution Date shall be allocated first, to Uncertificated Accrued
Interest payable to REMIC III Regular Interest MT-II-1 and REMIC III Regular
Interest MT-II-6 up to an aggregate amount equal to the REMIC III Group II
Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter any
remaining Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest) relating to the Group II Loans for any Distribution Date
shall be allocated among REMIC III Regular Interests MT-II-1, MT-II-2, MT-II-3,
MT-II-4, MT-II-5 and MT-II-6, pro rata based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this
sentence.
Uncertificated Notional Amount: With respect to each of REMIC III
Regular Xxxxxxxxx XX-X- 0, XX-XX-0, XX-XX-0 and MT-IO-7 and any date of
determination after March 2002 and on or before September 2002, the
Uncertificated Principal Balance of REMIC I Regular Interest LT-A-2 for such
Distribution Date, (ii) with respect to each of REMIC III Regular Interests
MT-I-1, MT-IO-3 and MT-IO-5 and any date of determination after September 2002
and on or before March 2003, the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-2 for such Distribution Date, (iii) with respect to each
of REMIC III Regular Interests MT-I-1 and MT-IO-3 and any date of determination
after March 2003 and on or before September 2003, the Uncertificated Principal
Balance of REMIC I Regular Interest LT-A-2 for such Distribution Date, (iv) with
respect to of REMIC III Regular Interest MT-I-1 and any date of determination
after March 2003 and on or before September 2004, the Uncertificated Principal
Balance of REMIC I Regular Interest LT-A-2 for such Distribution Date, (v) with
respect to each of REMIC III Regular Interests MT-I-2, MT-IO-4, MT- IO-6 and
MT-IO-8 and any date of determination after March 2002 and on or before
September 2002, the Uncertificated Principal Balance of REMIC I Regular Interest
LT-A-3 for such Distribution Date, (vi) with respect to each of REMIC III
Regular Interests MT-I-2, MT-IO-4 and MT-IO-6 and any date of determination
after September 2002 and on or before March 2003, the Uncertificated Principal
Balance of REMIC I Regular Interest LT-A-3 for such Distribution Date, (vii)
with respect to each of REMIC III Regular Interests MT-I-2 and MT-IO-4 and any
date of determination after March 2003 and on or before September 2003, the
Uncertificated Principal Balance of REMIC I Regular Interest LT-A-3 for such
Distribution Date, (vii) with respect to REMIC III Regular Interest MT-I-2 and
any date of determination after September 2003 and on or before March 2004, the
Uncertificated Principal Balance of REMIC I Regular Interest LT-A-3 for such
Distribution Date.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate or Uncertificated
REMIC III Pass-Through Rate.
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest (other than REMIC III Regular Interests XX-XX-0,
XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, MT-IO- 6, MT-IO-7 and MT-IO-8) outstanding
as of any date of determination. The Uncertificated Principal Balance of each
Uncertificated Regular Interest shall be reduced by all distributions of
principal made on such Uncertificated Regular Interest, as applicable, on such
Distribution Date and, if and to the extent necessary and appropriate, shall be
further reduced in such Distribution Date by Realized Losses. The Uncertificated
Principal Balance of each Uncertificated Regular Interest shall never be less
than zero. REMIC III Regular Interest MT-I-IO will not have an Uncertificated
Principal Balance.
Uncertificated Regular Interests: The REMIC I Regular Interests, the REMIC
II Regular Interests and the REMIC III Regular Interests.
Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Group I Net WAC Cap Rate.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate.
Uncertificated REMIC III Pass-Through Rate:
(a) With respect to REMIC III Regular Interest MT-I-1, REMIC III Regular
Interest MT- I-2, REMIC III Regular Interest MT-I-3, REMIC III Regular Interest
MT-I-4, REMIC III Regular Interest MT-I-5, REMIC III Regular Interest MT-I-6,
REMIC III Regular Interest MT-I-7, REMIC III Regular Interest MT-I-8, REMIC III
Regular Interest MT-I-9 and REMIC III Regular Interest MT- I-10, and any
Distribution Date, a per annum rate equal to the Group I Adjusted Net WAC Rate.
(b) With respect to REMIC III Regular Interest MT-IO-1 and the first 30
Distribution Dates, 3.50%, and with respect to REMIC III Regular Interest
MT-IO-1 and any Distribution Date thereafter, 0.00% per annum.
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(c) With respect to REMIC III Regular Interest MT-IO-2 and the first 24
Distribution Dates, 3.50%, and with respect to REMIC III Regular Interest
MT-IO-2 and any Distribution Date thereafter, 0.00% per annum.
(d) With respect to REMIC III Regular Interest MT-IO-3 and the first 18
Distribution Dates, 0.50%, and with respect to REMIC III Regular Interest
MT-IO-3 and any Distribution Date thereafter, 0.00% per annum.
(e) With respect to REMIC III Regular Interest MT-IO-4 and the first 18
Distribution Dates, 0.50%, and with respect to REMIC III Regular Interest
MT-IO-4 and any Distribution Date thereafter, 0.00% per annum.
(f) With respect to REMIC III Regular Interest MT-IO-5 and the first 12
Distribution Dates, 0.75%, and with respect to REMIC III Regular Interest
MT-IO-5 and any Distribution Date thereafter, 0.00% per annum.
(g) With respect to REMIC III Regular Interest MT-IO-6 and the first 12
Distribution Dates, 0.75%, and with respect to REMIC III Regular Interest
MT-IO-6 and any Distribution Date thereafter, 0.00% per annum.
(h) With respect to REMIC III Regular Interest MT-IO-7 and the first 6
Distribution Dates, 0.75%, and with respect to REMIC III Regular Interest
MT-IO-7 and any Distribution Date thereafter, 0.00% per annum.
(i) With respect to REMIC III Regular Interest MT-IO-8 and the first 6
Distribution Dates, 0.75%, and with respect to REMIC III Regular Interest
MT-IO-8 and any Distribution Date thereafter, 0.00% per annum.
(j) With respect to REMIC III Regular Interest MT-II-1, REMIC III
Regular Interest MT- II-2, REMIC III Regular Interest MT-II-3, REMIC III Regular
Interest MT-II-4, REMIC III Regular Interest MT-II-5 and REMIC III Regular
Interest MT-II-6, and any Distribution Date, a per annum rate equal to the
Uncertificated REMIC II Pass-Through Rate.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is
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described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
--
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 96.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates and the
Class M Certificates, other than the Class A-I-IO Certificates, in proportion to
the outstanding Certificate Principal Balances of their respective Certificates;
1% of all of the Voting Rights shall be allocated among Holders of the Class
A-I-IO Certificates; 1% and 1% of all of the Voting Rights shall be allocated
among the Holders of the Class SB-I and Class SB-II Certificates, respectively;
0.25%, 0.25%, 0.25% and 0.25% of all of the Voting Rights shall be allocated
among the Holders of the Class R-I, Class R-II, Class R-III and Class R-IV
Certificates, respectively; in each case to be allocated among the Certificates
of such Class in accordance with their respective Percentage Interest.
Weighted Average Net Mortgage Rate: With respect to any Distribution
Date, a per annum rate equal to the weighted average of the Net Mortgage Rates
(or, if applicable, the Modified Net Mortgage Rates) on the Group II Loans as of
the end of the calendar month immediately preceding the month in which such
Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances thereof immediately preceding such Distribution Date.
Section 1.02. Determination of LIBOR.
----------------------
LIBOR applicable to the calculation of the Pass-Through Rate on the
LIBOR Certificates for any Interest Accrual Period will be determined on each
LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, LIBOR shall be
established by the Trustee and, as to any Interest Accrual Period, will equal
the rate for one month United States dollar deposits that appears on the
Telerate Screen Page 3750 as of 11:00 a.m., London time, on such LIBOR Rate
Adjustment Date. "Telerate Screen Page 3750" means the display designated as
page 3750 on the Telerate Service (or such other page as may replace page 3750
on that service for the purpose of displaying London interbank offered rates of
major banks). If such rate does not appear on such page (or such other page as
may replace that page on that service, or if such service is no longer offered,
LIBOR shall be so established by use of such other service for displaying LIBOR
or comparable rates as may be selected by the Trustee after consultation with
the Master Servicer), the rate will be the Reference Bank Rate. The "Reference
Bank Rate" will be determined on the basis of the rates at which deposits in
U.S. Dollars are offered by the reference banks (which shall be any three major
banks that are engaged in transactions in the London interbank market, selected
by the Trustee after consultation with the Master Servicer) as of 11:00 a.m.,
London time, on the LIBOR Rate Adjustment Date to prime banks in the London
interbank market for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the LIBOR Certificates then
outstanding. The Trustee will 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 will be the arithmetic mean of the quotations
rounded up to the next multiple of 1/16%. If on such date fewer than two
quotations are provided as requested, the rate will be the arithmetic mean of
the rates quoted by one or more major
63
banks in New York City, selected by the Trustee after consultation with the
Master Servicer, as of 11:00 a.m., New York City time, on such date for loans in
U.S. Dollars to leading European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the LIBOR
Certificates then outstanding. If no such quotations can be obtained, the rate
will be LIBOR for the prior Distribution Date or in the case of the first LIBOR
Rate Adjustment Date, 1.90%; provided however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the
previous Distribution Date for the third consecutive Distribution Date, the
Trustee shall select an alternative comparable index (over which the Trustee has
no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.
The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and
the Trustee's subsequent calculation of the Pass-Through Rate applicable to the
LIBOR Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding. Promptly following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with the results of
its determination of LIBOR on such date. Furthermore, the Trustee will supply to
any Certificateholder so calling the Trustee at 0-000-000-0000 and requesting
the Pass-Through Rate on the LIBOR Certificates for the current and the
immediately preceding Interest Accrual Period.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the
Mortgage Loans in the month of March 2002); (ii) the Reserve Fund Deposit; and
(iii) all proceeds of the foregoing.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, the Depositor delivered or caused to be delivered
hereunder to the Trustee the Certificate Policy, and except as set forth in
Section 2.01(c) below, the Depositor does hereby deliver to, and deposit with,
the Trustee, or to and with one or more Custodians, as the duly appointed agent
or agents of the Trustee for such purpose, the following documents or
instruments (or copies thereof as permitted by this Section)
(I) with respect to each Mortgage Loan so assigned (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the
Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, the Assignment (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator to the
Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is
registered on the MERS(R) System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a copy of
such assignment or assignments of the Mortgage with evidence of
recording indicated thereon;
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(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan, or a
copy of each modification, assumption agreement or preferred loan
agreement; and
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative
Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) A duly completed UCC-1 financing statement showing
Residential Funding as debtor, the Company as secured party and the
Trustee as assignee and a duly completed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
66
each in a form sufficient for filing, evidencing the interest of such
debtors in the Cooperative Loans.
The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii),
(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
(c) In connection with any Mortgage Loan, if the Depositor cannot
deliver the original of the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof as permitted by Section
2.01(b)) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement because of (i) a delay caused by the public recording
office where such Mortgage, assignment, modification, assumption agreement or
preferred loan agreement as the case may be, has been delivered for recordation,
or (ii) a delay in the receipt of certain information necessary to prepare the
related assignments, the Depositor shall deliver or cause to be delivered to the
Trustee or the respective Custodian a copy of such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for Residential Funding
and its successors and assigns, and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Depositor because of
any defect therein, the Depositor shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment, Form UCC-3 or Form UCC-1, as applicable, to be recorded
in accordance with this paragraph. The Depositor shall promptly deliver or cause
to be delivered to the Trustee or the respective Custodian such Mortgage or
Assignment, Form UCC-3 or Form UCC-1, as applicable (or copy thereof as
permitted by Section 2.01(b)), with evidence of recording indicated thereon upon
receipt thereof from the public recording office or from the related
Subservicer. In connection with its servicing of Cooperative Loans, the Master
Servicer will use its best efforts to file timely continuation statements with
regard to each financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside of the State of
New York.
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If the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of Mortgage in blank, the Depositor shall, or shall cause the
Custodian to, complete the endorsement of the Mortgage Note and the Assignment
of Mortgage in the name of the Trustee in conjunction with the Interim
Certification issued by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Depositor
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 be construed as a
sale by the Depositor to the Trustee of the Mortgage Loans for the benefit of
the Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to
secure a debt or other obligation of the Depositor. However, in the event that
the Mortgage Loans are held to be property of the Depositor or of Residential
Funding, or if for any reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyances
provided for in this Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and
Cooperative Lease, (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) any and all general intangibles consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Depositor to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter
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acquired, in and to the property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party," or possession by a purchaser or
a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Uniform Commercial Code as in effect in the
States of New York and Minnesota and any other applicable jurisdiction; and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officers' Certificate of the Depositor,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Depositor or the Trustee (such preparation and filing shall be at
the expense of the Trustee, if occasioned by a change in the Trustee's name),
(2) any change of location of the place of business or the chief executive
office of Residential Funding or the Depositor or (3) any transfer of any
interest of Residential Funding or the Depositor in any Mortgage Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above
(except that for purposes of such acknowledgment only, a Mortgage Note may be
endorsed in blank and an Assignment of Mortgage may be in blank) and declares
that it, or a Custodian as its agent, holds and will hold such documents and the
other documents constituting a part of the Mortgage Files delivered to it, or a
Custodian as its agent, in trust for the use and benefit of all present and
future Certificateholders. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees, for the benefit of
Certificateholders, to review each Mortgage File delivered to it pursuant to
Section 2.01(b) within 45 days after the Closing Date to ascertain that all
required documents (specifically as set forth in Section 2.01(b)), have been
executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b)
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above have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Upon
delivery of the Mortgage Files by the Depositor or the Master Servicer, the
Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, and based solely upon a receipt or certification executed
by the Custodian, receipt by the respective Custodian as the duly appointed
agent of the Trustee) of the documents referred to in Section 2.01(c) above. If
the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective, the Trustee
shall promptly so notify the Master Servicer and the Depositor; provided, that
if the Mortgage Loan related to such Mortgage File is listed on Schedule A of
the Assignment Agreement, no notification shall be necessary. Pursuant to
Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Depositor and the Trustee of any such omission or defect found by
it in respect of any Mortgage File held by it. If such omission or defect
materially and adversely affects the interests in the related Mortgage Loan of
the Certificateholders, the Master Servicer shall promptly notify the related
Subservicer of such omission or defect and request that such Subservicer correct
or cure such omission or defect within 60 days from the date the Master Servicer
was notified of such omission or defect and, if such Subservicer does not
correct or cure such omission or defect within such period, that such
Subservicer purchase such Mortgage Loan from the Trust Fund at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered; and provided further, that no
cure, substitution or repurchase shall be required if such omission or defect is
in respect of a Mortgage Loan listed on Schedule A of the Assignment Agreement.
The Purchase Price for any such Mortgage Loan shall be deposited or caused to be
deposited by the Master Servicer in the Custodial Account maintained by it
pursuant to Section 3.07 and, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Subservicer or its designee, as
the case may be, any Mortgage Loan released pursuant hereto and thereafter such
Mortgage Loan shall not be part of the Trust Fund. In furtherance of the
foregoing, if the Subservicer or Residential Funding that repurchases the
Mortgage Loan is not a member of MERS and the Mortgage is registered on the
MERS(R) System, the Master Servicer, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to such
Subservicer or Residential Funding and shall cause such Mortgage to be removed
from registration on the MERS(R) System in accordance with MERS' rules and
regulations. It is understood and agreed that the obligation of the Subservicer,
to so cure or purchase any Mortgage Loan as to which a material and adverse
defect in or omission of a constituent document exists shall constitute the sole
remedy respecting such defect or omission available to Certificateholders or the
Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Depositor.
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(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that: (i) The Master Servicer is a
corporation duly organized, validly existing and in good standing under the laws
governing its creation and existence and is or will be in compliance with the
laws of each state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in accordance with
the terms of this Agreement; (ii) The execution and delivery of this Agreement
by the Master Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of Incorporation or
Bylaws or constitute a material default (or an event which, with notice or lapse
of time, or both, would constitute a material default) under, or result in the
material breach of, any material contract, agreement or other instrument to
which the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets; (iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Depositor, constitutes a valid,
legal and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law; (iv)
The Master Servicer is not in default with respect to any order or decree of any
court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Master Servicer or its properties or might have consequences that would
materially adversely affect its performance hereunder; (v) No litigation is
pending or, to the best of the Master Servicer's knowledge, threatened against
the Master Servicer which would prohibit its entering into this Agreement or
performing its obligations under this Agreement; (vi) The Master Servicer will
comply in all material respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each Required Insurance
Policy; (vii) No information, certificate of an officer, statement furnished in
writing or report delivered to the Depositor, any Affiliate of the Depositor or
the Trustee by the Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue statement of a material fact or omit a material
fact necessary to make the information, certificate, statement or report not
misleading; (viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with the
terms thereof. The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing, and will comply
in all material respects with the rules and procedures of MERS in connection
with the servicing of the Mortgage Loans that are registered with MERS. It is
understood and agreed that the representations and warranties set forth in this
Section 2.03(a) shall survive delivery of the respective Mortgage Files to the
Trustee or any Custodian. Upon discovery by either the Depositor, the Master
Servicer, the Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement). Within 90 days
of its discovery or its receipt of notice of such breach, the Master Servicer
shall either (i) cure such breach in all material respects or (ii) to the extent
that such breach is with respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that if the omission or defect would
cause the Mortgage Loan to be other than a "qualified mortgage" as defined in
Section
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860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. The obligation of the Master Servicer
to cure such breach or to so purchase such Mortgage Loan shall constitute the
sole remedy in respect of a breach of a representation and warranty set forth in
this Section 2.03(a) available to the Certificateholders or the Trustee on
behalf of the Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified): (i) The information set forth in
Exhibit F-1 and Exhibit F-2 hereto with respect to each Mortgage Loan or the
Mortgage Loans, as the case may be, is true and correct in all material respects
at the respective date or dates which such information is furnished; (ii)
Immediately prior to the conveyance of the Mortgage Loans to the Trustee, the
Depositor had good title to, and was the sole owner of, each Mortgage Loan free
and clear of any pledge, lien, encumbrance or security interest (other than
rights to servicing and related compensation) and such conveyance validly
transfers ownership of the Mortgage Loans to the Trustee free and clear of any
pledge, lien, encumbrance or security interest; and (iii) Each Mortgage Loan
constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1). It is understood and agreed that
the representations and warranties set forth in this Section 2.03(b) shall
survive delivery of the respective Mortgage Files to the Trustee or any
Custodian. Upon discovery by any of the Depositor, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties set forth in this Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the representation and warranty set
forth in Section 2.03(b)(iii), the party discovering such breach shall give such
notice within five days of discovery. Within 90 days of its discovery or its
receipt of notice of breach, the Depositor shall either (i) cure such breach in
all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at
the Purchase Price and in the manner set forth in Section 2.02; provided that
the Depositor shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within
two years following the Closing Date; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure, substitution or repurchase
must occur within 90 days from the date such breach was discovered. Any such
substitution shall be effected by the Depositor under the same terms and
conditions as provided in Section 2.04 for substitutions by Residential Funding.
It is understood and agreed that the obligation of the Depositor to cure such
breach or to so purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of the Certificateholders. Notwithstanding the foregoing, the Depositor
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Residential Funding.
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in
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respect of the Assignment Agreement applicable to a Mortgage Loan. Insofar as
the Assignment Agreement relates to the representations and warranties made by
Residential Funding in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such representations and warranties, such right,
title and interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders. Upon the discovery by the Depositor, the
Master Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties made in the Assignment Agreement in respect of
any Mortgage Loan or of any Repurchase Event which materially and adversely
affects the interests of the Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement). The Master
Servicer shall promptly notify Residential Funding of such breach or Repurchase
Event and request that Residential Funding either (i) cure such breach or
Repurchase Event in all material respects within 90 days from the date the
Master Servicer was notified of such breach or Repurchase Event or (ii) purchase
such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner
set forth in Section 2.02; provided that, in the case of a breach or Repurchase
Event under the Assignment Agreement, Residential Funding shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years following the Closing Date;
provided that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan
or Loans shall be subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, and Residential Funding shall be deemed
to have made the representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in Section 4 of the Assignment Agreement, as
of the date of substitution, and the covenants, representations and warranties
set forth in this Section 2.04, and in Section 2.03 hereof and in Section 4 of
the Assignment Agreement, and the Master Servicer shall be obligated to
repurchase or substitute for any Qualified Substitute Mortgage Loan as to which
a Repurchase Event (as defined in the Assignment Agreement) has occurred
pursuant to Section 4 of the Assignment Agreement. In connection with the
substitution of one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will determine the amount (if any)
by which the
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aggregate principal balance of all such Qualified Substitute Mortgage Loans as
of the date of substitution is less than the aggregate Stated Principal Balance
of all such Deleted Mortgage Loans (in each case after application of the
principal portion of the Monthly Payments due in the month of substitution that
are to be distributed to the Certificateholders in the month of substitution).
Residential Funding shall deposit the amount of such shortfall into the
Custodial Account on the day of substitution, without any reimbursement
therefor. Residential Funding shall give notice in writing to the Trustee of
such event, which notice shall be accompanied by an Officers' Certificate as to
the calculation of such shortfall and by an Opinion of Counsel to the effect
that such substitution will not cause (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of
REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any
time that any Certificate is outstanding. It is understood and agreed that the
obligation of the Residential Funding to cure such breach or purchase (or in the
case of Residential Funding to substitute for) such Mortgage Loan as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of the Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance
of Uncertificated REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests and the REMIC II Regular Interest for the
benefit of the Holders of the REMIC III Regular Interests and the Holders of the
Class R-III Certificates. The Trustee acknowledges receipt of the REMIC I
Regular Interests and the REMIC II Regular Interest (each of which is
uncertificated) and declares that it holds and will hold the same in trust for
the exclusive use and benefit of the Holders of the REMIC III Regular Interests
and Holders of the Class R-III Certificates. The interests evidenced by the
Class R-III Certificates, together with the REMIC III Regular Interests,
constitute the entire beneficial ownership interest in REMIC III.
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(c) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC III Regular Interests for the benefit of the holders of the
Regular Certificates and the Class R-IV Certificates. The Trustee acknowledges
receipt of the REMIC III Regular Interests (which are uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the Regular Certificates and the Class R-IV
Certificates. The interests evidenced by the Class R-IV Certificate, together
with the Regular Certificates, constitute the entire beneficial ownership
interest in REMIC IV.
(d) In exchange for the REMIC III Regular Interests and, concurrently
with the assignment to the Trustee thereof, pursuant to the written request of
the Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates in authorized denominations evidencing (together with the Class
R-IV Certificates) the entire beneficial ownership interest in REMIC IV.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS System, it becomes
necessary to remove any Mortgage Loan from registration on the MERS System and
to arrange for the assignment of the related Mortgages to the Trustee, then any
related expenses shall be reimbursable to the Master Servicer. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause any of REMIC I, REMIC II, REMIC III or REMIC
IV to fail to qualify as a REMIC under the Code. The Trustee shall
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furnish the Master Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to service and administer
the Mortgage Loans. The Trustee shall not be liable for any action taken by the
Master Servicer or any Subservicer pursuant to such powers of attorney. In
servicing and administering any Nonsubserviced Mortgage Loan, the Master
Servicer shall, to the extent not inconsistent with this Agreement, comply with
the Program Guide as if it were the originator of such Mortgage Loan and had
retained the servicing rights and obligations in respect thereof. In connection
with servicing and administering the Mortgage Loans, the Master Servicer and any
Affiliate of the Master Servicer (i) may perform services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. In addition, any
Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved
servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a
VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to
receive and retain, as provided in the related Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of all amounts required to be remitted to the
Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is
a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the
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context otherwise requires, references in this Agreement to actions taken or to
be taken by the Master Servicer in servicing the Mortgage Loans include actions
taken or to be taken by a Subservicer on behalf of the Master Servicer. Each
Subservicing Agreement will be upon such terms and conditions as are generally
required by, permitted by or consistent with the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. With the approval of the Master Servicer, a Subservicer may
delegate its servicing obligations to third- party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.
Section 3.03. Successor Subservicers.
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The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
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Section 3.04. Liability of the Master Servicer.
--------------------------------
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits
to Custodial Account.
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(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), provided, however, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable.
In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note and local law
and practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Amount thereof by the original Maturity Date based on
the original Mortgage Rate; provided, that such reamortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal component
of any Subservicer Advance or of any REO Proceeds received in connection with an
REO Property for which an REO Disposition has occurred;
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(ii) All payments on account of interest at the Adjusted Mortgage Rate
on the Mortgage Loans, including the interest component of any Subservicer
Advance or of any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in connection
with the substitution of a Qualified Substitute Mortgage Loan pursuant to
Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) or
3.21 and any payments or collections received consisting of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections
consisting of late payment charges or assumption fees may but need not be
deposited by the Master Servicer in the Custodial Account. In the event any
amount not required to be deposited in the Custodial Account is so deposited,
the Master Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The Custodial
Account may contain funds that belong to one or more trust funds created for
mortgage pass-through certificates of other series and may contain other funds
respecting payments on mortgage loans belonging to the Master Servicer or
serviced or master serviced by it on behalf of others. Notwithstanding such
commingling of funds, the Master Servicer shall keep records that accurately
reflect the funds on deposit in the Custodial Account that have been identified
by it as being attributable to the Mortgage Loans. With respect to Insurance
Proceeds, Liquidation Proceeds, REO Proceeds and the proceeds of the purchase of
any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any
calendar month, the Master Servicer may elect to treat such amounts as included
in the related Group I or Group II Available Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated to do so. If the
Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
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(d) The Master Servicer shall give notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections consisting of late charges or assumption fees, or
payments or collections received consisting of prepayment charges to the extent
that the Subservicer is entitled to retain such amounts pursuant to the
Subservicing Agreement. On or before the date specified in the Program Guide,
but in no event later than the Determination Date, the Master Servicer shall
cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the
Master Servicer for deposit in the Custodial Account all funds held in the
Subservicing Account with respect to each Mortgage Loan serviced by such
Subservicer that are required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing Agreement, to
advance on such scheduled date of remittance amounts equal to any scheduled
monthly installments of principal and interest less its Subservicing Fees on any
Mortgage Loans for which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the related
Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust
Fund by deed in lieu of foreclosure or otherwise. All such advances received by
the Master Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate or Adjusted Net Mortgage Rate, with
respect to a Group I Loan (or Modified Net Mortgage Rate plus the rate per annum
at which the Servicing Fee accrues in the case of a Modified Mortgage Loan) on
any Curtailment received by such Subservicer in respect of a Mortgage Loan from
the related Mortgagor during any month that is to be applied by the Subservicer
to reduce the unpaid principal balance of the related Mortgage Loan as of the
first day of such month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a Subservicer pursuant to
the preceding sentence shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject to its withdrawal or
order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced
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Mortgage Loans to, establish and maintain one or more Servicing Accounts and
deposit and retain therein all collections from the Mortgagors (or advances from
Subservicers) for the payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items for the
account of the Mortgagors. Each Servicing Account shall satisfy the requirements
for a Subservicing Account and, to the extent permitted by the Program Guide or
as is otherwise acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the Mortgage Loans from
the Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes: (i) to make deposits into the Certificate Account in the amounts and
in the manner provided for in Section 4.01; (ii) to reimburse itself or the
related Subservicer for previously unreimbursed advances or expenses made
pursuant to Sections 3.01, 3.08, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this
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Agreement, such withdrawal right being limited to amounts received on particular
Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant
to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late Collections of
Monthly Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) late recoveries of the
payments for which such advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously retained by
such Subservicer) out of each payment received by the Master Servicer on account
of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to interest (but
not in excess of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of such
interest being interest at a rate per annum equal to the Net Mortgage Rate or
Adjusted Net Mortgage Rate, with respect to a Group I Loan(or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified
in the amortization schedule of the related Mortgage Loan as the principal
balance thereof at the beginning of the period respecting which such interest
was paid after giving effect to any previous Curtailments; (iv) to pay to itself
as additional servicing compensation any interest or investment income earned on
funds deposited in the Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c); (v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts remitted by Subservicers
as interest in respect of Curtailments pursuant to Section 3.08(b); (vi) to pay
to itself, a Subservicer, Residential Funding, the Depositor or any other
appropriate Person, as the case may be, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased or otherwise
transferred pursuant to Section 2.02, 2.03, 2.04, 3.23, 4.07 or 9.01, all
amounts received thereon and not required to be distributed to
Certificateholders as of the date on which the related Stated Principal Balance
or Purchase Price is determined; (vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment of the
Master Servicer, default is reasonably foreseeable pursuant to Section 3.07(a),
to the extent the amount of the Advance has been added to the outstanding
principal balance of the Mortgage Loan; (viii) to reimburse itself or the
Depositor for expenses incurred by and reimbursable to it or the Depositor
pursuant to Section 3.14(c), 6.03, 10.01 or otherwise; (ix) to reimburse itself
for amounts expended by it (a) pursuant to Section 3.14 in good faith in
connection with the restoration of property damaged by an Uninsured Cause, and
(b) in connection with the liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or
(viii) above; and (x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section 3.07,
including any payoff fees or penalties or any other additional amounts payable
to the Master Servicer or Subservicer pursuant to the terms of the Mortgage
Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
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(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
-----------------------------------------
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value at origination in the case of such a Mortgage Loan having
a Loan-to-Value Ratio at origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off Date and the Master
Servicer had knowledge of such Primary Insurance Policy. The Master Servicer
shall not cancel or refuse to renew any such Primary Insurance Policy applicable
to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan (together with the principal balance of any mortgage loan secured
by a lien that is senior to the Mortgage Loan) or 100 percent of the insurable
value of the improvements; provided, however, that such coverage may not be less
than the
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minimum amount required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so without breaching the related
Subservicing Agreement, the Master Servicer shall replace any Subservicer that
does not cause such insurance, to the extent it is available, to be maintained.
The Master Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an amount which is
at least equal to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard insurance policy. Pursuant
to Section 3.07, any amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's normal servicing procedures)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).In the event that the
Master Servicer shall obtain and maintain a blanket fire insurance policy with
extended coverage insuring against hazard losses on all of the Mortgage Loans,
it shall conclusively be deemed to have satisfied its obligations as set forth
in the first sentence of this Section 3.12(a), it being understood and agreed
that such policy may contain a deductible clause, in which case the Master
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property a policy complying with the first sentence of this
Section 3.12(a) and there shall have been a loss which would have been covered
by such policy, deposit in the Certificate Account the amount not otherwise
payable under the blanket policy because of such deductible clause. Any such
deposit by the Master Servicer shall be made on the Certificate Account Deposit
Date next preceding the Distribution Date which occurs in the month following
the month in which payments under any such policy would have been deposited in
the Custodial Account. In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf
of itself, the Trustee and Certificateholders, claims under any such blanket
policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
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amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Mae or Xxxxxxx Mac. In the event that any such bond or
policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the Master Servicer shall not be deemed to be in default under this Section
3.13(a) by reason of any transfer or assumption which the Master Servicer is
restricted by law from preventing; and (ii) if the Master Servicer determines
that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on- sale clause contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale clause or to contest
such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as
REMICs under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this Agreement or cause the unpaid balance and interest on
the Mortgage Loan to be uncollectible in whole or in part, (ii) any required
consents of insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the assumption
or transfer (A) the Mortgage Loan will continue to be secured by a first
mortgage lien (or junior lien of the same
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priority in relation to any senior mortgage loan, with respect to any Mortgage
Loan secured by a junior Mortgage) pursuant to the terms of the Mortgage, (B)
such transaction will not adversely affect the coverage under any Required
Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining
term thereof, (D) no material term of the Mortgage Loan (including the interest
rate on the Mortgage Loan) will be altered nor will the term of the Mortgage
Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to
be released from liability on the Mortgage Loan, the buyer/transferee of the
Mortgaged Property would be qualified to assume the Mortgage Loan based on
generally comparable credit quality and such release will not (based on the
Master Servicer's or Subservicer's good faith determination) adversely affect
the collectability of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with the foregoing, the
Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed by the Master Servicer. Upon the closing
of the transactions contemplated by such documents, the Master Servicer shall
cause the originals or true and correct copies of the assumption agreement, the
release (if any), or the modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer
or such related Subservicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer or such Subservicer
as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that each of REMIC I, REMIC II, REMIC III or
REMIC IV would continue to qualify as a REMIC under the Code as a result thereof
and that no tax on "prohibited transactions" or "contributions" after the
startup day would be imposed on any of REMIC I, REMIC II, REMIC III or REMIC IV
as a result thereof. Any fee collected by the Master Servicer or the related
Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed
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assignment; and (iv) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
-----------------------------------------
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. Alternatively, the Master Servicer may take
other actions in respect of a defaulted Mortgage Loan, which may include (i)
accepting a short sale (a payoff of the Mortgage Loan for an amount less than
the total amount contractually owed in order to facilitate a sale of the
Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff
of the Mortgage Loan for an amount less than the total amount contractually owed
in order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii)
agreeing to a modification in accordance with Section 3.07. In connection with
such foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 3.11, follow such practices and procedures as it shall
deem necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the
Program Guide; provided that the Master Servicer shall not be liable in any
respect hereunder if the Master Servicer is acting in connection with any such
foreclosure or other conversion or action in a manner that is consistent with
the provisions of this Agreement. The Master Servicer, however, shall not be
required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage
loan, or towards the restoration of any property unless it shall determine (i)
that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses and charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10. In addition, the Master Servicer may pursue
any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any
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Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of each of
REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC under applicable state law
and avoid taxes resulting from such property failing to be foreclosure property
under applicable state law) or, at the expense of the Trust Fund, request, more
than 60 days before the day on which such grace period would otherwise expire,
an extension of such grace period unless the Master Servicer obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property subsequent
to such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause any of REMIC I,
REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC (for federal (or
any applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding
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any other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or (ii) subject REMIC I,
REMIC II, REMIC III or REMIC IV to the imposition of any federal income taxes on
the income earned from such REO Property, including any taxes imposed by reason
of Section 860G(c) of the Code, unless the Master Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate or Adjusted Net Mortgage Rate, with respect
to a Group I Loan (or the Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan), to the Due Date in the related Due Period prior to the
Distribution Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer
shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
-----------------------------------------------
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
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(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit G hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released to be returned to the
Trustee, or the Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage File or such document
has been delivered directly or through a Subservicer to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered directly or through a Subservicer to the Trustee a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
-------------------------------------------------------
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall
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be entitled to retain therefrom and to pay to itself and/or the related
Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of assumption fees,
late payment charges, investment income on amounts in the Custodial Account or
the Certificate Account or otherwise shall be retained by the Master Servicer or
the Subservicer to the extent provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer shall
not withdraw from the Custodial Account any such amount representing all or a
portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) shall not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) shall not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi). With respect to any Distribution Date, Compensating Interest derived
from Loan Group I shall be used on such Distribution Date (i) to cover any
Prepayment Interest Shortfalls on the Group I Loans and (ii) to cover any
Prepayment Interest Shortfalls on the Group II Loans, but only to the extent not
covered by Compensating Interest derived from Loan Group II. With respect to any
Distribution Date, Compensating Interest derived from Loan Group II shall be
used on such Distribution Date (i) to cover any Prepayment Interest Shortfalls
on the Group II Loans and (ii) to cover any Prepayment Interest Shortfalls on
the Group I Loans, but only to the extent not covered by Compensating Interest
derived from Loan Group I.
Section 3.17. Reports to the Trustee and the Depositor.
----------------------------------------
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Depositor a statement, certified
by a Servicing Officer, setting forth the status of the Custodial Account as of
the close of business on such Distribution Date as it relates to the
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Mortgage Loans and showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial Account in respect of
the Mortgage Loans for each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
---------------------------------
The Master Servicer will deliver to the Depositor, the Trustee and the
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and of its performance under the pooling and
servicing agreements, including this Agreement, has been made under such
officers' supervision, (ii) to the best of such officers' knowledge, based on
such review, the Master Servicer has complied in all material respects with the
minimum servicing standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers and has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and (iii) to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or if there has been material noncompliance with
such servicing standards or a material default in the fulfillment of such
obligations relating to this Agreement, specifying such statement shall include
a description of such noncompliance or specify each such default, as the case
may be, known to such officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
-------------------------------------------------------
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants which shall be
members of the American Institute of Certified Public Accountants to furnish a
report to the Depositor, the Certificate Insurer and the Trustee stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
--------------------------------------------------------
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The Master Servicer shall afford the Depositor, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Depositor may,
but is not obligated to perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer hereunder or exercise the rights of the Master
Servicer hereunder; provided that the Master Servicer shall not be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have the responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
-------------------
(a) The Master Servicer acting as agent of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on
each Certificate Account Deposit Date by wire transfer of immediately available
funds an amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07
or deposited into the Certificate Insurance Account pursuant to Section
12.02(b), (iv) any amount to be deposited in the Reserve Fund pursuant to
Section 4.08, (v) any amount required to be paid pursuant to Section 9.01, (vi)
an amount equal to the Certificate Insurer Premium payable on such Distribution
Date, (vii) any prepayment charges on the Mortgage Loans received during the
related Prepayment Period and (viii) all other amounts constituting the Group I
or Group II Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) [reserved]
(c) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.
Section 4.02. Distributions.
-------------
.. (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of
the Trustee) shall allocate and distribute the Principal Distribution Amount for
such date to the interests issued in respect of REMIC I, REMIC II, REMIC III and
REMIC IV as specified in this Section.
(b) (1)On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC III on
account of the REMIC I Regular Interests:
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(i) to the extent of the Group I Available Distribution Amounts,
first, to the Holders of REMIC I Regular Interest LT-A-2 and REMIC I
Regular Xxxxxxxx XX-X-0, in an amount equal to
(A) the Uncertificated Accrued Interest for such
Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates and
second, to Holders of REMIC I Regular Interest LT-A-1 in an amount equal to
(A) the Uncertificated Accrued Interest for such
Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates; and
(ii) to the Holders of REMIC I Regular Interests, in an amount
equal to the remainder of the Group I Available Distribution Amount for
such Distribution Date after the distributions made pursuant to clause
(i) above, allocated in the following order of priority:
(A) to the Holders of REMIC I Regular Interest LT-A-1,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-1 is reduced to zero;
(B) to the Holders of REMIC I Regular Interest LT-A-3,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-3 is reduced to zero;
(C) to the Holders of REMIC I Regular Interest LT-A-2,
until the Uncertificated Principal Balance of REMIC I
Regular Xxxxxxxx XX-X-0, is reduced to zero; and
(D) any remaining amount to the Holders of the Class R-I
Certificates.
(2) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC II to REMIC III on
account of the REMIC II Regular Interests:
(i) to the extent of the Group II Available Distribution Amounts,
to the Holders of REMIC II Regular Interest LT-B, in an amount equal to
(A) the related Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates; and
(ii) to the Holders of REMIC II Regular Interest LT-B, in an
amount equal to the remainder of the Group II Available Distribution
Amount for such Distribution Date after
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the distributions made pursuant to clause (i) above, allocated in the
following order of priority:
(A) to the Holders REMIC II Regular Interest LT-B, until
the Uncertificated Principal Balance of REMIC II Regular
Interest LT-B is reduced to zero; and
(B) any remaining amount to the Holders of the Class R-II
Certificates.
(3) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC III to REMIC IV on
account of the REMIC III Regular Interests:
(i) to the extent of the Group I Available Distribution Amount,
first, to the Holders of REMIC III Regular Interests XX-XX-0, XX-XX-0,
XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, MT-IO-7 and MT-IO-8, pro rata, in an
amount equal to (A) the related Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates, and second, to the Holders of
REMIC III Regular Interest MT-I-1, REMIC III Regular Interest MT-I-2,
REMIC III Regular Interest MT-I-3, REMIC III Regular Interest MT-I-4,
REMIC III Regular Interest MT-I-5, REMIC III Regular Interest MT-I-6,
REMIC III Regular Interest MT-I-7, REMIC III Regular Interest MT-I-8,
REMIC III Regular Interest MT-I-9 and REMIC III Regular Interest MT-I-
10, pro rata, in an amount equal to (A) the related Uncertificated
Accrued Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates.
Amounts payable as Uncertificated Accrued Interest in respect of REMIC
III Regular Interest MT-I-10 shall be reduced when the REMIC III Group I
Overcollateralization Amount is less than the REMIC III Group I Required
Overcollateralization Amount, by the lesser of (x) the amount of such
difference and (y) the REMIC III Group I Regular Interest MT-I-10
Maximum Interest Deferral Amount , and such amount will be payable to
the Holders of REMIC III Regular Interest MT-I-1, REMIC III Regular
Interest MT-I-2, REMIC III Regular Interest MT-I-3, REMIC III Regular
Interest MT-I-4, REMIC III Regular Interest MT-I-5, REMIC III Regular
Interest MT-I-6, REMIC III Regular Interest MT-I-7, REMIC III Regular
Interest MT-I-8 and REMIC III Regular Interest MT-I-9 in the same
proportion as the Group I Overcollateralization Increase Amount is
allocated to the Class A-I-1 Certificates, Class A-I-2 Certificates,
Class A-I-3 Certificates, Class A-I-4 Certificates, Class A-I-5
Certificates, Class M-I-1 Certificates, Class M-I-2 Certificates and
Class M-I-3, respectively; and
(ii) on each Distribution Date, to the Holders of REMIC III Group
I Regular Interests (other than REMIC III Regular Interests XX-XX-0,
XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0, MT-IO-7 and MT-IO-8), in an
amount equal to the remainder of the Group I Available Distribution
Amount after the distributions made pursuant to clause (i) above,
allocated as follows (except as provided below): (A) to the Holders of
the REMIC III Regular Interest MT-I-1, 98.00% of such remainder until
the Uncertificated Principal Balance of such REMIC III Regular Interest
is reduced to zero; (B) to the Holders of the REMIC III Regular Interest
XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0 and
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MT-I-9, 1.00% of such remainder, in the same proportion as principal
payments are allocated to the Class A-I-1 Certificates, Class A-I-2
Certificates, Class A-I-3 Certificates, Class A-I-4 Certificates, Class
A-I-5 Certificates, Class M-I-1 Certificates, Class M-I-2 Certificates
and Class M-I-3 Certificates, respectively; (C) to the Holders of the
REMIC III Regular Interest MT-I-10, 1.00% of such remainder; and (D) any
remaining amounts to the Holders of the Class R-III Certificates;
provided, however, that 98.00% and 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be
allocated to Holders of the REMIC III Regular Interest MT-I-1 and REMIC
III Regular Interest MT-I-10, respectively.
(iii) to the extent of the Group II Available Distribution
Amount, to the Holders of REMIC III Regular Interest MT-II-1, REMIC III
Regular Interest MT-II-2, REMIC III Regular Interest MT-II-3, REMIC III
Regular Interest MT-II-4, REMIC III Regular Interest MT-II-5 and REMIC
III Regular Interest MT-II-6, pro rata, in an amount equal to (A) the
related Uncertificated Accrued Interest for such Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in respect of REMIC III Regular Interest MT-II-6 shall be reduced when
the REMIC III Group II Overcollateralization Amount is less than the
REMIC III Group II Required Overcollateralization Amount, by the lesser
of (x) the amount of such difference and (y) the REMIC III Group II
Regular Interest MT-II-6 Maximum Interest Deferral Amount , and such
amount will be payable to the Holders of REMIC III Regular Interest
MT-II-2, REMIC III Regular Interest MT-II-3, REMIC III Regular Interest
MT-II-4 and REMIC III Regular Interest MT-II-5 in an amount equal to the
amount of Group II Overcollateralization Increase Amount allocated to
the Class A-II Certificates, Class M-II-1 Certificates, Class M-II-2
Certificates and Class M-II-3 Certificates, respectively; and (iv) on
each Distribution Date, to the Holders of REMIC III Group II Regular
Interests, in an amount equal to the remainder of the Group II Available
Distribution Amount after the distributions made pursuant to clause
(iii) above, allocated as follows (except as provided below): (A) to the
Holders of the REMIC III Regular Interest MT-II-1, 98.00% of such
remainder until the Uncertificated Principal Balance of such REMIC III
Regular Interest is reduced to zero; (B) to the Holders of the REMIC III
Regular Interest MT-II-2, REMIC III Regular Interest MT-II-3, REMIC III
Regular Interest MT-II-4 and REMIC III Regular Interest MT-II-5, 1.00%
of such remainder, in the same proportion as principal payments are
allocated to the Class A-II Certificates, Class M-II-1 Certificates,
Class M-II-2 Certificates and Class M-II-3 Certificates, (C) to the
Holders of the REMIC III Regular Interest MT-II-6, 1.00% of such
remainder; and (D) any remaining amounts to the Holders of the Class
R-III Certificates; provided, however, that 98.00% and 2.00% of any
principal payments that are attributable to an Overcollateralization
Reduction Amount shall be allocated to Holders of the REMIC III Regular
Interest MT-II-1 and REMIC III Regular Interest MT-II-6, respectively.
(4) Notwithstanding the distributions on the REMIC Regular
Interests described in this Section 4.02(b), distribution of funds from the
Certificate Account shall be made only in accordance with Section 4.02(c) and
(d).
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(c) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Certificate Insurer the Certificate Insurer Premium and in the case of a
distribution pursuant to Section 4.02(c)(xviii) below, the amount required to be
distributed to the Certificate Insurer pursuant to Section 4.02(c)(xviii) below,
and to each Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts), in the following order of priority, in each
case to the extent of the Group I Available Distribution Amount (or, with
respect to clause (xvii) below, to the extent of prepayment charges on deposit
in the Certificate Account):
(i) to the Class A-I Certificateholders, Accrued Certificate
Interest payable on such Certificates with respect to such Distribution
Date, plus any Accrued Certificate Interest remaining unpaid from any
prior Distribution Date, less any Prepayment Interest Shortfalls on the
Group I Loans, to the extent not covered by Compensating Interest
pursuant to Section 3.16, allocated to the Class A-I Certificateholders
as described in Section 4.02(h) (the "Class A-I Interest Distribution
Amount"), with such amount allocated among the Class A-I
Certificateholders on a pro rata basis;
(ii) to the Class M-I-1 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, plus any Accrued
Certificate Interest remaining unpaid from any prior Distribution Date,
less any Prepayment Interest Shortfalls on the Group I Loans, to the
extent not covered by Compensating Interest pursuant to Section 3.16,
allocated to the Class M-I-1 Certificates as described in Section
4.02(h) (the "Class M-I-1 Interest Distribution Amount");
(iii) to the Class M-I-2 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, plus any Accrued
Certificate Interest remaining unpaid from any prior Distribution Date,
less any Prepayment Interest Shortfalls on the Group I Loans, to the
extent not covered by Compensating Interest pursuant to Section 3.16,
allocated to the Class M-I-2 Certificates as described in Section
4.02(h) (the "Class M-I-2 Interest Distribution Amount");
(iv) to the Class M-I-3 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, plus any Accrued
Certificate Interest remaining unpaid from any prior Distribution Date,
less any Prepayment Interest Shortfalls on the Group I Loans, to the
extent not covered by
100
Compensating Interest pursuant to Section 3.16, allocated to the Class
M-I-3 Certificates as described in Section 4.02(h) (the "Class M-I-3
Interest Distribution Amount");
(v) to the Class A-I Certificateholders and Class M-I
Certificateholders (other than the Class A-I-IO Certificateholders), the
Group I Principal Distribution Amount (other than clauses (iv) and (v)
of the definition thereof), in the order described in Section 4.02(e),
until the Certificate Principal Balances of the Class A-I Certificates
and Class M-I Certificates have been reduced to zero;
(vi) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders) and the Class M-I Certificateholders, from
the Group I Excess Cash Flow, an amount equal to the Realized Losses on
the Group I Loans during the immediately preceding Due Period, which
amount shall be included in the Group I Principal Distribution Amount
and paid in accordance with Section 4.02(e) hereof, until the
Certificate Principal Balances of the Class A-I Certificates and Class
M-I Certificates have been reduced to zero;
(vii) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, an
amount equal to the Realized Losses on the Group II Loans during the
immediately preceding Due Period to the extent not covered by the Group
II Excess Cash Flow, which amount shall be included in the Group II
Principal Distribution Amount and paid in accordance with Section
4.02(f) hereof, until the Certificate Principal Balances of the Class
A-II Certificates and Class M-II Certificates have been reduced to zero;
(viii) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
Group II Overcollateralization Increase Amount for such Distribution
Date, which amount shall be included in the Group II Principal
Distribution Amount and paid in accordance with Section 4.02(f) hereof,
until the Certificate Principal Balances of the Class A-II Certificates
and Class M-II Certificates have been reduced to zero, but only to the
extent the aggregate Certificate Principal Balance of the Class A-II
Certificates and Class M-II Certificates immediately prior to such
Distribution Date exceeded the aggregate Stated Principal Balance of the
Group II Loans at the end of the immediately preceding Due Period and to
the extent not covered by the Group II Excess Cash Flow;
(ix) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders) and Class M-I Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the Group I Overcollateralization
Increase Amount for such Distribution Date, which amount shall be
included in the Group I Principal Distribution Amount and paid in
accordance with Section 4.02(e) hereof, until the Certificate Principal
Balances of such Class A-I Certificates and Class M-I Certificates have
been reduced to zero;
(x) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
Group II Overcollateralization Increase Amount for such
101
Distribution Date to the extent not covered by the Group II Excess Cash
Flow for such Distribution Date, which amount shall be included in the
Group II Principal Distribution Amount and paid in accordance with
Section 4.02(f) hereof, until the Certificate Principal Balances of the
Class A-II Certificates and Class M-II Certificates have been reduced to
zero;
(xi) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group I Loans, to the extent not covered by Compensating
Interest on such Distribution Date;
(xii) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group II Loans, to the extent not covered by Compensating
Interest and any Group II Excess Cash Flow on such Distribution Date;
(xiii) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon;
(xiv) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon, to
the extent not covered by any Group II Excess Cash Flow on such
Distribution Date;
(xv) to make payments, from amounts otherwise payable to the
Class SB-I Certificates (but in no event more than the Accrued
Certificate Interest on such Class), (i) first, to the Reserve Fund to
pay to the Class A-II Certificates and Class M-II Certificates the
amount of any Basis Risk Shortfall Carry-Forward Amount on such
Certificate to the extent not covered by payments pursuant to Section
4.02(d)(xv), and (ii) second, to maintain a balance in the Reserve Fund
equal to the Reserve Fund Deposit;
(xvi) to the Class SB-II Certificateholders, from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the amount of any Group I Overcollateralization
Reduction Amount for such Distribution Date to the extent of any Group
II Diverted Excess Spread;
(xvii) to the Class SB-I Certificates, from the amount, if any,
of the Group I Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest thereon, the
amount of any Group I Overcollateralization Reduction Amount for such
Distribution Date (to the extent not distributed to the Class SB-II
Certificates);
102
(xviii)to the Class SB-I Certificates, the amount of any payments
or collections consisting of prepayment charges received on the Group I
Loans (which amounts shall not be included in the Group I Available
Distribution Amount);
(xix) to the Certificate Insurer, as subrogee of the Insured
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, an
amount necessary to reimburse the Certificate Insurer for claims paid
under the Certificate Policy, to the extent of Cumulative Insurance
Payments on the Insured Certificates; and
(xx) to the related Class R Certificateholders, the balance, if
any, of the Group I Available Distribution Amount.
(d) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
each Certificateholder of record on the next preceding Record Date (other than
as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts, in the following order of priority, subject to
the provisions of Section 4.02(e)), in each case to the extent of the Group II
Available Distribution Amount (or, with respect to clause (xvii) below, to the
extent of prepayment charges on deposit in the Certificate Account):
(i) to the Class A-II Certificateholders, Accrued Certificate
Interest payable on such Certificates with respect to such Distribution
Date, plus any Accrued Certificate Interest remaining unpaid from any
prior Distribution Date, less any Prepayment Interest Shortfalls on the
Group II Loans, to the extent not covered by Compensating Interest
pursuant to Section 3.16, allocated to the Class A-II Certificateholders
as described in Section 4.02(h) (the "Class A-II Interest Distribution
Amount");
(ii) to the Class M-II-1 Certificateholders from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, plus any Accrued
Certificate Interest remaining unpaid from any prior Distribution Date,
less any Prepayment Interest Shortfalls on the Group II Loans, to the
extent not covered by Compensating Interest pursuant to Section 3.16,
allocated to the Class M-II-1 Certificates as described in Section
4.02(h) (the "Class M-II-1 Interest Distribution Amount");
(iii) to the Class M-II-2 Certificateholders from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, plus
103
any Accrued Certificate Interest remaining unpaid from any prior
Distribution Date, less any Prepayment Interest Shortfalls on the Group
II Loans, to the extent not covered by Compensating Interest pursuant to
Section 3.16, allocated to the Class M-II-2 Certificates as described in
Section 4.02(h) (the "Class M-II-2 Interest Distribution Amount");
(iv) to the Class M-II-3 Certificateholders from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, plus any Accrued
Certificate Interest remaining unpaid from any prior Distribution Date,
less any Prepayment Interest Shortfalls on the Group II Loans, to the
extent not covered by Compensating Interest pursuant to Section 3.16,
allocated to the Class M-II-3 Certificates as described in Section
4.02(h) (the "Class M-II-3 Interest Distribution Amount");
(v) to the Class A-II Certificateholders and Class M-II
Certificateholders, the Group II Principal Distribution Amount (other
than clauses (iv) and (v) of the definition thereof), in the order
described in Section 4.02(f) hereof, until the Certificate Principal
Balances of the Class A-II Certificates and Class M-II Certificates have
been reduced to zero;
(vi) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the Group II Excess Cash Flow an amount equal
to the Realized Losses on the Group II Loans during the immediately
preceding Due Period, which amount shall be included in the Group II
Principal Distribution Amount and paid in accordance with Section
4.02(f) hereof, until the Certificate Principal Balances of the Class
A-II Certificates and Class M-II Certificates have been reduced to zero;
(vii) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders) and Class M-I Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions an amount equal to the Realized Losses
on the Group I Loans during the immediately preceding Due Period to the
extent not covered by the Group I Excess Cash Flow, which amount shall
be included in the Group I Principal Distribution Amount and paid in
accordance with Section 4.02(e) hereof, until the Certificate Principal
Balances of the Class A-I Certificates and Class M-I Certificates have
been reduced to zero;
(viii) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders) and Class M-I Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the Group I Overcollateralization
Increase Amount for such Distribution Date, which amount shall be
included in the Group I Principal Distribution Amount and paid in
accordance with Section 4.02(e) hereof, until the Certificate Principal
Balances of the Class A-I Certificates and Class M-I Certificates have
been reduced to zero, but only to the extent the aggregate Certificate
Principal Balance of the Class A-I Certificates and Class M-I
Certificates immediately prior to such Distribution Date exceeded the
aggregate Stated Principal Balance of the Group I Loans at the end of
the immediately preceding Due Period and to the extent not covered by
the Group I Excess Cash Flow, in the order described in Section 4.02(e)
with respect to the Class A-I Certificates;
104
(ix) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
Group II Overcollateralization Increase Amount for such Distribution
Date, which amount shall be included in the Group II Principal
Distribution Amount and paid in accordance with Section 4.02(f) hereof,
until the Certificate Principal Balances of the Class A-II Certificates
and Class M-II Certificates have been reduced to zero;
(x) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders) and Class M-I Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the Group I Overcollateralization
Increase Amount for such Distribution Date to the extent not covered by
the Group I Excess Cash Flow for such Distribution Date, which amount
shall be included in the Group I Principal Distribution Amount and paid
in accordance with Section 4.02(e) hereof, until the Certificate
Principal Balances of the Class A-I Certificates and Class M-I
Certificates have been reduced to zero;
(xi) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group II Loans, to the extent not covered by Compensating
Interest on such Distribution Date;
(xii) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group I Loans, to the extent not covered by Compensating
Interest and any Group I Excess Cash Flow on such Distribution Date;
(xiii) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon;
(xiv) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon, to
the extent not covered by any Group I Excess Cash Flow on such
Distribution Date;
(xv) to make payments, from amounts otherwise payable to the
Class SB-II Certificates (but in no event more than the Accrued
Certificate Interest on such Class), (i) first, to the Reserve Fund to
pay to the Class A-II Certificates and Class M-II Certificates, the
amount of any Basis Risk Shortfall Carry-Forward Amount on such
Certificate, and (ii) second, to maintain a balance in the Reserve Fund
equal to the Reserve Fund Deposit;
105
(xvi) to the Class SB-I Certificateholders, from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, the amount of any Group II
Overcollateralization Reduction Amount for such Distribution Date to the
extent of any Group I Diverted Excess Spread;
(xvii) to the Class SB-II Certificates, from the amount, if any,
of the Group II Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest thereon, the
amount of any Group II Overcollateralization Reduction Amount for such
Distribution Date (to the extent not distributed to the Class SB-I
Certificates);
(xviii)to the Class SB-II Certificates, the amount of any
payments or collections consisting of prepayment charges received on the
Group II Loans (which amounts shall not be included in the Group II
Available Distribution Amount); and
(xix) to the related Class R Certificateholders, the balance, if
any, of the Group II Available Distribution Amount.
(e) On each Distribution Date, the Group I Principal Distribution Amount
will be paid as follows:
(i) the Class A-I Principal Distribution Amount shall be
distributed as follows:
(A) first, to the to the Class A-I-5 Certificates, an
amount equal to the Class A-I-5 Lockout
Distribution Amount for that Distribution Date,
until the Certificate Principal Balance of the
Class A-I-5 Certificates has been reduced to zero;
and
(B) second, to the Class A-I-1, Class A-I-2, Class
A-I-3, Class A-I-4 and Class A-I-5 Certificates, in
that order, in each case until the Certificate
Principal Balance thereof has been reduced to zero;
(ii) the Class M-I-1 Principal Distribution Amount shall be
distributed to the Class M-I-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the Class M-I-2 Principal Distribution Amount shall be
distributed to the Class M-I-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(iv) the Class M-I-3 Principal Distribution Amount shall be
distributed to the Class M-I-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
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(f) On each Distribution Date, the Group II Principal Distribution
Amount will be distributed as follows:
(i) the Class A-II Principal Distribution Amount shall be
distributed to the Class A-II Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(ii) the Class M-II-1 Principal Distribution Amount shall be
distributed to the Class M-II-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the Class M-II-2 Principal Distribution Amount shall be
distributed to the Class M-II-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(iv) the Class M-II-3 Principal Distribution Amount shall be
distributed to the Class M-II-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(g) Notwithstanding the foregoing clauses (c) and (d), upon the
reduction of the Certificate Principal Balance of a Class of Class A
Certificates or Class M Certificates to zero, such Class of Certificates will
not be entitled to further distributions pursuant to Section 4.02, including,
without limitation, the payment of current and unreimbursed Prepayment Interest
Shortfalls pursuant to clauses (c)(xi) through (c)(xiv) and (d)(xi) through
(d)(xiv) and the Basis Risk Shortfall Carry-Forward Amount pursuant to clauses
(c)(xv) and (d)(xv).
(h) Any Prepayment Interest Shortfalls on the Group I Loans which are
not covered by Compensating Interest as described in Section 3.16 will be
allocated among the Class A-I Certificates and Class M-I Certificates pro rata
in accordance with the amount of Accrued Certificate Interest that would have
accrued on that Certificate absent these shortfalls. Any such uncovered
Prepayment Interest Shortfalls will be paid solely pursuant to Section
4.02(c)(xi) and (xiii) and (d)(xii) and (xiv), to the extent funds are available
therefor. Any Prepayment Interest Shortfalls on the Group II Loans which are not
covered by Compensating Interest as described in Section 3.16 will be allocated
among the Class A-II Certificates and Class M-II Certificates pro rata in
accordance with the amount of Accrued Certificate Interest that would have
accrued on those Certificates absent these shortfalls. Any such uncovered
Prepayment Interest Shortfalls will be paid solely pursuant to Section
4.02(c)(xii) and (xiv) and (d)(xi) and (xiii), to the extent funds are available
therefor.
(i) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses specifically related to such Mortgage Loan (including, but not limited
to, recoveries (net of any
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related liquidation expenses) in respect of the representations and warranties
made by the related Seller pursuant to the applicable Seller's Agreement), the
Master Servicer shall distribute such amounts to the Class or Classes to which
such Realized Loss was allocated (or to the Certificate Insurer, as subrogee for
the Insured Certificateholders, to the extent the Certificate Insurer made a
Guaranteed Distribution in respect of such Realized Loss, if applicable) (with
the amounts to be distributed allocated among such Classes or to the Certificate
Insurer in the same proportions as such Realized Loss was allocated), and within
each such Class to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (or if such Class of
Certificates is no longer outstanding, to the Certificateholders of record at
the time that such Realized Loss was allocated); provided that no such
distribution to any Class of Certificates (or to the Certificate Insurer) of
subsequent recoveries related to a Mortgage Loan shall exceed, either
individually or in the aggregate and together with any other amounts paid in
reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. For the purposes of this Section
4.02(i) any allocation of a Realized Loss to Group I or Group II Excess Cash
Flow will be treated as an allocation of a Realized Loss to the Class A-I
Certificates and Class M-I Certificates, or Class A-II Certificates and Class
M-II Certificates, as applicable. Any amounts to be so distributed shall not be
remitted to or distributed from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no longer assets of the Trust
Fund.
(j) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(k) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
--------------------------------
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(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail or otherwise make
available electronically on its website at xxx.xxx.xxxxxxx.xxx to each Holder,
the Certificate Insurer and the Depositor a statement setting forth the
following information as to each Class of Certificates, in each case to the
extent applicable:
(i) (A)the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (B) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer with
respect to the Group I Loans and Group II Loans pursuant to Section
4.04;
(v) the number of Group I and Group II Loans and the Stated
Principal Balance after giving effect to the distribution of principal
on such Distribution Date;
(vi) the aggregate Certificate Principal Balance or Notional
Amount, as applicable, of each Class of the Certificates, after giving
effect to the amounts distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses other than
pursuant to an actual distribution of principal;
(vii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Group I
Loans and Group II Loans that are Delinquent (A) one month, (B) two
months and (C) three or more months and the number and aggregate
principal balance of Group I Loans and Group II Loans that are in
foreclosure;
(viii) the number, aggregate principal balance and book value of
any REO Properties;
(ix) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(x) the aggregate amount of Realized Losses for such Distribution
Date and the aggregate amount of Realized Losses on the Group I Loans
and Group II Loans incurred since the Cut-off Date;
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(xi) the Group I and Group II Special Hazard Amount, Group I and
Group II Fraud Loss Amount and Group I and Group II Bankruptcy Amount as
of the close of business on such Distribution Date and a description of
any change in the calculation of such amounts;
(xii) the amount of any Insured Amount paid on such Distribution
Date, the amount of any reimbursement payment made to the Certificate
Insurer on such Distribution Date pursuant to Section 4.02(c)(xviii) and
the amount of Cumulative Insurance Payments after giving effect to any
such Insured Amount or any such reimbursement payment to the Certificate
Insurer;
(xiii) the Pass-Through Rate on each Class of Certificates, the
Group I Net WAC Cap Rate, Group I Adjusted Net WAC Actual/360 Rate and
the Group II Net WAC Cap Rate;
(xiv) the weighted average of the Maximum Net Mortgage Rates on
the Group I Loans and Group II Loans;
(xv) the Basis Risk Shortfall, Basis Risk Shortfall Carry-Forward
Amount and Group I and Group II Prepayment Interest Shortfalls;
(xvi) the Group I and Group II Overcollateralization Amount and
the Group I and Group II Required Overcollateralization Amount following
such Distribution Date;
(xvii) the number and aggregate principal balance of Group I
Loans and Group II Loans repurchased under Section 4.07;
(xviii)the aggregate amount of any recoveries on previously
foreclosed loans from Residential Funding due to a breach of
representation or warranty;
(xix) the weighted average remaining term to maturity of the
Group I Loans and Group II Loans after giving effect to the amounts
distributed on such Distribution Date;
(xx) the weighted average Mortgage Rates of the Group I Loans and
Group II Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xxi) the aggregate of any deposits to and withdrawals from the
Reserve Fund for such Distribution Date and the remaining amount on
deposit in the Reserve Fund after such deposits and withdrawals.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
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(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
(which may be in a mutually agreeable electronic format) to the Trustee, the
Certificate Insurer, any Paying Agent and the Depositor (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) (provided that the Master Servicer will use its best efforts to deliver
such written statement not later than 12:00 p.m. New York time on the second
Business Day prior to the Distribution Date) setting forth (i) the Group I or
Group II Available Distribution Amounts, (ii) the amounts required to be
withdrawn from the Custodial Account and deposited into the Certificate Account
and Certificate Insurance Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the
amounts required to be withdrawn from and deposited into the Reserve Fund
pursuant to Section 4.08, (iv) the Certificate Insurer Premium and the amount of
Cumulative Insurance Payments as of such Determination Date, (v) the amount of
Prepayment Interest Shortfalls, Basis Risk Shortfalls and Basis Risk Shortfall
Carry-Forward Amounts, and (vi) to the extent required, a report detailing the
Stated Principal Balance, Mortgage Rate, Modified Mortgage Rate, remaining term
to maturity and Monthly Payment for any Modified Mortgage Loan pursuant to
Section 3.13. The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon the same
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
sum of (A) the aggregate amount of Monthly Payments other than Balloon Payments
(with each interest portion thereof adjusted to a per annum rate equal to the
Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt
Service Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the
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Relief Act or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date in the related Due Period,
which Monthly Payments were due during the related Due Period and not received
as of the close of business as of the related Determination Date; provided that
no Advance shall be made if it would be a Nonrecoverable Advance and (B) with
respect to each Balloon Loan delinquent in respect of its Balloon Payment as of
the close of business on the related Determination Date, an amount equal to the
excess, if any, of interest on the unpaid principal balance thereof (with each
interest portion thereof adjusted to a per annum rate equal to the Net Mortgage
Rate), over any payments of interest (with each interest portion thereof
adjusted to a per annum rate equal to the Net Mortgage Rate) received from the
related Mortgagor as of the close of business on the related Determination Date
and allocable to the Due Date during the related Due Period for each month until
such Balloon Loan is finally liquidated, (ii) withdraw from amounts on deposit
in the Custodial Account and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge of any such Advance, or
(iii) make advances in the form of any combination of (i) and (ii) aggregating
the amount of such Advance. Any portion of the Amount Held for Future
Distribution so used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04.The determination by
the Master Servicer that it has made a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be
evidenced by a certificate of a Servicing Officer delivered to the Depositor and
the Trustee. In the event that the Master Servicer determines as of the Business
Day preceding any Certificate Account Deposit Date that it will be unable to
deposit in the Certificate Account an amount equal to the Advance required to be
made for the immediately succeeding Distribution Date, it shall give notice to
the Trustee of its inability to advance (such notice may be given by telecopy),
not later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date. In connection with the preceding sentence, the Trustee shall
deposit all funds it receives pursuant to this Section 4.04 into the Certificate
Account.
Section 4.05. Allocation of Realized Losses.
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(a) Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related Prepayment Period
or, in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses on the Group I Loans (other than Group I Excess
Losses) shall be allocated as follows: first, to the Group I Excess Cash Flow as
provided in Section 4.02(c)(vi), to the extent of the Group I Excess Cash Flow
for such Distribution Date, second, to the Group II Excess Cash Flow as provided
in Section 4.02(d)(vii), to the extent of the Group II Excess Cash Flow for such
Distribution Date remaining after distributions pursuant to Section 4.02(d)(vi);
third, in reduction of the Group I Overcollateralization Amount, until such
amount has been reduced to zero; fourth, in reduction of the Group II
Overcollateralization Amount, until such amount has been reduced to zero; fifth,
to the Class M-I-3 Certificates; sixth, to the Class M-I-2 Certificates;
seventh, to the Class M-I-1 Certificates; and thereafter, to the Class A-I
Certificates on a pro rata basis; provided that any Realized Loss allocated to
the Insured Certificates shall be covered by the Certificate Policy. Any Group I
Excess Losses on the Mortgage Loans will be allocated to the Class A-I
Certificates and Class M-I Certificates on a pro rata basis, in an amount equal
to a fraction of such losses equal to (x) the aggregate Certificate Principal
Balance of the Class A-I Certificates and Class M-I Certificates over (y) the
aggregate Stated Principal Balance of the Group I Loans, and the remainder of
such losses shall be allocated to the Group I Overcollateralization Amount in
reduction of the amount thereof. All Realized Losses on the Group II Loans
(other than Group II Excess Losses) shall be allocated as follows: first, to the
Group II Excess Cash Flow as provided in Section 4.02(d)(vi), to the extent of
the Group II Excess Cash Flow for such Distribution Date, second, to the Group I
Excess Cash Flow as provided in Section 4.02(c)(vii), to the extent of the Group
I Excess Cash Flow for such Distribution Date remaining after distributions
pursuant to Section 4.02(c)(vi); third, in reduction of the Group II
Overcollateralization Amount, until such amount has been reduced to zero;
fourth, in reduction of the Group I Overcollateralization Amount, until such
amount has been reduced to zero; fifth, to the Class M-II-3 Certificates; sixth,
to the Class M-II-2 Certificates; seventh, to the Class M-II- 1 Certificates and
thereafter, to the Class A-II Certificates. Any Group II Excess Losses on the
Mortgage Loans will be allocated to the Class A-II Certificates, in an amount
equal to a fraction of such losses equal to (x) the Certificate Principal
Balance of the Class A-II Certificates over (y) the aggregate Stated Principal
Balance of the Group II Loans, and the remainder of such losses shall be
allocated to the Group II Overcollateralization Amount in reduction of the
amount thereof.
(b) Any allocation of the principal portion of Realized Losses (other
than Debt Service Reductions) to the Class A Certificates or Class M
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date. Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued Certificate Interest"
and by operation of the provisions of Section 4.02(c) and (d). All Realized
Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
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(c) All Realized Losses on the Group I Loans shall be allocated on each
Distribution Date to REMIC I Regular Interest LT-A-1 until the Uncertificated
Principal Balance thereof has been reduced to zero and then to REMIC I Regular
Interest LT-A-2 and LT-A-3 until the Uncertificated Principal Balances thereof
has been reduced to zero. All Realized Losses on the Group II Loans shall be
allocated on each Distribution Date to REMIC I Regular Interest LT-B until the
Uncertificated Principal Balance thereof has been reduced to zero.
(d) (i)All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date to the following REMIC III Group I Regular Interests
(other than REMIC III Regular Interests XX-XX-0, XX-XX-0, XX-XX-0, XX-XX-0,
XX-XX-0, XX-XX-0, MT-IO-7 and MT-IO-8) in the specified percentages, as follows:
first, to Uncertificated Accrued Interest payable to the REMIC III Regular
Interests MT-I-1 and MT-1-10 up to an aggregate amount equal to the excess of
(a) the REMIC III Group I Interest Loss Allocation Amount over (b) Prepayment
Interest Shortfalls (to the extent not covered by Compensating Interest)
relating to the Group I Loans for such Distribution Date, 98% and 2%,
respectively; second, to the Uncertificated Principal Balances of the REMIC III
Regular Interests MT-I-1 and MT-I-10 up to an aggregate amount equal to the
REMIC III Group I Principal Loss Allocation Amount, 98% and 2%, respectively;
third, to the Uncertificated Principal Balances of REMIC III Regular Interests
MT-I-1, 98%, MT- I-2, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0 and MT-I-9,
1% pro rata, and MT-I-10, 1%, until the Uncertificated Balance of each of REMIC
III Regular Interests XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0, MT-I-8 and
MT-I-9 have been reduced to zero.
(ii) All Realized Losses on the Group II Loans shall be allocated on
each Distribution Date to the following REMIC III Group II Regular Interests in
the specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC III Regular Interests MT- II-1 and MT-II-6 up to an
aggregate amount equal to the excess of (a) the REMIC III Group II Interest Loss
Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group II Loans for such
Distribution Date, 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of the REMIC III Regular Interests MT-II-1 and MT-II-6 up to
an aggregate amount equal to the REMIC III Group II Principal Loss Allocation
Amount, 98% and 2%, respectively; third, to the Uncertificated Principal
Balances of REMIC III Regular Interests MT-II-1, MT-II-2, MT-II-3, MT-II-4,
MT-II-5 and MT-II-6, 98%, 1% and 1%, respectively, until the Uncertificated
Balances of REMIC III Regular Interests MT-II-2, MT-II-3, MT-II-4 and MT-II-5
has been reduced to zero.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
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Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor; provided, that any such Mortgage
Loan that becomes 90 days or more delinquent during any given Calendar Quarter
shall only be eligible for purchase pursuant to this Section during the period
beginning on the first Business Day of the following Calendar Quarter, and
ending at the close of business on the second-to-last Business Day of such
following Calendar Quarter. Such option if not exercised shall not thereafter be
reinstated as to any Mortgage Loan, unless the delinquency is cured and the
Mortgage Loan thereafter again becomes delinquent in payment by 90 days or more
in a subsequent Calendar Quarter. If at any time the Master Servicer makes a
payment to the Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
Section 4.08. Distribution of Basis Risk Shortfall Carry-Forward
Amount; Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of Class A-II Certificates and Class M-II
Certificates, the Reserve Fund. In addition, on the Closing Date, the Trustee
shall deposit into the Reserve Fund the Reserve Fund Deposit. On each
Distribution Date, the Trustee shall transfer from the Certificate Account to
the Reserve Fund the amounts specified pursuant to Sections 4.02(c)(xv) and
4.02(d)(xv). On each Distribution Date, to the extent required, the Trustee
shall make withdrawals from the Reserve Fund and use the amounts in the Reserve
Fund to make distributions to the Class A-II Certificates and Class M-II
Certificates, in an amount equal to the amount of any Basis Risk Shortfall
Carry-Forward Amount on such Certificate. Any such amounts transferred shall be
treated for federal tax purposes as amounts distributed by REMIC IV to the Class
SB-II Certificateholders as transferee thereof. On each Distribution Date, to
the extent that the balance of deposits in the Reserve Fund is in excess of
$5,000 after the distributions described in the second preceding sentence, the
Trustee shall, based upon the information provided by the Master Servicer,
withdraw from the Reserve Fund (to the extent of funds available on deposit
therein) such amounts in excess of $5,000, if any, and distribute them to the
holder of the Reserve Fund Residual Right.
(b) The Reserve Fund shall be an Eligible Account. Amounts held in the
Reserve Fund from time to time shall continue to constitute assets of the Trust
Fund, but not of the REMICs, until released from the Reserve Fund pursuant to
this Section 4.08. The Reserve Fund constitutes an "outside reserve fund" within
the meaning of Treasury Regulation ss. 1.860G-2(h) and is not an asset of the
REMICs. The Class SB-II Certificateholders shall be the owners of the
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Reserve Fund, and for all federal tax purposes, amounts transferred by the
REMICs to the Reserve Fund shall be treated as amounts distributed by the REMICs
to the Class SB-II Certificateholders. The Trustee shall keep records that
accurately reflect the funds on deposit in the Reserve Fund. The Trustee shall,
at the direction of the Master Servicer, invest amounts on deposit in the
Reserve Fund in Permitted Investments. In the absence of written direction to
the Trustee from the Master Servicer, all funds in the Reserve Fund shall remain
uninvested. On each Distribution Date, the Trustee shall distribute any interest
on the Reserve Fund to the holder of the Reserve Fund Residual Right.
(c) The holder of the Reserve Fund Residual Right with respect to the
Reserve Fund shall initially be Residential Funding as holder of the Class SB-II
Certificates, and such Reserve Fund Residual Right shall at all times be owned
by and allocated to Class SB-II Certificateholders on a pro rata basis. So long
as Residential Funding is the holder of the Class SB-II Certificates, any
amounts payable pursuant to this Section 4.08 shall be payable to Residential
Funding. In the event of a transfer of the ownership in any of the Class SB-II
Certificates by Residential Funding, the Reserve Fund Residual Right will be
transferred along with such Class SB-II Certificates.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class SB and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Depositor upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Class A, Class M-I-1 and Class M-II-1
Certificates shall be issuable in minimum dollar denominations of $25,000 and
integral multiples of $1 in excess thereof. The Class M-I-2, Class M-II-2, Class
M-I-3 and Class M-II-3 Certificates shall be issuable in minimum dollar
denominations of $250,000 and integral multiples of $1 in excess thereof. The
Class SB Certificates shall be issuable in registered, certificated form in
minimum percentage interests of 5.00% and integral multiples of 0.01% in excess
thereof. Each Class of Class R Certificates shall be issued in registered,
certificated form in minimum percentage interests of 20.00% and integral
multiples of 0.01% in excess thereof; provided, however, that one Class R
Certificate of each Class will be issuable to the REMIC Administrator as "tax
matters person" pursuant to Section 10.01(c) in a minimum denomination
representing a Percentage Interest of not less than 0.01%.The Certificates shall
be executed by manual or facsimile signature on behalf of an authorized officer
of the Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificate
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates and Class M Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided below, registration of such Certificates may
not be transferred by the Trustee except to another Depository that agrees to
hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold their respective Ownership
Interests in and to each Class A Certificate and Class M Certificate, through
the book-entry facilities of the Depository and, except as provided below, shall
not be entitled to Definitive Certificates in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests only in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
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The Trustee, the Master Servicer and the Depositor may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date. If (i)(A) the Depositor advises
the Trustee in writing that the Depository is no longer willing or able to
properly discharge its responsibilities as Depository and (B) the Depositor is
unable to locate a qualified successor or (ii) the Depositor at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York
and any other applicable jurisdiction, to the extent that any of such laws may
be applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
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(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.11
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.11 and, in the case of
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any Class SB or R Certificate, upon satisfaction of the conditions set forth
below, the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like Class and aggregate
Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB or
Class R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class SB or Class R
Certificate is to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit I hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit J hereto, each acceptable to and in form and substance satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In
lieu of the requirements set forth in the preceding sentence, transfers of Class
SB or Class R Certificates may be made in accordance with this Section 5.02(d)
if the prospective transferee of such a Certificate provides the Trustee and the
Master Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor, or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB
or Class R Certificate desiring to effect any transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws and
this Agreement.
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(e) In the case of any Class M, Class SB or Class R Certificate
presented for registration in the name of any Person, either (i) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase or holding of such Class M, Class SB or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not
subject the Trustee, the Depositor or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Depositor or the Master
Servicer or (ii) the prospective transferee shall be required to provide the
Trustee, the Depositor and the Master Servicer with a certification to the
effect set forth in Exhibit P-1 (with respect to a Class M Certificate) (which
certification shall be deemed to have been given by a Class M Certificateholder
who acquires a Book-Entry Certificate), Exhibit P-2 (with respect to a Class SB
Certificate) or in paragraph fourteen of Exhibit H-1 (with respect to a Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested either (a) is not an employee benefit plan or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code, or any Person (including an insurance company investing its
general accounts, an investment manager, a named fiduciary or a trustee of any
such plan) who is using "plan assets" of any such plan to effect such
acquisition or (b) in the case of a Class M Certificate, the following
conditions are satisfied: (i) such Transferee is an insurance company, (ii) the
source of funds used to purchase or hold such Certificate (or interest therein)
is an "insurance company general account" (as defined in U.S. Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 95- 60, and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied
(each entity that satisfies this clause (b), a "Complying Insurance Company").
(f) (i)Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of,
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(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit H-1)
from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit
H-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement has
actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer
its Ownership Interest in a Class R Certificate and (y) not to transfer
its Ownership Interest unless it provides a certificate to the Trustee
in the form attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit H-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
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registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R Certificate,
then the last preceding United States Person shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or
Section 1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations
as Holder thereof retroactive to the date of registration of such
Transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(f) or for
making any payments due on such Certificate to the holder thereof or for
taking any other action with respect to such holder under the provisions
of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause (iii)(A) above
shall be invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as the Master
Servicer may choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with the instructions
of the Master Servicer. Such purchaser may be the Master Servicer itself
or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership Interest
in a Class R Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a
Class R Certificate to any Person who is a Disqualified
Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided
to the Internal Revenue Service and certain Persons as described
in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate
or organization described in Section 1381 of the Code that holds
an Ownership Interest in a Class R Certificate having as among
its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such
Person.
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(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current ratings, if any, of the Class A Certificates below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency;
and
(B) a certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will
not cause any of REMIC I, REMIC II, REMIC III or REMIC IV to
cease to qualify as a REMIC and will not cause (x) any of REMIC
I, REMIC II, REMIC III or REMIC IV to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization or
(y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate
to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
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Section 5.04. Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Certificate Insurer, the Trustee, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Certificate Insurer, the Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder", and neither the Depositor, the Master
Servicer, the Certificate Insurer, the Trustee, the Certificate Registrar nor
any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.02. In the event of
any such appointment, on or prior to each Distribution Date the Master Servicer
on behalf of the Trustee shall deposit or cause to be deposited with the Paying
Agent a sum sufficient to make the payments to Certificateholders in the amounts
and in the manner provided for in Section 4.02 and 4.03, such sum to be held in
trust for the benefit of Certificateholders. The Trustee shall cause each Paying
Agent to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee that such Paying Agent will hold all sums
held by it for the payment to Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. Any sums so held by such Paying Agent shall be held only in
Eligible Accounts to the extent such sums are not distributed to the
Certificateholders on the date of receipt by such Paying Agent.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master
Servicer.
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein. By
way of illustration and not limitation, the Depositor is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or 10.01 to assume any obligations of the Master Servicer or to
appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master
Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A Certificates without taking into account the
Policy in effect immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to
such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Depositor, is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately
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prior to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain
liable for all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such assignment and
delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Depositor, the Master
Servicer and Others.
Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor and the Master Servicer shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
-------------------------------------------
Subject to the provisions of Section 6.02, neither the Depositor nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon
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determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the
Depositor or the Master Servicer shall be evidenced by an Opinion of Counsel (at
the expense of the resigning party) to such effect delivered to the Trustee. No
such resignation by the Master Servicer shall become effective until the Trustee
or a successor servicer shall have assumed the Master Servicer's
responsibilities and obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to Holders of Certificates of any Class any distribution required to
be made under the terms of the Certificates of such Class and this Agreement
and, in either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring such
failure to be remedied, shall have been given to the Master Servicer by the
Trustee or the Depositor or to the Master Servicer, the Depositor and the
Trustee by the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Master Servicer contained in the Certificates of any Class or in this Agreement
and such failure shall continue unremedied for a period of 30 days (except that
such number of days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or relating
to, the Master Servicer or of, or relating to, all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
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(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, by notice in writing to the Master Servicer (and to the Depositor
if given by the Trustee or to the Trustee if given by the Depositor), terminate
all of the rights and obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder. If an Event of Default described in clause
(vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and
the Depositor, immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder as
provided in Section 4.04(b). On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a Holder
thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass
to and be vested in the Trustee or the Trustee's designee appointed pursuant to
Section 7.02; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting
the termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time be credited to
the Custodial Account or the Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall release the Master
Servicer for any liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination. Notwithstanding any
termination of the activities of Residential Funding in its capacity as Master
Servicer hereunder, Residential Funding shall be entitled to receive, out of any
late collection of a Monthly Payment on a Mortgage Loan which was due prior to
the notice terminating Residential Funding's rights and obligations as Master
Servicer hereunder and received after such notice, that portion to which
Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii),
(vi) and (vii) as well as its Servicing Fee in respect thereof, and any other
amounts payable to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the termination of
Residential Funding as Master Servicer hereunder the Depositor shall deliver to
the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
-----------------------------------------------------
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Depositor and with the Depositor's consent
(which shall not be unreasonably withheld) a designee (which meets the standards
set forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
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transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder. As compensation therefor,
the Trustee shall be entitled to all funds relating to the Mortgage Loans which
the Master Servicer would have been entitled to charge to the Custodial Account
or the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its records to reflect the
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to
the Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage
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Loan on the MERS(R) System to the successor Master Servicer. The predecessor
Master Servicer shall file or cause to be filed any such assignment in the
appropriate recording office. The predecessor Master Servicer shall bear any and
all fees of MERS, costs of preparing any assignments of Mortgage, and fees and
costs of filing any assignments of Mortgage that may be required under this
subsection (b). The successor Master Servicer shall cause such assignment to be
delivered to the Trustee or the Custodian promptly upon receipt of the original
with evidence of recording thereon or a copy certified by the public recording
office in which such assignment was recorded.
Section 7.03. Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
---------------------------
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
-----------------
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents. The Trustee
shall forward or cause to be forwarded in a timely fashion the notices, reports
and statements required to be forwarded by the Trustee pursuant to Sections
4.03, 7.03, and 10.01. The Trustee shall furnish in a timely fashion to the
Master Servicer such information as the Master Servicer may reasonably request
from time to time for the Master Servicer to fulfill its duties as set forth in
this Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of each of REMIC
I, REMIC II, REMIC III and REMIC IV as a REMIC under the REMIC Provisions and to
prevent the imposition of any federal, state or local income, prohibited
transaction (except as provided in Section 2.04 herein), contribution or other
tax on the Trust Fund to the extent that maintaining such status and avoiding
such taxes are reasonably within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Master Servicer and
which on their face, do not contradict the requirements of this
Agreement;
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(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less
than 25% of the affected classes as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer
of the Trustee assigned to and working in the Corporate Trust Office
obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Depositor or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
-------------------------------------
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
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(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by the
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Master
Servicer, if an Event of Default shall have occurred and is continuing,
and otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as
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determined by the Master Servicer pursuant to applicable federal, state
or local tax laws, provided that the Master Servicer shall indemnify the
Trustee for signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the Certificates (and except as provided
for in Section 2.04), the Trustee shall not accept any contribution of assets to
the Trust Fund unless it shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will not (i) cause any of REMIC
I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time
that any Certificates are outstanding or (ii) cause the Trust Fund to be subject
to any federal tax as a result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
-----------------------------------------------------
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
Section 8.04. Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section
135
8.12) except any such expense, disbursement or advance as may arise from its
negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent of the Master
Servicer which consent shall not be unreasonably withheld. No
termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee
under the conditions and to the extent set forth herein. Notwithstanding
the foregoing, the indemnification provided by the Master Servicer in
this Section 8.05(b) shall not pertain to any loss, liability or expense
of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the
Trustee at the direction of Certificateholders pursuant to the terms of
this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
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(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation then the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Depositor determines that the Trustee has failed (i) to distribute or cause
to be distributed to Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Depositor) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Depositor,
then the Depositor may remove the Trustee and appoint a successor trustee by
written instrument delivered as provided in the preceding sentence. In
connection with the appointment of a successor trustee pursuant to the preceding
sentence, the Depositor shall, on or before the date on which any such
appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
-----------------
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
an instrument accepting
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such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee shall
become effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held by a Custodian, which
shall become the agent of any successor trustee hereunder), and the Depositor,
the Master Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
Section 8.09. Merger or Consolidation of Trustee.
----------------------------------
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
---------------------------------------------
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to
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do, or in case an Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11. The Trustee will maintain an
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office or agency in the City of New York where Certificates may be surrendered
for registration of transfer or exchange. The Trustee initially designates its
offices located at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, for the purpose of
keeping the Certificate Register. The Trustee will maintain an office at the
address stated in Section 11.05(c) hereof where notices and demands to or upon
the Trustee in respect of this Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and
all property acquired in respect of any Group I Loan remaining in the
Trust Fund and the purchase by the Master Servicer of all Group II Loans
and all property acquired in respect of any Group II Loan remaining in
the Trust Fund, in each case, at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan (or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance) (net of any unreimbursed Advances
attributable to principal) on the day of repurchase, plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of any Modified Mortgage Loan), to, but not including, the
first day of the month in which such repurchase price is distributed;
provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date hereof;
provided further, that, if the amount due under any Certificate shall
not have been reduced to zero prior to the Maturity Date, the Master
Servicer shall be required to terminate this Agreement in accordance
with this clause (ii); and provided further, that the purchase price set
forth above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of any of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund relating to the Group I Loans, pursuant to clause (ii)
above is conditioned upon the date of such purchase occurring on or after the
Group I Optional Termination Date. The right of the Master Servicer or the
Company to purchase all the assets of the Trust Fund relating to the Group II
Loans, pursuant to clause (ii) above is conditioned upon the date of such
purchase occurring on or after the Group II Optional Termination Date. If such
right is exercised by the Master Servicer,
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the Master Servicer shall be deemed to have been reimbursed for the full amount
of any unreimbursed Advances theretofore made by it with respect to the Mortgage
Loans being purchased. In addition, the Master Servicer shall provide to the
Trustee the certification required by Section 3.15 and the Trustee and any
Custodian shall, promptly following payment of the purchase price, release to
the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being
purchased.
In addition to the foregoing, on any Distribution Date on or after the
Group I Optional Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Class A- I Certificates and Class M-I Certificates
in whole, but not in part, at a price equal to the sum of the outstanding
Certificate Principal Balance of such Certificates plus the sum of one month's
Accrued Certificate Interest thereon, or, with respect to the Class A-IO
Certificates, on their Notional Amount, any previously unpaid Accrued
Certificate Interest, and any unpaid Prepayment Interest Shortfall previously
allocated thereto. On any Distribution Date on or after the Group II Optional
Termination Date, the Master Servicer shall have the right, at its option, to
purchase the Class A-II Certificates and Class M-II Certificates in whole, but
not in part, at a price equal to the sum of the outstanding Certificate
Principal Balance of such Certificates plus the sum of one month's Accrued
Certificate Interest thereon, any previously unpaid Accrued Certificate
Interest, and any unpaid Prepayment Interest Shortfall previously allocated
thereto. If the Master Servicer exercises this right to purchase the outstanding
Class A-I Certificates and Class M-I Certificates, or Class A-II Certificates
and Class M-II Certificates, the Master Servicer will promptly terminate the
respective obligations and responsibilities created hereby in respect of these
Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer anticipates
that the final distribution will be made to Certificateholders (whether as a
result of the exercise by the Master Servicer of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
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If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the
Master Servicer elected to so repurchase, an amount equal to the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
Section 9.02. Additional Termination Requirements.
-----------------------------------
(a) Each of REMIC I, REMIC II, REMIC III and REMIC IV, as the case may
be, shall be terminated in accordance with the following additional
requirements, unless the Trustee and the Master Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee) to the effect that the failure of any of REMIC I, REMIC II, REMIC III
and REMIC IV, as the case may be, to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on
"prohibited transactions,"
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as described in Section 860F of the Code, or (ii) cause any of REMIC I, REMIC
II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for each of REMIC I, REMIC II, REMIC III and REMIC IV, and
specify the first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the requirements
of a qualified liquidation for each of REMIC I, REMIC II, REMIC III and
REMIC IV, under Section 860F of the Code and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase
the assets of the Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the assets of
the Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each of REMIC I, REMIC II, REMIC III and REMIC
IV at the expense of the Trust Fund in accordance with the terms and conditions
of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration.
--------------------
(a) The REMIC Administrator shall make an election to treat each of
REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including Form 8811) or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interests" in
REMIC I. The REMIC II Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual interests" in REMIC II. The REMIC III Regular Interests shall be
designated as the "regular interests" and the Class R-III Certificates shall be
designated as the sole class of "residual interests" in REMIC III. The Class
A-I, Class A-II, Class M-I, Class M-II, Class SB-I and Class SB-II Certificates
shall be designated as the "regular interests" in REMIC IV and the Class R-IV
Certificates shall be designated the sole class of "residual interests" in REMIC
IV. The REMIC Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in the REMIC other
than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each
of REMIC I, REMIC II, REMIC III and REMIC IV within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each
REMIC representing a 0.01% Percentage Interest of the Class R Certificates in
each REMIC and shall be designated as the "tax matters person" with respect to
each of REMIC I, REMIC II, REMIC III and REMIC IV in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II, REMIC III and REMIC IV in relation to
any tax matter or controversy involving the Trust Fund and (ii) represent the
Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The legal expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability resulting therefrom
shall be expenses of the Trust Fund and the REMIC Administrator shall be
entitled to reimbursement therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided by Section 3.10 unless
such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC Administrator and shall be
paid reasonable compensation not to exceed $3,000 per year by any successor
Master Servicer hereunder for so acting as the REMIC Xxxxxxxxxxxxx.
000
(x) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I, REMIC II, REMIC
III or REMIC IV as a REMIC or (ii) result in the imposition of a tax upon any of
REMIC I, REMIC II, REMIC III or REMIC IV (including but not limited to the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code (except
as provided in Section 2.04) and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, in the absence of an Opinion
of Counsel or the indemnification referred to in this sentence, an "Adverse
REMIC Event") unless the Master Servicer or the REMIC Administrator, as
applicable, has received an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Master Servicer or the REMIC Administrator, as applicable, determines that
taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the Trust Fund
created hereunder, endanger such status or, unless the Master Servicer or the
REMIC Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever
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in this Agreement a contemplated action may not be taken because the timing of
such action might result in the imposition of a tax on the Trust Fund, or may
only be taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken provided
that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee will consult with the
Master Servicer or the REMIC Administrator, as applicable, or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the Trust Fund and the Trustee shall not take any such
action or cause the Trust Fund to take any such action as to which the Master
Servicer or the REMIC Administrator, as applicable, has advised it in writing
that an Adverse REMIC Event could occur. The Master Servicer or the REMIC
Administrator, as applicable, may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not expressly permitted by this Agreement, but in no event at the expense
of the Master Servicer or the REMIC Administrator. At all times as may be
required by the Code, the Master Servicer or the REMIC Administrator, as
applicable, will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the assets of
the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any REMIC as defined in Section
860G(c) of the Code, on any contributions to any REMIC after the startup day
therefor pursuant to Section 860G(d) of the Code, or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the startup day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party
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seeking to make such contribution) to the effect that the inclusion of such
assets in any REMIC will not cause any of REMIC I, REMIC II, REMIC III or REMIC
IV to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject any such REMIC to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II,
REMIC III or REMIC IV will receive a fee or other compensation for services nor
permit any of REMIC I, REMIC II, REMIC III or REMIC IV to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the principal
balance of each regular interest in each REMIC would be reduced to zero is March
25, 2032.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect adversely the status of any of REMIC I, REMIC II, REMIC III or
REMIC IV as a REMIC or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause any REMIC to be
subject to a tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions. The Trustee shall treat the Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulation 1.860G-2(h). The Reserve Fund
shall be owned by the Class SB-II Certificateholders, and is not an asset of the
REMICs. The Trustee shall treat the rights of the Class A-II Certificateholders
and Class M-II Certificateholders to receive payments from the Reserve Fund as
rights in an interest rate cap contract written by the Class SB-II
Certificateholders in favor of the Class A-II Certificateholders and Class M-II
Certificateholders. Thus, each Class A-II Certificate and Class M-II Certificate
shall be treated as representing ownership of not only REMIC IV regular
interests, but also ownership of an interest in an interest rate cap contract.
For purposes of determining the issue price of the REMIC IV regular interests,
the Trustee shall assume that the interest rate cap contract with respect to the
Class A-II Certificates and Class M-II Certificates has a de minimis value.
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Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X. In the event
that Residential Funding is no longer the Master Servicer, the Trustee shall
indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's covenants set forth in Article
VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment.
---------
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Depositor, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or
therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs at
all times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust Fund pursuant to the
Code that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B)
such action will not adversely affect in any material respect the
interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates by virtue of their being the "residual interests" in the
Trust Fund provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates below the lower
of the then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
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(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and is authorized or permitted under
Section 11.09(d).
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Trustee and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Depositor or the Trustee in accordance with
such amendment will not result in the imposition of a federal tax on the Trust
Fund or cause REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as
REMICs at any time that any Certificate is outstanding. The Trustee may but
shall not be obligated to enter into any amendment pursuant to this Section that
affects its rights, duties and immunities and this agreement or otherwise;
provided however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
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(e) The Depositor shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the REMIC.
To the extent that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the REMIC, (ii) any such reserve fund
shall be owned by the Depositor, and (iii) amounts transferred by the REMIC to
any such reserve fund shall be treated as amounts distributed by the REMIC to
the Depositor or any successor, all within the meaning of Treasury regulations
Section 1.860G-2(h). In connection with the provision of any such instrument or
fund, this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Depositor and such related insurer but without the consent of any
Certificateholder and without the consent of the Master Servicer or the Trustee
being required unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Certificateholders, the
Master Servicer or the Trustee, as applicable; provided that the Depositor
obtains an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a
REMIC at any time that any Certificate is outstanding. In the event that the
Depositor elects to provide such coverage in the form of a limited guaranty
provided by General Motors Acceptance Corporation, the Depositor may elect that
the text of such amendment to this Agreement shall be substantially in the form
attached hereto as Exhibit K (in which case Residential Funding's Subordinate
Certificate Loss Obligation as described in such exhibit shall be established by
Residential Funding's consent to such amendment) and that the limited guaranty
shall be executed in the form attached hereto as Exhibit L, with such changes as
the Depositor shall deem to be appropriate; it being understood that the Trustee
has reviewed and approved the content of such forms and that the Trustee's
consent or approval to the use thereof is not required.
Section 11.02.Recordation of Agreement; Counterparts.
--------------------------------------
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
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(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03.Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04.Governing Law.
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This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
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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
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RAMP), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 0 Xxxx Xxx Xxxxx, Xxxxx
XX0-0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Residential Asset Mortgage
Products Inc. Series 2002-RS2 or such other address as may hereafter be
furnished to the Depositor and the Master Servicer in writing by the Trustee;
(d) in the case of Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: Mortgage Surveillance or such other address as may be hereafter
furnished to the Depositor, Trustee and Master Servicer by Standard & Poor's;
(e) in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: ABS Monitoring Department, or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Master Servicer in writing by
Moody's; and (f) in the case of the Certificate Insurer, Ambac Assurance
Corporation, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Consumer Asset-Backed Securities Group or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Master Servicer in writing by
the Certificate Insurer. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06.Notices to Rating Agencies.
--------------------------
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and each Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
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(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under 152 any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date,
(j) the repurchase of or substitution for any Mortgage Loan, and
(k) any Certificate Insurer Default that has not been cured, provided,
however, that with respect to notice of the occurrence of the events described
in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt
written notice to each Rating Agency and the Subservicer of any such event known
to the Master Servicer.
Section 11.07.Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08.Supplemental Provisions for Resecuritization.
--------------------------------------------
(a) This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Depositor, the Master Servicer and the Trustee; provided, that neither
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the Master Servicer nor the Trustee shall withhold their consent thereto if
their respective interests would not be materially adversely affected thereby.
To the extent that the terms of the Supplemental Article do not in any way
affect any provisions of this Agreement as to any of the Certificates initially
issued hereunder, the adoption of the Supplemental Article shall not constitute
an "amendment" of this Agreement. Each Supplemental Article shall set forth all
necessary provisions relating to the holding of the Resecuritized Certificates
by the Trustee, the establishment of the Restructuring Vehicle, the issuing of
various classes of new certificates by the Restructuring Vehicle and the
distributions to be made thereon, and any other provisions necessary to the
purposes thereof. In connection with each Supplemental Article, the Depositor
shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the
Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other
entity not subject to taxation for federal income tax purposes and (ii) the
adoption of the Supplemental Article will not endanger the status of any of
REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC or result in the imposition
of a tax upon the Trust Fund (including but not limited to the tax on prohibited
transaction as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC as set forth in Section 860G(d) of the Code.
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ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
Section 12.01.Rights of the Certificate Insurer to Exercise Rights of
Insured Certificateholders.
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Certificate Insurer Default exists, the Certificate Insurer shall have
the right to exercise all consent, voting, direction and other control rights of
the Insured Certificateholders under this Agreement without any further consent
of the Insured Certificateholders.
Section 00.00.Xxxxxx Upon the Certificate Policy; Certificate
Insurance Account.
(a) If, on the Business Day next succeeding the Determination Date, the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(c)(i), are insufficient to pay the Accrued Certificate Interest for such
Distribution Date, net of (a) any Prepayment Interest Shortfalls allocated to
the Insured Certificates and (b) any shortfalls relating to application of the
Relief Act, (ii) the principal portion of any Realized Loss is allocated to the
Insured Certificates on such Distribution Date or (iii) the funds available in
connection with an optional termination of the Trust Fund pursuant to Section
9.01 or on the Final Distribution Date will be insufficient to reduce the
Certificate Principal Balance of the Insured Certificates to zero, the Master
Servicer shall deliver to the Trustee not later than 1:00 p.m. New York City
time on the Business Day next succeeding the Determination Date a certificate
signed by a Servicing Officer directing the Trustee to draw on the Certificate
Policy and stating the amount to be drawn and stating the Guaranteed
Distribution for the Insured Certificates, and the Trustee shall give notice by
telephone or telecopy of the aggregate amount of such deficiency, confirmed in
writing in the form set forth as Exhibit A to the endorsement of the Certificate
Policy, to the Certificate Insurer at or before 12:00 noon, New York City time,
on the Business Day prior to such Distribution Date. If, subsequent to such
notice, and prior to payment by the Certificate Insurer pursuant to such notice,
additional amounts are deposited in the Certificate Account, the Trustee shall
reasonably promptly notify the Certificate Insurer and withdraw the notice or
reduce the amount claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and the Certificate
Insurer referred to herein as the "Certificate Insurance Account" over which the
Trustee shall have exclusive control and sole right of withdrawal. The Trustee
shall deposit any amount paid under the Certificate Policy in the Certificate
Insurance Account and distribute such amount only for purposes of payment to
Holders of Insured Certificates of the Guaranteed Distribution for which a claim
was made. Such amount may not be applied to satisfy any costs, expenses or
liabilities of the Master Servicer, the Trustee or the Trust Fund. Amounts paid
under the Certificate Policy shall be transferred to the Certificate Account in
accordance with the next succeeding paragraph and disbursed by the Trustee to
Holders of Insured Certificates in accordance with Section 4.02 or
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Section 9.01(c), as applicable. It shall not be necessary for such payments to
be made by checks or wire transfers separate from the checks or wire transfers
used to pay the Guaranteed Distribution with other funds available to make such
payment. However, the amount of any payment of principal of or interest on the
Insured Certificates to be paid from funds transferred from the Certificate
Insurance Account shall be noted as provided in paragraph (c) below and in the
statement to be furnished to Holders of the Certificates pursuant to Section
4.03. Funds held in the Certificate Insurance Account shall not be invested by
the Master Servicer.
On any Distribution Date with respect to which a claim has been made
under the Certificate Policy, the amount of any funds received by the Trustee as
a result of any claim under the Certificate Policy, to the extent required to
make the Guaranteed Distribution on such Distribution Date, shall be withdrawn
from the Certificate Insurance Account and deposited in the Certificate Account
and applied by the Master Servicer on behalf of the Trustee, together with the
other funds to be distributed to the Insured Certificateholders pursuant to
Section 4.02, directly to the payment in full of the Guaranteed Distribution due
on the Insured Certificates. Any funds remaining in the Certificate Insurance
Account on the first Business Day following a Distribution Date shall be
remitted to the Certificate Insurer, pursuant to the instructions of the
Certificate Insurer, by the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount
of interest and principal paid into the Certificate Insurance Account in respect
of any Insured Certificate from moneys received under the Certificate Policy.
The Certificate Insurer shall have the right to inspect such records at
reasonable times during normal business hours upon two Business Day's prior
notice to the Trustee.
Section 12.03.Effect of Payments by the Certificate Insurer;
Subrogation.
Anything herein to the contrary notwithstanding, for purposes of this
Section 12.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the Certificate Policy shall not be considered payment of the Insured
Certificates from the Trust Fund. The Master Servicer and the Trustee
acknowledge, and each Holder by its acceptance of an Insured Certificate agrees,
that without the need for any further action on the part of the Certificate
Insurer, the Master Servicer, the Trustee or the Certificate Registrar, to the
extent the Certificate Insurer makes payments, directly or indirectly, on
account of principal of or interest on the Insured Certificates to the Holders
of such Certificates, the Certificate Insurer will be fully subrogated to, and
each Insured Certificateholder, the Master Servicer and the Trustee hereby
delegate and assign to the Certificate Insurer, to the fullest extent permitted
by law, the rights of such Holders to receive such principal and interest from
the Trust Fund; provided that the Certificate Insurer shall be paid such amounts
only from the sources and in the manner explicitly provided for herein.
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by the Certificate Insurer for action to preserve or
enforce the Certificate Insurer's rights or interests under this Agreement
without limiting the rights or affecting the interests of the Holders as
otherwise set forth herein.
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Section 12.04.Notices and Information to the Certificate Insurer.
(a) All notices, statements, reports, certificates or opinions required
by this Agreement to be sent or made available to any other party hereto or to
the Certificateholders shall also be sent or made available to the Certificate
Insurer.
(b) The Master Servicer shall designate a Person who shall be available
to the Certificate Insurer to provide reasonable access to information regarding
the Mortgage Loans.
Section 12.05.Trustee to Hold Certificate Policy.
----------------------------------
The Trustee will hold the Certificate Policy in trust as agent for the
Insured Certificateholders for the purpose of making claims thereon and
distributing the proceeds thereof. Neither the Certificate Policy, nor the
amounts paid on the Certificate Policy will constitute part of the Trust Fund or
assets of any REMIC created by this Agreement. Each Insured Certificateholder,
by accepting its Certificate, appoints the Trustee as attorney-in-fact for the
purpose of making claims on the Certificate Policy. The Trustee shall surrender
the Certificate Policy to the Certificate Insurer for cancellation upon the
expiration of the term of the Certificate Policy as provided in the Certificate
Policy following the retirement of the Insured Certificates. To the extent that
the Certificate Policy constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside credit support agreement and not an asset
of any REMIC and (2) it shall be owned by the Certificate Insurer, all within
the meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 12.06.Payment of Insurance Premium.
----------------------------
Unless otherwise designated in writing by the President or a Managing
Director of the Certificate Insurer to the Trustee, the Certificate Insurer
Premium to be paid pursuant to Section 4.02(c) shall be paid by the Trustee or a
Paying Agent on its behalf to the Certificate Insurer by wire transfer with the
following details specifically stated in the wire transfer:
Bank: Citibank, N.A.
ABA Number: 021-000089
For the account of: Ambac Assurance Corporation
Account Number: 00000000
Re: Series 0000-XX0
Xxxxxxxxx: Xxxxxx Xxxxxx
(000) 000-0000
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IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
Attest: By:
---------------------------------------
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxxxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxx Xxx Xxx
Title: Director Title: Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest:
---------------------------------------
Name: By:
----------------------------
Title: Name: Xxxxx Xxxxxxxxxx
Title: Vice President
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of March, 2002 before me, a notary public in and
for said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of March, 2002 before me, a notary public in and
for said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
000
XXXXX XX XXXXXXXX )
) ss.:
COUNTY OF XXXX )
On the 27th day of March, 2002 before me, a notary public in and
for said State, personally appeared Xxxxx X. Xxxxxxxxxx, known to me to be a
Vice President of Bank One, National Association, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-------------------
[Notarial Seal]
163
EXHIBIT A
FORM OF CLASS [A-_] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
Class A-__ Senior Certificate No. __
[___%] [Adjustable] Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date: Percentage Interest: ___%
March 1, 2002
First Distribution Date: Aggregate Initial [Certificate Principal
April 25, 2002 Balance] [Notional Amount] of the Class
A-__
Master Servicer: Certificates: $___________
Residential Funding Corporation
Final Scheduled Distribution Date: Initial [Certificate Principal
_________ __, 20__ Balance] [Notional Amount]
of this Class A-__ Certificate:
$-----------
Maturity Date:
_________ __, 20__ CUSIP ________
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-RS2
evidencing a percentage interest in the distributions
allocable to the Class A-__ Certificates with respect to a
Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed and adjustable interest rate, first lien
mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that ____________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed and adjustable interest rate, first lien
mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage
Products, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement') among the Depositor, the Master Servicer and Bank One,
A-2
National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any, required to be distributed to Holders of Class
A-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial [Certificate Principal Balance] [Notional Amount] of this Certificate is
set forth above. [The Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and any Realized Losses
allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
[This Certificate is entitled to the benefits of an irrevocable and
unconditional financial guaranty insurance policy issued by Ambac Assurance
Corporation (the "Certificate Policy").]
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans [and the Certificate Policy], all
as more specifically set forth herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including
A-3
without limitation reimbursement to the Depositor and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and there upon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier
A-4
of (i) the maturity or other liquidation of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master
Servicer from the Trust Fund of all remaining [Group I] [Group II] Loans and all
property acquired in respect of such [Group I] [Group II] Loans, thereby
effecting early retirement of the related Certificates. The Agreement permits,
but does not require, the Master Servicer (i) to purchase, at a price determined
as provided in the Agreement, all remaining [Group I] [Group II] Loans and all
property acquired in respect of any [Group I] [Group II] Loan or (ii) to
purchase in whole, but not in part, all of the Class A-[_] Certificates, Class
M-[_] Certificates and Class SB-[_] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the aggregate Stated
Principal Balance of the [Group I] [Group II] Loans, as of the Distribution Date
upon which the proceeds of any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the [Group I] [Group II] Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------------------
Authorized Signatory
Dated: March 27, 2002
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
A-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
_________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to___________________________________________ for the account of
__________________________________account number_______________________________
or, if mailed by check, to________________________________.
Applicable statements should be mailed
to:______________________________________
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
A-7
EXHIBIT B
CLASS [M-_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
[A-_][M-_] CERTIFICATES, AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CLASS [M-_] CERTIFICATE WILL BE MADE UNLESS THE
TRUSTEE HAS RECEIVED AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH
RESTRICTIONS NO LONGER APPLY, OR EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE COMPANY AND THE
MASTER SERVICER WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND
SECTION 4975 OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S
ACQUISITION OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR
(B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE AGREEMENT, EITHER
STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (A
"PLAN" OR ANY OTHER PERSON (INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY
OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR
PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"),
OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF
FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT
SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I)
NEITHER, AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE
FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL
APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WELL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS
B-1
NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A COMPLYING
INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE
LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR
(II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE
EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH
TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICE], ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
B-2
Class M-_ Mezzanine Certificate No. 1
Date of Pooling and Servicing [____%] [Adjustable] Pass-Through Rate
Agreement and Cut-off Date
March 1, 2002
First Distribution Date: Percentage Interest: ___%
April 25, 2002
Master Servicer: Aggregate Certificate Principal Balance of the
Residential Funding Corporation Class M-_ Certificates: $________
Final Scheduled Distribution Date: Initial Certificate Principal Balance of this
March 25, 2032 Class M-_ Certificate:
$----------
Maturity Date: CUSIP
March 25, 2032
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-RS2
evidencing a percentage interest in the distributions
allocable to the Class M-_ Certificates with respect to a
Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed and adjustable interest rate, first lien
mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed and adjustable interest rate, first lien mortgage
loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and Bank One, National Association, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
B-3
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest, if any, required to be distributed to Holders of Class M-_
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, unless an Officer's Certificate to the effect that
such restrictions no longer apply has been delivered to the trustee in
accordance with the pooling and servicing agreement, no transfer of this Class
M-_ Certificate will be made unless (i) the Trustee has received either an
opinion of counsel or a representation letter, each as described in the
Agreement, relating to the permissibility of such transfer under ERISA and
Section 4975 of the Code, or (ii) this Certificate is held by a Depository, in
which case the Transferee will be deemed to have made representations relating
to the permissibility of such transfer under ERISA and Section 4975 of the Code,
as described in Section 5.02(e) of the Agreement. In addition, any purported
Certificate Owner whose acquisition or holding of this Certificate (or interest
herein) was effected in violation of the restrictions in Section 5.02(e) of the
Agreement shall indemnify and hold harmless the Depositor, the Trustee, the
Master Servicer, any Subservicer, and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by such parties as a result
of such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
B-4
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the
B-5
Depositor, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining [Group I] [Group II] Loans and all property
acquired in respect of such [Group I] [Group II] Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer (i) to purchase, at a price determined as provided
in the Agreement, all remaining [Group I] [Group II] Loans and all property
acquired in respect of any [Group I] [Group II] Loan or (ii) to purchase in
whole, but not in part, all of the Class A-[_] Certificates, Class M-[_]
Certificates and Class SB-[_] Certificates from the Holders thereof, provided,
that any such option may only be exercised if the aggregate Stated Principal
Balance of the [Group I] [Group II] Loans, as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the [Group I] [Group II] Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: __________________________
Authorized Signatory
Dated: March 27, 2002
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-_ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By: __________________________
Authorized Signatory
B-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
_________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to___________________________________________ for the account of
__________________________________account number_______________________________
or, if mailed by check, to________________________________.
Applicable statements should be mailed
to:______________________________________
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
B-8
EXHIBIT C
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [A-_] [M- _]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY PLAN
SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON ACTING, DIRECTLY OR
INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES
WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR
REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101( "PLAN ASSETS") UNLESS EITHER
(I) THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER ARE PROVIDED WITH AN
OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE DEPOSITOR, THE
TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF. THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND OR (II) THE TRUSTEE IS PROVIDED WITH A
CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT IN THE FORM OF
EXHIBIT P TO THE AGREEMENT, WHICH THE TRUSTEE MAY RELY UPON WITHOUT FURTHER
INQUIRY OR INVESTIGATION.
C-1
Certificate No. __ Variable Pass-Through Rate
Class SB-__ Subordinate
Date of Pooling and Servicing Percentage Interest: ___%
and Cut-off Date:
March 1, 2002
First Distribution Date: Aggregate Initial Certificate Principal Balance
of the Class SB-__ Certificates:
April 25, 2002 $________
Master Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Certificate: $________
Final Scheduled Distribution Date: CUSIP: ________
Xxxxx 00, 0000
Xxxxxxxx Date:
March 25, 2032
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-RS2
evidencing a percentage interest in the distributions
allocable to the Class SB-__ Certificates with respect to a
Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed and adjustable interest rate, first lien
mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee
or any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that ________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed and adjustable interest rate, first lien mortgage
loans (the "Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement
C-2
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and Bank One, National Association, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof, assents and by which such Holder is bound.
Pursuant to the Terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class SB-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class SB-__ Certificate as of any date of determination will be
calculated as described in the Agreement. The Notional Amount hereof will be
reduced by interest shortfalls on the related Loan Group including any
Prepayment Interest Shortfalls not covered by Compensating Interest or related
Excess Cash Flow, and the interest portion of any Realized Losses incurred in
respect thereof. This Class SB-__ Certificate will accrue interest at the
Pass-Through Rate on the Notional Amount as indicated in the definition of
Accrued Certificate Interest in the Agreement. This Class SB-__ Certificate will
not accrue interest on its Certificate Principal Balance.
No transfer of this Class SB-__ Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on
C-3
behalf of the Trustee against any liability that may result if the transfer is
not so exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a
Plan, any Person acting, directly or indirectly, on behalf of any such Plan or
any Person acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of Exhibit P to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Insurer and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates and,
C-4
in certain additional circumstances, without the consent of the. Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining [Group I] [Group II] Loans and all property
acquired in respect of such [Group I] [Group II] Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer (i) to purchase, at a price determined as provided
in the Agreement, all remaining [Group I] [Group II] Loans and all property
acquired in respect of any [Group I] [Group II] Loan or (ii) to purchase in
whole, but not in part, all of the Class A-[_] Certificates, Class M-[_]
Certificates and Class SB-[_] Certificates from the Holders thereof, provided,
that any such option may only be exercised if the aggregate Stated Principal
Balance of the [Group I] [Group II] Loans, as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the [Group I] [Group II] Loans.
C-5
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------------
Authorized Signatory
Dated: March 27, 2002
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-__ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
C-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
_________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to___________________________________________ for the account of
__________________________________account number_______________________________
or, if mailed by check, to________________________________.
Applicable statements should be mailed
to:______________________________________
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
C-8
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS R-__ CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING THE
AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS. EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
E-1
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
D-2
Class R-__ Certificate No. __
Date of Pooling and Servicing Percentage Interest: __%
Agreement and Cut-off Date:
March 1, 2002
First Distribution Date: Initial Certificate Principal
April 25, 2002 Balance of this Certificate: $______
Master Servicer:
Residential Funding Corporation
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-RS2
evidencing a percentage interest in any distributions
allocable to the Class R-__ Certificates with respect to the
Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed and adjustable interest rate, first lien
mortgage loans sold by RESIDENTIAL ASSET MORTGAGE. PRODUCTS,
INC.
This Certificate is payable solely from the assets of the Trust Fund
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee
or any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that ___________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed and adjustable interest rate, first lien mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement) among
the Depositor, the Master Servicer and Bank One, National Association, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this
D-3
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such distribution (the
"Record Date"), from the related Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and, the amount of interest and principal, if any, required to be distributed to
Holders of Class R Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (ii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class R-__ Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which
D-4
establishes to the satisfaction of the Depositor, the Trustee and the Master
Servicer that the purchase of this Certificate is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Trustee or the Trust Fund to any obligation or liability
(including obligations, or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Depositor, the Master Servicer, the Trustee or the
Trust Fund. In lieu of such Opinion of Counsel, a Plan, any Person acting
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with Plan Assets of a Plan may provide a certification in the form
of paragraph fourteen of Exhibit H-1 to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more
D-5
new Certificates of authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
related Certificates. The Agreement permits, but does not require, the Master
Servicer (i) to purchase, at a price determined as provided in the Agreement,
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the related
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the related Mortgage
Loans, as of the Distribution Date upon which the proceeds of any such purchase
are distributed is less than ten percent of the Cut-off Date Principal Balance
of the related Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
------------------------------------
Authorized Signatory
Dated: March 27, 2002
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-__ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
D-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
_________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to___________________________________________ for the account of
__________________________________account number_______________________________
or, if mailed by check, to________________________________.
Applicable statements should be mailed
to:______________________________________
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
D-8
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of March 1, 2002, by and among BANK
ONE, NATIONAL ASSOCIATION, as trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC., as company (together with any successor in interest, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
any successor in interest or successor under the Pooling Agreement referred to
below, the "Master Servicer") and XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as custodian (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
- - - - - - - - - - - - - -
WHEREAS, the Company, the Master Servicer, and the Trustee
have entered into a Pooling and Servicing Agreement, dated as of March 1, 2002,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2002-RS2 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
F-1
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all
documents required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related
E-2
Mortgage Loan in an amount equal to the Purchase Price for such Mortgage Loan,
the Custodian shall release to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a list of all of
the documents relating to the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage
Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure
E-3
of the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Custodian a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery. In
the event of the liquidation of a Mortgage Loan, the Custodian shall deliver the
Trust Receipt with respect thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account as provided in the Pooling
Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
E-4
Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Custodian and one copy to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such
event, the Trustee shall appoint, or petition a court of competent jurisdiction
to appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
E-5
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
E-6
Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-7
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: BANK ONE, NATIONAL ASSOCIATION,
as Trustee
1 Bank Xxx Xxxxx - Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000 By:_________________________________
Name:
Title:
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name:
Title:
Address: XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name:
Title:
E-8
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the ____ day of March, 2002, before me, a notary public in
and for said State, personally appeared _____________, known to me to be a
_______________ of Bank One, National Association, 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.
---------------------
Notary Public
[SEAL]
E-9
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ___ day of March, 2002, before me, a notary public in
and for said State, personally appeared ____________, known to me to be a
____________ of Residential Asset Mortgage Products, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
----------------------
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of March, 2002, before me, a notary public in
and for said State, personally appeared, ____________, known to me to be a
_____________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written. .
------------------
Notary Public
[Notarial Seal]
E-10
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of March, 2002, before me, a notary public in
and for said State, personally appeared ___________, known to me to be an
______________ of Xxxxx Fargo Bank Minnesota, National Association, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association 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.
------------------------------
Notary Public
E-11
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March 27, 2002
Bank One, National Association Ambac Assurance Corporation
1 Bank Xxx Xxxxx - Xxxxx XX0-0000 Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-RS2
Re: Custodial Agreement, dated as of March 1, 2002, by and among Bank
One, National Association, Residential Asset Mortgage Products,
Inc., Residential Funding Corporation and Xxxxx Fargo Bank
Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2002-RS2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:______________________________
Name:____________________________
Title:___________________________
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EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_____________ __, 2002
Bank One, National Association Ambac Assurance Corporation
1 Bank Xxx Xxxxx - Xxxxx XX0-0000 Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-RS2
Re: Custodial Agreement, dated as of March 1, 2002, by and among Bank
One, National Association, Residential Asset Mortgage Products,
Inc., Residential Funding Corporation and Xxxxx Fargo Bank
Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2002-RS2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_____________________________
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EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ __, 2002
Bank One, National Association Ambac Assurance Corporation
1 Bank Xxx Xxxxx - Xxxxx XX0-0000 Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-RS2
Re: Custodial Agreement, dated as of March 1, 2002, by and among Bank
One, National Association, Residential Asset Mortgage Products,
Inc., Residential Funding Corporation and Xxxxx Fargo Bank
Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2002-RS2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents referred to in
Section 2.01(b) of the Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name:________________________________
Title:________________________________
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EXHIBIT F-1
GROUP I LOAN SCHEDULE
RUN ON : 03/21/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.26.28 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2002-RS2 FIXED CUTOFF : 03/01/02
POOL : 0004583
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
------------------------------------------------------------------------
1015945 .4500
139,864.10 .0500
9.7500 .0000
9.3000 .0000
9.2500 .0000
9.2500 .0000
1022357 .4000
202,515.07 .0500
9.7500 .0000
9.3500 .0000
9.3000 .0000
9.3000 .0000
1022790 .2500
177,356.30 .0500
9.3750 .0000
9.1250 .0000
9.0750 .0000
9.0750 .0000
1023399 .7300
142,097.54 .0500
10.0000 .0000
9.2700 .0000
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1
8121426 .2500
98,485.54 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
8121428 .2500
78,950.89 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
8121430 .2500
176,155.08 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.7000 .0000
8121432 .2500
171,088.16 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.4500 .0000
8121434 .2500
148,500.00 .0500
9.8750 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
8121436 .2500
159,903.07 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
8121438 .2500
56,655.77 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.9500 .0000
8121440 .2500
49,472.25 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1
8121442 .2500
61,554.72 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
8121444 .2500
155,897.95 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
8121446 .2500
94,960.53 .0500
10.5000 .0000
10.2500 .0000
10.2000 .0000
10.2000 .0000
8121448 .2500
103,428.77 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
8121450 .2500
247,342.18 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
8121452 .2500
46,334.78 .0500
11.3750 .0000
11.1250 .0000
11.0750 .0000
11.0750 .0000
8121454 .2500
58,139.89 .0500
10.5000 .0000
10.2500 .0000
10.2000 .0000
10.2000 .0000
8121456 .2500
164,522.82 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
1
8121458 .2500
108,000.00 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
8121460 .2500
47,000.00 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.8250 .0000
8121462 .2500
56,986.21 .0500
12.7500 .0000
12.5000 .0000
12.4500 .0000
12.4500 .0000
8121464 .2500
85,538.05 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
8121466 .2500
132,217.76 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
8121468 .2500
118,245.32 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
8121470 .2500
60,730.05 .0500
11.3750 .0000
11.1250 .0000
11.0750 .0000
11.0750 .0000
8121472 .2500
98,926.53 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
1
8121474 .2500
103,164.44 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
8121478 .2500
49,561.31 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.9500 .0000
8121480 .2500
71,945.21 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
8121482 .2500
154,850.00 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
8121484 .2500
198,629.21 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
8121486 .2500
52,161.49 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
8121488 .2500
88,948.73 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
8121490 .2500
133,902.24 .0500
11.0000 .0000
10.7500 .0000
10.7000 .0000
10.7000 .0000
1
8121492 .2500
74,672.63 .0500
10.8750 .0000
10.6250 .0000
10.5750 .0000
10.5750 .0000
TOTAL NUMBER OF LOANS: 2399
TOTAL BALANCE........: 386,296,273.87
RUN ON : 03/21/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.26.28 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2002-RS2 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/02
POOL : 0004583
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-------------------------------------------------------------------------
CURR NOTE RATE 8.1363 5.5000 15.0500
RFC NET RATE 7.8533 5.2500 14.0500
NET MTG RATE(INVSTR RATE) 7.8033 5.2000 14.0000
POST STRIP RATE 7.8033 5.2000 14.0000
SUB SERV FEE .2830 .1250 1.4500
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 2399
TOTAL BALANCE........: 386,296,273.87
***************************
* END OF REPORT *
***************************
RUN ON : 03/21/02 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.26.28 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2002-RS2 FIXED CUTOFF : 03/01/02
POOL : 0004583
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ORIG RATE ORIGINAL P+I LTV
CURR NET CURRENT P+I
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1015945 016/448 F 173,000.00 ZZ
360 139,864.10 1
9.750 1,486.34 80
9.300 1,486.34
XXXXX XXXXXX XX 00000 2 12/24/86 00
0001092265 01 03/01/87 0
00007299 O 02/01/17
5703143262
1022357 275/X14 F 252,450.00 ZZ
360 202,515.07 1
9.750 2,168.94 64
9.350 2,168.94
XXXXXXXXXXX XX 00000 2 01/20/87 00
0200742318 05 03/01/87 0
427724 O 02/01/17
5703143296
1022790 052/670 F 220,500.00 ZZ
360 177,356.30 1
9.375 1,834.01 70
9.125 1,834.01
XXXXXX XX 00000 1 03/25/87 00
0000000000 05 05/01/87 0
80077 O 04/01/17
0
1023399 270/448 F 184,000.00 ZZ
360 142,097.54 1
10.000 1,614.73 80
9.270 1,614.73
XXXXXXXX XX 00000 1 02/06/87 00
0000876961 05 04/01/87 0
1
328000168 O 03/01/17
5703143189
1023613 157/S48 F 195,500.00 ZZ
360 157,722.56 1
9.500 1,643.87 80
9.250 1,643.87
XXXXX XX 00000 1 03/02/87 00
0003901139 05 05/01/87 0
3860973 O 04/01/17
5703143304
1029262 152/405 F 234,000.00 ZZ
360 189,123.49 1
10.250 2,096.88 60
10.000 2,096.88
XXXXX XXXXXX XX 00000 2 07/25/86 00
5779144106 05 09/01/86 0
0367288 O 08/01/16
0
1040601 098/742 F 170,000.00 ZZ
360 138,350.64 1
9.875 1,476.20 70
9.400 1,476.20
XXXXXXX XX 00000 5 02/05/87 00
2309003 05 04/01/87 0
702900909 O 03/01/17
5703143429
1040878 669/514 F 138,500.00 ZZ
360 111,735.87 1
9.625 1,177.24 53
9.050 1,177.24
XXXXXXX XX 00000 2 02/20/87 00
740050 05 04/01/87 0
19000801 O 03/01/17
5703143460
1047377 280/388 F 188,000.00 ZZ
360 152,093.82 1
9.750 1,615.21 74
9.500 1,615.21
XXXXXXX XXXXX XX 00000 2 01/22/87 00
0844716951 01 03/01/87 0
O 02/01/17
5703143247
1
1048130 228/M32 F 231,900.00 ZZ
360 188,225.39 1
10.250 2,078.06 80
9.250 2,078.06
XXXXXXXXXXX XX 00000 1 10/21/86 00
310820790 05 12/01/86 0
0 O 11/01/16
0
1052969 152/405 F 240,000.00 ZZ
360 177,619.43 1
9.375 1,996.20 58
9.000 1,996.20
XXXXXXXX XX 00000 2 12/29/86 00
5779144213 05 03/01/87 0
0554154 O 02/01/17
5703143486
1054853 100/X14 F 125,000.00 ZZ
360 68,050.75 1
9.500 1,051.07 76
9.250 1,051.07
XXX XXXXXXXXXX XX 00000 1 12/05/86 00
0004154089 05 02/01/87 0
4154089 O 01/01/17
5703143494
1061826 381/S48 F 322,500.00 ZZ
360 259,726.27 1
9.500 2,711.75 75
9.150 2,711.75
XXX XXXXXXX XX 00000 1 04/02/87 00
0000618843 05 06/01/87 0
O 05/01/17
0
1062772 160/G61 F 71,800.00 ZZ
360 57,540.20 1
9.250 590.68 65
9.000 590.68
XXXXXXXXXXX XX 00000 2 03/09/87 00
0008505927 05 05/01/87 0
8505927 O 04/01/17
0
1065636 019/M32 F 343,000.00 ZZ
360 241,740.73 1
9.375 2,852.92 70
9.125 2,852.92
1
XXXXXX XX 00000 5 03/12/87 00
310955919 05 05/01/87 0
550539 O 04/01/17
0
1066716 052/670 F 343,700.00 ZZ
360 292,611.53 1
11.325 3,357.82 70
9.875 3,357.82
XXXXXXXXX XX 00000 5 06/05/87 00
3115509293 05 08/01/87 0
82007 O 07/01/17
0
1100412 324/183 F 207,900.00 ZZ
360 132,484.58 1
9.750 1,786.19 90
9.500 1,786.19
XXXXXXXXX XX 00000 1 04/20/87 04
117733407 05 06/01/87 30
1982107 O 05/01/17
0
1196848 442/M32 F 301,000.00 ZZ
360 191,275.15 1
11.000 2,866.49 70
10.625 2,866.49
XXXXXXXXX XX 00000 1 10/12/89 00
311223994 05 12/01/89 0
2584476 O 11/01/19
0
1229185 445/M32 F 263,900.00 ZZ
360 237,539.91 1
10.375 2,389.37 69
10.000 2,389.37
XXX XXXXXXXXX XX 00000 5 02/21/91 00
320052368 05 04/01/91 0
2002177 O 03/01/21
0
1231421 592/J77 F 243,900.00 ZZ
360 219,748.36 1
11.000 2,322.72 90
10.650 2,322.72
XXXXXXXXXXX XX 00000 1 08/24/90 11
0669075 03 10/01/90 20
WC0360 O 09/01/20
0
1
1231469 592/J77 F 275,100.00 ZZ
360 245,813.20 1
10.875 2,593.89 81
10.625 2,593.89
XXXXXXXX XX 00000 1 03/30/90 96
0735850 03 05/01/90 25
VC1979 O 04/01/20
0
1232225 169/076 F 500,000.00 ZZ
360 418,402.20 1
10.500 4,573.70 74
9.625 4,573.70
XXXXXXXX XX 00000 1 07/16/87 00
11679256 05 09/01/87 0
00729701 O 08/01/17
0
1232277 169/076 F 234,000.00 ZZ
360 187,984.31 1
10.375 2,118.66 90
9.625 2,118.66
XXXXXXXXXX XX 00000 1 08/23/90 11
11842059 05 10/01/90 17
02007541 O 09/01/20
0
1232331 169/076 F 198,000.00 ZZ
360 176,403.54 1
10.625 1,829.72 90
9.625 1,829.72
XXXXXXX XX 00000 1 04/03/90 10
11843618 06 06/01/90 17
02017181 O 05/01/20
0
1233624 124/M32 F 324,000.00 ZZ
360 293,287.13 1
10.625 2,994.08 80
9.993 2,994.08
XXXXXXXX XXXX XX 00000 1 03/29/91 00
320063472 05 06/01/91 0
703637 O 05/01/21
0
1233815 560/560 F 210,000.00 ZZ
360 187,671.89 1
1
9.875 1,823.53 80
9.750 1,823.53
XXXXXXXXXX XX 00000 1 03/06/91 00
217797612 05 05/01/91 0
00462597600 O 04/01/21
0
1234366 450/994 F 224,000.00 ZZ
360 171,595.37 1
9.750 1,924.51 80
9.500 1,924.51
XXXX XXXXXXX XX 00000 1 03/22/91 00
5927862606 05 05/01/91 0
1710342 O 04/01/21
0
1241060 131/M32 F 301,871.21 ZZ
317 255,698.93 1
9.875 2,683.90 71
9.625 2,683.90
XXXXXXXXX XX 00000 1 04/18/91 00
320101785 05 07/01/91 0
4339484 O 11/01/17
0
1247263 331/M32 F 233,600.00 ZZ
360 209,378.85 1
9.875 2,028.47 74
9.625 2,028.47
XX XXXXXXXXXX XX 00000 1 07/12/91 00
320096910 05 09/01/91 0
3130853 O 08/01/21
0
1247715 331/M32 F 248,000.00 ZZ
360 220,886.32 1
9.875 2,153.51 80
9.625 2,153.51
XXXXXXXXXX XX 00000 2 08/14/91 00
320103823 05 10/01/91 0
3130636 O 09/01/21
0
1248319 052/670 F 350,000.00 ZZ
360 315,397.34 1
10.250 3,136.36 80
9.875 3,136.36
XXXXXX XXXX XX 00000 1 06/18/91 00
3116449914 05 08/01/91 0
1
156492 O 07/01/21
0
1255187 669/514 F 300,000.00 ZZ
360 268,887.48 1
9.375 2,495.25 75
9.125 2,495.25
XXXXX XXXXXXXX XX 00000 1 11/20/91 00
740293 05 01/01/92 0
16399207761 O 12/01/21
0
1262066 478/X14 F 250,000.00 ZZ
360 214,052.85 1
9.375 2,079.37 79
9.125 2,079.37
XXXXXXXX XX 00000 2 10/30/91 00
0200505571 05 01/01/92 0
3125647 O 12/01/21
0
1264408 552/070 F 210,000.00 ZZ
360 164,672.56 1
9.250 1,727.62 80
8.875 1,727.62
XXXXXXXX XX 00000 2 01/29/92 00
006404711 05 04/01/92 0
011001758 O 03/01/22
1673427107
1270403 462/076 F 57,000.00 ZZ
360 50,636.31 1
8.875 453.52 54
8.625 453.52
XXXXXXXX XXXXX XX 00000 1 12/31/91 00
14880095 05 02/01/92 0
679647 O 01/01/22
1673427067
1282662 473/070 F 250,000.00 ZZ
360 223,831.98 1
8.750 1,966.75 77
8.250 1,966.75
XXXXXX XXXXX XX 00000 2 06/23/92 00
006413273 05 08/01/92 0
00020865 O 07/01/22
1677229382
1
1288675 274/181 F 120,000.00 ZZ
360 103,091.01 1
8.875 954.78 58
8.250 954.78
XXXXXXX XXXXX XX 00000 2 07/01/92 00
0004683528 01 09/01/92 0
1920600416 O 08/01/22
1677229392
1344214 560/560 F 350,000.00 ZZ
180 190,373.45 1
6.000 2,953.50 67
5.875 2,953.50
XXXX XXXXXX XX 00000 1 08/06/93 00
220959084 05 10/01/93 0
410077200 O 09/01/08
0
1371342 705/G02 F 276,000.00 ZZ
180 154,826.11 1
6.375 2,385.35 63
6.125 2,385.35
XXXXXXXXXXX XX 00000 2 02/10/94 00
0430192195 05 04/01/94 0
93030645 O 03/01/09
0
1386298 158/976 F 500,000.00 ZZ
180 230,637.68 1
7.375 4,599.62 75
7.250 4,599.62
BOROUGH XX XXXX XX 00000 1 06/03/94 00
2494078 05 08/01/94 0
2494078 O 07/01/09
0
1386671 375/448 F 292,500.00 ZZ
180 176,164.24 1
6.875 2,608.67 90
6.625 2,608.67
XXXXXXXXXX XX 00000 1 05/12/94 11
0001091993 05 07/01/94 20
452254 O 06/01/09
0
1392958 405/405 F 286,564.03 ZZ
297 244,079.19 1
8.000 2,218.79 61
7.750 2,218.79
1
XXXXXX XXXXXX XX 00000 2 12/23/93 00
5772066777 05 03/01/94 0
2066777 O 11/01/18
607565
1394509 052/670 F 275,000.00 ZZ
360 254,040.70 1
8.625 2,138.93 74
8.375 2,138.93
XXXXXXX XX 00000 1 07/25/94 00
3121160173 05 09/01/94 0
292058 O 08/01/24
607568
1394573 766/G48 F 53,000.00 T
360 49,683.13 1
9.375 440.83 73
9.125 440.83
XXXXX XXXXX XX 00000 1 11/03/94 00
0657143 06 01/01/95 0
94HA108 O 12/01/24
607571
1398179 018/M32 F 240,000.00 ZZ
360 215,263.27 1
7.125 1,616.92 79
6.875 1,616.92
XXXXXXX XX 00000 1 02/03/94 00
009720376 03 04/01/94 0
202037 O 03/01/24
607607
1398792 070/070 F 421,000.00 ZZ
360 391,877.69 1
8.875 3,349.67 77
8.625 3,349.67
XXXXX XXXXXXX XX 00000 1 10/07/94 00
001283077 05 12/01/94 0
1283077 O 11/01/24
607625
1398855 070/070 F 650,000.00 ZZ
360 604,849.24 1
9.000 5,230.05 79
8.750 5,230.05
XXXX XX 00000 2 09/23/94 00
001657367 05 11/01/94 0
1657367 O 10/01/24
607634
1
1398871 070/070 F 354,000.00 ZZ
360 276,850.39 1
7.250 2,414.90 80
7.000 2,414.90
XXXXXX XXXXXX XX 00000 1 10/07/94 00
009210138 05 12/01/94 0
9210138 O 11/01/24
607640
1398911 560/560 F 250,000.00 ZZ
360 234,272.29 1
9.500 2,102.14 92
9.330 2,102.14
XXXXXXXXX XX 00000 1 10/27/94 14
450012935 05 12/01/94 30
450012935 O 11/01/24
607646
1398917 560/560 F 266,200.00 ZZ
360 237,144.99 1
9.250 2,189.96 80
9.080 2,189.96
XXXXXXXX XX 00000 1 10/31/94 00
450022546 05 12/01/94 0
450022546 O 11/01/24
607648
1398945 074/074 F 303,000.00 ZZ
360 282,005.64 1
8.875 2,410.81 57
8.625 2,410.81
XX XXXXXX XXXXX XX 00000 5 10/20/94 00
0000000000 05 12/01/94 0
56211013 O 11/01/24
607654
1415535 627/M32 F 298,900.00 ZZ
180 207,735.49 1
8.250 2,899.75 80
8.000 2,899.75
XXXXXX XX 00000 1 05/15/95 00
009725656 03 07/01/95 0
326869 O 06/01/10
0
1415894 943/M32 F 53,450.00 ZZ
180 34,751.67 1
1
7.375 491.70 69
7.125 491.70
XXXXXX XX 00000 1 11/15/94 00
009724055 03 01/01/95 0
4050000160 O 12/01/09
0
1416831 670/M32 F 300,000.00 ZZ
180 201,536.13 1
8.050 2,875.63 76
7.800 2,875.63
XXXXXX XX 00000 1 01/27/95 00
009732249 03 03/01/95 0
2965941 O 02/01/10
0
1416864 670/M32 F 416,000.00 ZZ
180 284,698.62 1
7.900 3,951.54 80
7.650 3,951.54
XXXXXXX XXXXX XX 00000 1 04/07/95 00
009732512 05 06/01/95 0
481980 O 05/01/10
0
1417400 003/M32 F 250,000.00 ZZ
180 170,698.12 1
7.500 2,317.53 57
7.250 2,317.53
XXXXXXXXXX XX 00000 1 05/05/95 00
009724212 03 07/01/95 0
61062900 O 06/01/10
0
1417944 439/686 F 315,000.00 T
180 210,147.66 1
8.400 3,083.50 70
8.275 3,083.50
XXXXX XXXXX XX 00000 1 04/19/95 00
7017724670 05 07/01/95 0
17724675 O 06/01/10
0
1418518 299/M32 F 333,000.00 ZZ
180 192,024.93 1
9.000 3,377.51 82
8.750 3,377.51
XXXXXXXXXX XX 00000 4 04/05/95 11
009724766 03 06/01/95 17
1
108538 O 05/01/10
0
1418898 686/686 F 218,000.00 ZZ
180 150,277.00 1
8.600 2,159.54 73
8.350 2,159.54
XXXXXXX XX 00000 2 04/21/95 00
0816735591 05 06/01/95 0
30816735591 O 05/01/10
0
1418903 686/686 F 75,000.00 ZZ
180 33,008.98 1
8.250 727.61 44
8.000 727.61
XXXXXXX XX 00000 1 05/10/95 00
0816860753 03 07/01/95 0
30816860753 O 06/01/10
0
1419044 447/G48 F 71,900.00 ZZ
360 63,559.97 1
9.875 624.35 90
9.375 624.35
XXXXXX XX 00000 1 10/05/90 10
0657505 05 11/01/90 17
659519 O 10/01/20
1666257638
1419389 163/M32 F 240,000.00 ZZ
180 141,485.98 1
7.000 2,157.19 45
6.750 2,157.19
XXXXX XXXXX XX 00000 2 01/26/94 00
009726381 05 03/01/94 0
371126433 O 02/01/09
0
1419733 163/M32 F 225,000.00 ZZ
180 128,599.81 1
6.750 1,991.05 78
6.500 1,991.05
XXXXXXXXX XX 00000 2 03/15/94 00
009726373 05 05/01/94 0
149314 O 04/01/09
0
1
1420101 225/S48 F 220,000.00 ZZ
180 40,647.90 1
8.125 2,118.34 79
7.875 2,118.34
XXXXXXX XX 00000 1 10/20/94 00
0020456448 05 12/01/94 0
2355761 O 11/01/09
0
1420120 225/S48 F 60,000.00 ZZ
180 27,775.38 1
9.375 622.02 34
9.075 622.02
XXXXXXX XX 00000 2 11/01/94 00
0020461380 05 01/01/95 0
2355765 O 12/01/09
0
1420122 225/670 F 400,000.00 ZZ
180 254,720.79 1
8.125 3,851.53 73
7.875 3,851.53
XXX XXXXXXXXX XX 00000 1 06/01/94 00
3036332769 03 08/01/94 0
2355678 O 07/01/09
0
1420124 225/670 F 275,150.00 ZZ
180 175,635.15 1
8.250 2,669.35 90
8.000 2,669.35
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0
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0
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0
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1
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0
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0
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0
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0
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0
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0
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0
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0
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360 169,187.23 1
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0
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1
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0
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0
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0
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0
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1
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0
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0
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1
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0
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0
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0
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0
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0
1
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0
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0
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0
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0
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1
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0
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0
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0
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1
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0
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0
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0
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0
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0
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0
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0
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0
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0
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0
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0
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180 83,416.39 1
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0
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1
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0
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0
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0
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0
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0
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0
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1
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0
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0
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240 29,546.60 1
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0
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180 40,824.38 1
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0
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240 29,801.69 1
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0
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240 31,694.86 1
1
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0
7012452 K52/U56 F 204,750.00 ZZ
180 204,120.91 1
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120678 O 10/01/16
0
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180 78,635.36 1
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0
7012460 K52/U56 F 70,000.00 ZZ
180 69,828.56 1
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0
7012462 K52/U56 F 30,000.00 ZZ
180 29,938.75 1
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0
7012464 K52/U56 F 41,000.00 ZZ
180 40,887.35 1
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1
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0
7012466 K52/U56 F 240,000.00 ZZ
180 239,454.48 1
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123271 O 10/24/16
0
7012470 K52/U56 F 90,000.00 ZZ
180 89,655.02 1
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123854 O 10/27/16
0
7012476 K52/U56 F 110,000.00 ZZ
180 108,576.11 1
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0
7012478 K52/U56 F 98,470.00 ZZ
360 98,171.98 1
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0
7012480 K52/U56 F 68,000.00 ZZ
240 67,659.98 1
10.500 678.90 80
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XXXXXXXXX XX 00000 5 11/05/01 00
0433463692 05 12/14/01 0
125700 O 11/14/21
0
1
7012482 K52/U56 F 90,000.00 ZZ
180 89,833.52 1
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XXXXXXXX XX 00000 1 10/30/01 23
0433463700 05 12/04/01 0
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0
7012484 K52/U56 F 48,000.00 ZZ
180 47,524.50 1
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9.350 511.42
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0433463718 05 12/01/01 0
126461 O 11/01/16
0
7012486 K52/U56 F 100,300.00 ZZ
180 100,056.85 1
8.550 774.78 85
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XXXXX XXXXX XX 00000 2 11/07/01 23
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126830 O 11/27/16
0
7012496 K52/U56 F 88,400.00 ZZ
180 88,226.95 1
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9.100 749.78
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0433463734 05 12/20/01 0
128789 O 11/20/16
0
7012498 K52/U56 F 48,000.00 ZZ
180 47,890.05 1
9.300 396.63 100
8.800 396.63
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0433463742 05 12/03/01 0
129037 O 11/03/16
0
7012500 K52/U56 F 114,900.00 ZZ
180 114,726.48 1
10.800 1,076.90 100
10.300 1,076.90
1
XXXXXXXXXXXXXX XX 00000 1 10/31/01 23
0433463155 05 12/05/01 0
129129 O 11/05/16
0
7012502 K52/U56 F 33,600.00 ZZ
360 33,556.42 1
11.500 332.74 80
11.000 332.74
XXXXXXX XX 00000 5 11/09/01 00
0433463775 05 12/20/01 0
129196 O 11/20/31
0
7012508 K52/U56 F 88,000.00 ZZ
180 87,837.22 1
9.850 762.53 80
9.350 762.53
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0433463783 05 12/04/01 0
129824 O 11/04/16
0
7012510 K52/U56 F 68,000.00 ZZ
360 67,866.00 1
9.550 574.27 80
9.050 574.27
XXXXX XX 00000 5 10/29/01 00
0433463791 05 12/07/01 0
130042 O 11/07/31
0
7012512 K52/U56 F 54,000.00 ZZ
180 53,885.52 1
9.200 442.29 90
8.700 442.29
XXXXXXXX XX 00000 5 11/13/01 23
0433463809 05 12/24/01 0
130252 O 11/24/16
0
7012514 K52/U56 F 66,900.00 ZZ
180 66,712.37 1
8.950 535.89 100
8.450 535.89
XXXXXX XXXX XX 00000 1 10/23/01 23
0433463189 05 11/28/01 0
130417 O 10/28/16
0
1
7012516 K52/U56 F 188,000.00 ZZ
180 187,722.19 1
10.900 1,776.18 100
10.400 1,776.18
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0433463825 05 12/24/01 0
131198 O 11/24/16
0
7012520 K52/U56 F 134,900.00 ZZ
360 134,688.74 1
10.650 1,249.14 95
10.150 1,249.14
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0433463833 05 12/29/01 0
131957 O 11/29/31
0
7012522 K52/U56 F 111,000.00 ZZ
360 110,796.83 1
9.900 965.92 100
9.400 965.92
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0433463858 05 12/14/01 0
132053 O 11/14/31
0
7012526 K52/U56 F 90,500.00 ZZ
180 90,261.04 1
8.700 708.74 72
8.200 708.74
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0433463866 05 12/04/01 0
132680 O 11/04/16
0
7012530 K52/U56 F 103,119.00 ZZ
180 102,876.59 1
8.700 807.56 90
8.200 807.56
XXXXXX XX 00000 1 10/31/01 00
0433463874 05 12/05/01 0
133315 O 11/05/16
0
7012532 K52/U56 F 80,000.00 ZZ
180 79,845.65 1
1
9.650 681.46 100
9.150 681.46
XXXXXXXX XX 00000 5 11/09/01 23
0433463882 05 12/20/01 0
133807 O 11/20/16
0
7012534 K52/U56 F 45,900.00 ZZ
180 45,769.14 1
7.750 328.84 85
7.250 328.84
XXXXXX XX 00000 5 11/01/01 23
0433463205 05 12/10/01 0
133859 O 11/10/16
0
7012540 K52/U56 F 74,400.00 ZZ
180 74,291.61 1
9.600 631.04 80
9.100 631.04
XXXXX XX 00000 5 11/26/01 00
0433463908 05 01/05/02 0
135524 O 12/05/16
0
7012552 K52/U56 F 80,000.00 ZZ
360 79,845.65 1
9.650 681.46 100
9.150 681.46
XXXXXXXXX XX 00000 5 11/15/01 23
0433463221 05 12/25/01 0
138282 O 11/25/31
0
7012554 K52/U56 F 121,500.00 ZZ
360 121,164.16 1
10.900 1,147.91 90
10.400 1,147.91
XXXXXXXXXX XX 00000 1 11/16/01 23
0433463924 09 12/24/01 0
138673 O 11/24/31
0
7012556 K52/U56 F 56,000.00 ZZ
180 55,909.79 1
10.500 512.26 80
10.000 512.26
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0433463940 05 12/21/01 0
1
139610 O 11/21/16
0
7012558 K52/U56 F 43,200.00 ZZ
180 43,128.66 1
9.000 347.60 74
8.500 347.60
XXXXXXXXXXXX XX XX 00000 5 11/28/01 00
0433463965 01 01/08/02 0
141207 O 12/08/16
0
7012560 K52/U56 F 50,400.00 ZZ
180 50,202.37 1
10.750 470.48 80
10.250 470.48
XXXXXXXXXXX XXX XX 00000 5 05/17/01 00
0433463973 05 06/17/01 0
85901 N 05/17/16
0
7012566 K52/U56 F 40,500.00 ZZ
180 40,347.99 1
9.200 331.72 90
8.700 331.72
XXXXXXXXXX XX 00000 5 07/26/01 23
0433464013 05 09/05/01 0
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0
7013056 J40/U57 F 25,440.00 ZZ
360 25,400.13 1
9.250 209.29 80
8.750 209.29
XXXXX XXXXXXXXX XX 00000 5 11/21/01 00
0433651460 05 01/01/02 0
1071956 N 12/01/31
0
7013642 196/U57 F 281,675.00 ZZ
360 281,036.28 1
8.875 2,241.14 95
8.625 2,241.14
XXXXXX XX 00000 1 10/22/01 23
0433463163 05 12/01/01 0
1307451 O 11/01/31
0
1
7013644 196/U57 F 217,550.00 ZZ
360 217,161.88 1
8.625 1,692.09 95
8.375 1,692.09
XXXXX XXXX XX 00000 1 11/27/01 23
0433463171 03 01/01/02 0
1307596 O 12/01/31
0
7013646 196/U57 F 189,850.00 ZZ
360 189,511.30 2
8.625 1,476.64 62
8.375 1,476.64
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0433462793 05 01/01/02 0
1309333 O 12/01/31
0
7013648 196/U57 F 149,850.00 ZZ
360 149,553.92 1
8.125 1,112.64 90
7.875 1,112.64
XXX XXXXXXX XX 00000 1 11/26/01 01
0433462801 05 01/01/02 25
1309755 O 12/01/31
0
7013650 196/U57 F 422,750.00 ZZ
360 422,069.92 1
9.125 3,439.64 95
8.875 3,439.64
XXXXXX XX 00000 1 11/16/01 23
0433463213 05 01/01/02 0
1309785 O 12/01/31
0
7013652 196/U57 F 113,050.00 ZZ
360 112,832.23 1
8.250 849.31 95
8.000 849.31
XXXXXXXX XXXX XX 00000 1 11/09/01 23
0433463239 05 01/01/02 0
1309830 O 12/01/31
0
7013654 196/U57 F 135,000.00 ZZ
360 134,752.89 1
8.500 1,038.04 90
8.250 1,038.04
1
XXXXXXXXXX XX 00000 1 11/30/01 01
0433462827 05 01/01/02 30
1312304 O 12/01/31
0
7013656 196/U57 F 270,000.00 ZZ
360 269,479.90 1
8.250 2,028.43 90
8.000 2,028.43
XXXXXXXXX XX 00000 5 11/14/01 23
0433463288 05 01/01/02 0
1312693 O 12/01/31
0
7013658 196/U57 F 40,500.00 ZZ
180 40,154.22 1
8.250 392.91 90
8.000 392.91
XXXXXX XX 00000 1 11/29/01 23
0433463296 01 01/01/02 0
1313443 O 12/01/16
0
7013660 196/U57 F 97,500.00 ZZ
360 97,326.08 1
8.625 758.34 65
8.375 758.34
XXXXXX XX 00000 5 11/12/01 00
0433462850 05 01/01/02 0
1433889 O 12/01/31
0
7013662 196/U57 F 227,000.00 ZZ
360 226,634.83 1
9.125 1,846.95 95
8.875 1,846.95
XXXXX XXXXX XX 00000 1 11/13/01 23
0433463312 05 01/01/02 0
1441824 O 12/01/31
0
7013664 196/U57 F 184,600.00 ZZ
360 184,156.22 1
8.125 1,370.65 95
7.875 1,370.65
XXXXX XX 00000 1 11/12/01 01
0433462868 05 01/01/02 30
1447958 O 12/01/31
0
1
7013666 196/U57 F 233,700.00 ZZ
360 233,163.14 1
8.125 1,735.22 95
7.875 1,735.22
XXXXX XX 00000 1 11/15/01 01
0433462876 05 01/01/02 30
1450666 O 12/01/31
0
7013668 196/U57 F 161,500.00 ZZ
360 161,240.19 1
9.125 1,314.02 95
8.875 1,314.02
XXXXXXXXX XX 00000 1 11/30/01 23
0433463346 05 01/01/02 0
1454787 O 12/01/31
0
7013670 196/U57 F 61,750.00 ZZ
360 61,645.35 1
8.875 491.32 95
8.625 491.32
XXXX XXXXX XX 00000 1 11/15/01 23
0433463353 05 01/01/02 0
1455474 O 12/01/31
0
7013672 196/U57 F 168,100.00 ZZ
360 167,708.86 1
8.750 1,322.45 95
8.500 1,322.45
XX XXXXXXXXXX XX 00000 2 11/05/01 23
0433463361 05 12/01/01 0
1456196 O 11/01/31
0
7013674 196/U57 F 170,905.00 ZZ
360 170,558.65 1
8.000 1,254.05 95
7.750 1,254.05
XXXXXXXX XX 00000 1 11/01/01 01
0433462892 05 01/01/02 30
1456900 O 12/01/31
0
7013676 196/U57 F 100,000.00 ZZ
360 99,735.66 1
1
8.125 742.50 53
7.875 742.50
XXX XXXXXXX XX 00000 5 11/02/01 00
0433462900 05 12/01/01 0
1459950 O 11/01/31
0
7013678 196/U57 F 270,750.00 ZZ
360 270,302.99 1
9.000 2,178.52 95
8.750 2,178.52
XXXXXXXX XX 00000 1 11/15/01 23
0433463411 05 01/01/02 0
1460210 O 12/01/31
0
7013680 196/U57 F 125,950.00 ZZ
360 125,688.25 1
7.875 913.23 95
7.625 913.23
XXXXXX XX 00000 1 11/01/01 01
0433462918 05 01/01/02 30
1460752 O 12/01/31
0
7013682 196/U57 F 185,250.00 ZZ
360 184,944.14 1
9.000 1,490.57 95
8.750 1,490.57
XXXXXXXXX XX 00000 1 11/05/01 23
0433463452 05 01/01/02 0
1460983 O 12/01/31
0
7013684 196/U57 F 222,300.00 ZZ
360 221,782.77 2
8.750 1,748.84 95
8.500 1,748.84
XXXXXXXXXXX XX 00000 1 10/17/01 23
0433463478 05 12/01/01 0
1461807 O 11/01/31
0
7013686 196/U57 F 146,700.00 ZZ
360 146,410.14 2
8.125 1,089.25 90
7.875 1,089.25
XXXXXX XX 00000 1 11/15/01 01
0433462942 05 01/01/02 25
1
1462522 O 12/01/31
0
7013688 196/U57 F 82,000.00 ZZ
360 81,772.03 1
7.875 594.56 63
7.625 594.56
XXXX XX 00000 2 10/30/01 00
0433462959 05 12/01/01 0
1462717 O 11/01/31
0
7013690 196/U57 F 180,000.00 ZZ
360 179,635.24 1
8.000 1,320.78 80
7.750 1,320.78
XXXXX XX 00000 1 11/13/01 00
0433462967 05 01/01/02 0
1464331 O 12/01/31
0
7013692 196/U57 F 160,000.00 ZZ
360 159,699.55 1
8.375 1,216.12 90
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8.500 903.47 100
8.250 903.47
LOUISVILLE KY 40206 1 11/09/01 23
0433508868 05 12/09/01 0
0127875 O 11/09/16
0
7213160 W33/G01 F 49,440.00 ZZ
180 49,309.32 1
8.125 367.09 100
7.875 367.09
EVANSVILLE IN 47711 1 11/06/01 23
0433508876 05 12/06/01 0
0127878 O 11/06/16
0
7213162 W33/G01 F 49,000.00 ZZ
180 48,855.34 1
7.750 351.04 100
7.500 351.04
ROCKFORD IL 61104 1 11/16/01 23
0433508884 05 12/16/01 0
0127886 O 11/16/16
0
7213166 W33/G01 F 98,000.00 ZZ
180 97,747.45 1
8.250 736.24 100
8.000 736.24
CAMBRIDGE CITY IN 47327 5 11/07/01 23
0433508900 05 12/12/01 0
0127893 O 11/12/16
0
7213168 W33/G01 F 64,890.00 ZZ
180 64,726.98 1
8.375 493.21 103
8.125 493.21
LANSING MI 48911 1 11/05/01 23
0433508918 01 12/05/01 0
0127907 O 11/05/16
0
7213170 W33/G01 F 96,900.00 ZZ
180 96,643.86 1
8.125 719.48 100
7.875 719.48
GREENWOOD IN 46143 1 11/09/01 23
0433508926 05 12/09/01 0
1
0127925 O 11/09/16
0
7213172 W33/G01 F 75,000.00 ZZ
180 74,786.20 1
7.750 537.31 100
7.500 537.31
RUSSELL SPRINGS KY 42642 1 11/14/01 23
0433508934 05 12/14/01 0
0127933 O 11/14/16
0
7213174 W33/G01 F 90,000.00 ZZ
180 89,743.45 1
7.750 644.77 100
7.500 644.77
BUTLERSVILLE IN 47223 5 11/27/01 23
0433508942 27 12/31/01 0
0127934 O 11/30/16
0
7213176 W33/G01 F 107,450.00 ZZ
180 107,166.00 1
8.125 797.81 100
7.875 797.81
KENDALLVILLE IN 46755 1 11/07/01 23
0433508967 05 12/07/01 0
0127941 O 11/07/16
0
7213178 W33/G01 F 75,000.00 ZZ
180 74,786.20 1
7.750 537.31 100
7.500 537.31
INDIANAPOLIS IN 46203 1 11/14/01 23
0433509809 05 12/14/01 0
0127946 O 11/14/16
0
7213180 W33/G01 F 92,700.00 ZZ
180 92,510.88 1
7.990 679.55 103
7.740 679.55
EVANSVILLE IN 47712 1 12/06/01 23
0433508975 05 01/05/02 0
0127953 O 12/05/16
0
1
7213182 W33/G01 F 67,980.00 ZZ
180 67,806.54 1
8.500 522.71 103
8.250 522.71
OWENSBORO KY 42301 1 11/28/01 23
0433508983 05 12/28/01 0
0127981 O 11/28/16
0
7213184 W33/G01 F 61,200.00 ZZ
180 61,038.23 1
8.125 454.41 89
7.875 454.41
GALESBURG IL 61401 5 11/09/01 23
0433508991 05 12/15/01 0
0127994 O 11/15/16
0
7213186 W33/G01 F 90,600.00 ZZ
180 90,341.74 1
7.750 649.07 100
7.500 649.07
COMSTOCK PARK MI 49321 1 11/19/01 23
0433509007 05 12/19/01 0
0127997 O 11/19/16
0
7213188 W33/G01 F 91,876.00 ZZ
180 91,626.45 1
7.990 673.51 103
7.740 673.51
EVANSVILLE IN 47712 2 11/21/01 23
0433509015 05 12/27/01 0
0128009 O 11/27/16
0
7213190 W33/G01 F 91,500.00 ZZ
180 91,256.90 1
8.125 679.38 98
7.875 679.38
LEXINGTON KY 40517 2 11/14/01 23
0433509023 05 12/19/01 0
0128010 O 11/19/16
0
7213192 W33/G01 F 308,000.00 ZZ
180 307,406.74 1
8.250 2,313.90 98
8.000 2,313.90
1
FORT WAYNE IN 46814 2 12/06/01 23
0433509031 05 01/10/02 0
0128017 O 12/10/16
0
7213194 W33/G01 F 50,000.00 ZZ
180 49,866.31 1
8.125 371.25 100
7.875 371.25
BENTON KY 42025 5 11/12/01 23
0433509049 05 12/16/01 0
0128019 O 11/16/16
0
7213196 W33/G01 F 126,000.00 ZZ
180 125,640.73 1
7.750 902.68 100
7.500 902.68
DEARBORN MI 48126 1 11/14/01 23
0433509056 05 12/14/01 0
0128026 O 11/14/16
0
7213198 W33/G01 F 66,050.00 ZZ
180 65,864.47 1
8.250 496.21 102
8.000 496.21
INDIANAPOLIS IN 46254 1 11/15/01 23
0433509064 05 12/15/01 0
0128031 O 11/15/16
0
7213200 W33/G01 F 61,697.00 ZZ
180 61,545.89 1
8.500 474.40 103
8.250 474.40
INDIANAPOLIS IN 46226 1 11/13/01 23
0433509072 05 12/13/01 0
0128065 O 11/13/16
0
7213202 W33/G01 F 77,250.00 ZZ
180 77,085.37 1
7.750 553.43 100
7.500 553.43
WINCHESTER IN 47394 1 12/05/01 23
0433509080 05 01/04/02 0
0128066 O 12/04/16
0
1
7213204 W33/G01 F 55,000.00 ZZ
180 54,837.64 1
8.250 413.20 100
8.000 413.20
MARION IN 46953 5 11/08/01 23
0433509098 05 12/13/01 0
0128086 O 11/13/16
0
7213206 W33/G01 F 153,000.00 ZZ
180 152,595.59 1
8.125 1,136.02 100
7.875 1,136.02
FORT WAYNE IN 46845 5 11/21/01 23
0433509114 05 12/27/01 0
0128094 O 11/27/16
0
7213208 W33/G01 F 55,000.00 ZZ
180 54,825.11 1
7.750 394.03 100
7.500 394.03
MONMOUTH IL 61462 1 11/16/01 23
0433509122 05 12/16/01 0
0128125 O 11/16/16
0
7213210 W33/G01 F 249,900.00 ZZ
180 249,272.16 1
8.375 1,899.42 100
8.125 1,899.42
FORT WAYNE IN 46845 1 11/16/01 23
0433509148 03 12/16/01 0
0128128 O 11/16/16
0
7213212 W33/G01 F 137,000.00 ZZ
180 135,762.05 1
8.500 1,053.41 100
8.250 1,053.41
DEMOTTE IN 46310 1 11/09/01 23
0433509155 05 12/09/01 0
0128131 O 11/09/16
0
7213214 W33/G01 F 126,258.00 ZZ
180 124,815.42 1
1
8.250 1,224.88 88
8.000 1,224.88
NORTH VERNON IN 47265 5 11/09/01 23
0433509163 05 12/15/01 0
0128138 O 11/15/16
0
7213216 W33/G01 F 97,000.00 ZZ
180 96,708.05 1
7.750 694.92 100
7.500 694.92
MAHOMET IL 61853 1 11/20/01 23
0433509171 05 12/20/01 0
0128144 O 11/20/16
0
7213218 W33/G01 F 122,000.00 ZZ
180 121,677.51 1
8.125 905.85 100
7.875 905.85
ANN ARBOR MI 48108 1 11/19/01 23
0433509197 05 12/19/01 0
0128164 O 11/19/16
0
7213220 W33/G01 F 139,900.00 ZZ
180 139,360.66 1
7.750 1,002.26 100
7.500 1,002.26
KOUTS IN 46347 1 11/16/01 23
0433509205 05 12/16/01 0
0128207 O 11/16/16
0
7213222 W33/G01 F 116,300.00 ZZ
180 114,940.95 1
7.990 1,110.75 103
7.740 1,110.75
INDIANAPOLIS IN 46227 2 11/21/01 23
0433509213 05 12/27/01 0
0128211 O 11/27/16
0
7213224 W33/G01 F 120,000.00 ZZ
180 118,905.97 1
7.500 1,112.41 98
7.250 1,112.41
MUNCIE IN 47304 5 11/28/01 23
0433509221 05 01/02/02 0
1
0128216 O 12/02/16
0
7213226 W33/G01 F 147,575.00 ZZ
180 147,174.15 1
7.990 1,081.82 102
7.740 1,081.82
GREENWOOD IN 46142 5 11/26/01 23
0433509239 03 12/30/01 0
0128221 O 11/30/16
0
7213228 W33/G01 F 105,000.00 ZZ
180 104,700.70 1
7.750 752.23 100
7.500 752.23
HUNTINGTON IN 46750 5 11/16/01 23
0433509247 05 12/21/01 0
0128233 O 11/21/16
0
7213230 W33/G01 F 124,865.00 ZZ
180 124,611.96 1
8.000 916.22 103
7.750 916.22
HOLLAND MI 49424 1 12/07/01 23
0433509254 05 01/06/02 0
0128250 O 12/06/16
0
7213232 W33/G01 F 97,000.00 ZZ
180 96,808.36 1
8.125 720.22 98
7.875 720.22
DETROIT MI 48219 5 11/30/01 23
0433509262 05 01/04/02 0
0128251 O 12/04/16
0
7213234 W33/G01 F 142,500.00 ZZ
180 142,093.77 1
7.750 1,020.89 100
7.500 1,020.89
JACKSON MI 49201 1 11/30/01 23
0433509288 05 12/30/01 0
0128253 O 11/30/16
0
1
7213236 W33/G01 F 330,000.00 ZZ
180 323,812.72 1
8.125 2,450.24 100
7.875 2,450.24
LEXINGTON KY 40502 5 11/29/01 23
0433509296 05 01/03/02 0
0128257 O 12/03/16
0
7213238 W33/G01 F 99,900.00 ZZ
180 99,697.48 1
8.250 750.52 100
8.000 750.52
PORT HURON MI 48060 1 12/07/01 23
0433509304 05 01/06/02 0
0128260 O 12/06/16
0
7213240 W33/G01 F 93,000.00 ZZ
180 92,747.39 1
7.990 681.75 100
7.740 681.75
BEREA KY 40403 1 11/30/01 23
0433509312 05 12/30/01 0
0128265 O 11/30/16
0
7213242 W33/G01 F 77,250.00 ZZ
180 77,029.78 1
7.750 553.43 100
7.500 553.43
HAZARD KY 41701 1 11/29/01 23
0433509320 05 12/29/01 0
0128281 O 11/29/16
0
7213244 W33/G01 F 80,000.00 ZZ
180 79,803.19 1
8.500 615.13 100
8.250 615.13
LOUISVILLE KY 40272 5 11/16/01 23
0433509338 05 12/21/01 0
0128282 O 11/21/16
0
7213248 W33/G01 F 98,000.00 ZZ
180 97,740.95 1
8.125 727.65 100
7.875 727.65
1
LOUISVILLE KY 40215 5 11/16/01 23
0433509346 05 12/21/01 0
0128308 O 11/21/16
0
7213250 W33/G01 F 82,400.00 ZZ
180 82,198.22 1
8.500 633.58 103
8.250 633.58
NEW ALBANY IN 47150 5 11/21/01 23
0433509353 05 12/27/01 0
0128318 O 11/27/16
0
7213252 W33/G01 F 115,360.00 ZZ
180 115,148.85 1
8.500 887.02 103
8.250 887.02
LOUISVILLE KY 40228 2 12/07/01 23
0433509361 05 01/11/02 0
0128328 O 12/11/16
0
7213254 W33/G01 F 80,000.00 ZZ
180 79,788.54 1
8.125 594.00 100
7.875 594.00
INDIANAPOLIS IN 46240 1 11/21/01 23
0433509387 01 12/21/01 0
0128329 O 11/21/16
0
7213256 W33/G01 F 68,000.00 ZZ
180 67,865.65 1
8.125 504.90 100
7.875 504.90
LOUISVILLE KY 40213 5 11/30/01 23
0433509403 05 01/04/02 0
0128336 O 12/04/16
0
7213258 W33/G01 F 74,000.00 ZZ
180 73,818.76 1
8.500 569.00 100
8.250 569.00
WAWAKA IN 46794 1 11/21/01 23
0433509429 05 12/21/01 0
0128340 O 11/21/16
0
1
7213260 W33/G01 F 139,143.00 ZZ
180 138,846.47 1
7.750 996.84 93
7.500 996.84
RISING SUN IN 47040 2 11/28/01 23
0433509437 05 01/02/02 0
0128341 O 12/02/16
0
7213262 W33/G01 F 123,497.00 ZZ
180 123,161.52 1
7.990 905.32 103
7.740 905.32
HOWELL MI 48843 1 11/30/01 23
0433509445 05 12/30/01 0
0128342 O 11/30/16
0
7213264 W33/G01 F 69,200.00 ZZ
180 69,026.15 1
8.375 525.97 100
8.125 525.97
RICHMOND IN 47374 1 11/21/01 23
0433509452 05 12/21/01 0
0128346 O 11/21/16
0
7213266 W33/G01 F 114,330.00 ZZ
180 114,118.92 1
8.500 879.10 103
8.250 879.10
SHELBYVILLE IN 46176 2 11/30/01 23
0433509460 05 01/04/02 0
0128347 O 12/04/16
0
7213268 W33/G01 F 114,000.00 ZZ
180 113,747.78 1
7.750 816.71 100
7.500 816.71
DEMOTTE IN 46310 1 12/05/01 23
0433509478 05 01/04/02 0
0128348 O 12/04/16
0
7213270 W33/G01 F 116,000.00 ZZ
180 115,325.93 1
1
7.750 831.04 100
7.500 831.04
ERLANGER KY 41018 2 11/20/01 23
0433509486 05 12/26/01 0
0128366 O 11/26/16
0
7213272 W33/G01 F 108,150.00 ZZ
180 107,856.25 1
7.990 792.81 103
7.740 792.81
OWENSBORO KY 42303 1 11/19/01 23
0433509494 05 12/19/01 0
0128377 O 11/19/16
0
7213274 W33/G01 F 124,630.00 ZZ
180 124,291.09 1
7.990 913.62 103
7.740 913.62
LOUISVILLE KY 40216 5 11/26/01 23
0433509502 05 12/30/01 0
0128380 O 11/30/16
0
7213276 W33/G01 F 71,500.00 ZZ
180 71,362.26 1
8.250 537.16 100
8.000 537.16
OLNEY IL 62450 5 12/03/01 23
0433509510 05 01/06/02 0
0128381 O 12/06/16
0
7213278 W33/G01 F 113,500.00 ZZ
180 113,191.70 1
7.990 832.03 100
7.740 832.03
YORKTOWN IN 47396 1 11/30/01 23
0433509528 05 12/30/01 0
0128383 O 11/30/16
0
7213280 W33/G01 F 232,639.00 ZZ
180 232,202.19 1
8.375 1,768.22 103
8.125 1,768.22
RICHLAND MI 49083 5 12/01/01 23
0433509536 05 01/05/02 0
1
0128405 O 12/05/16
0
7213282 W33/G01 F 273,000.00 ZZ
180 271,362.48 1
8.125 2,027.02 100
7.875 2,027.02
CERESCO MI 49033 5 11/30/01 23
0433509551 05 01/04/02 0
0128408 O 12/04/16
0
7213284 W33/G01 F 140,000.00 ZZ
180 139,507.70 1
8.125 1,039.50 100
7.875 1,039.50
PIERSON MI 49339 5 11/27/01 23
0433509577 27 12/31/01 0
0128423 O 11/30/16
0
7213286 W33/G01 F 173,040.00 ZZ
180 172,569.96 1
7.990 1,268.50 102
7.740 1,268.50
STREAMWOOD IL 60107 1 11/28/01 23
0433509585 01 12/28/01 0
0128442 O 11/28/16
0
7213288 W33/G01 F 134,000.00 ZZ
180 133,741.88 1
8.250 1,006.70 100
8.000 1,006.70
NEW PARIS IN 46553 5 12/07/01 23
0433509593 05 01/11/02 0
0128460 O 12/11/16
0
7213290 W33/G01 F 135,000.00 ZZ
180 133,556.29 1
8.250 1,014.21 100
8.000 1,014.21
ROCKFORD IL 61107 5 12/05/01 23
0433509601 05 01/09/02 0
0128482 O 12/09/16
0
1
7213292 W33/G01 F 104,030.00 ZZ
180 103,121.30 1
7.990 993.56 103
7.740 993.56
HAMMOND IN 46323 2 12/04/01 23
0433509619 05 01/07/02 0
0128500 O 12/07/16
0
7213294 W33/G01 F 183,340.00 ZZ
180 183,004.42 1
8.500 1,409.73 103
8.250 1,409.73
NEW BALTIMORE MI 48047 2 12/05/01 23
0433509627 05 01/09/02 0
0128649 O 12/09/16
0
7214884 736/U57 F 468,750.00 ZZ
360 467,532.41 1
6.750 3,040.31 75
6.500 3,040.31
WESTON CT 06883 5 11/26/01 00
0433518578 05 01/01/02 0
105007611 O 12/01/31
0
7225308 W96/U57 F 64,990.00 ZZ
360 64,867.97 1
8.375 493.97 97
8.125 493.97
ORLANDO FL 32825 2 12/04/01 10
0433509932 01 01/01/02 35
11017598 O 12/01/31
0
7225310 W96/U57 F 468,000.00 ZZ
180 463,639.66 1
7.250 4,272.20 90
7.000 4,272.20
MERRITT_ISLAND FL 32952 2 11/09/01 10
0433504446 05 01/01/02 12
11017641 O 12/01/16
0
7225312 W96/U57 F 66,390.00 ZZ
360 66,288.63 1
9.375 552.20 80
9.125 552.20
1
ORLANDO FL 32805 5 12/04/01 00
0433509957 05 01/01/02 0
11017690 N 12/01/31
0
7225314 W96/U57 F 68,000.00 ZZ
360 67,831.79 1
7.000 452.41 80
6.750 452.41
SAINT_CLOUD FL 34769 1 11/30/01 00
0433509965 05 01/01/02 0
11017750 O 12/01/31
0
7225316 W96/U57 F 99,425.00 ZZ
360 99,320.54 1
11.125 956.25 95
10.875 956.25
NAPLES FL 34113 1 11/29/01 23
0433510906 05 01/01/02 0
11021633 O 12/01/31
0
7225318 W96/U57 F 999,999.00 ZZ
360 998,873.63 1
8.875 7,956.44 67
8.625 7,956.44
CAPE_CORAL FL 33914 5 12/07/01 00
0433509973 05 02/01/02 0
11021728 N 01/01/32
0
7225320 W96/U57 F 55,000.00 ZZ
360 54,888.55 1
8.000 403.57 75
7.750 403.57
LEHIGH_ACRES FL 33936 2 11/28/01 00
0433509981 05 01/01/02 0
11021732 N 12/01/31
0
7225322 W96/U57 F 207,500.00 ZZ
360 206,908.48 1
7.750 1,486.56 95
7.500 1,486.56
CAPE_CORAL FL 33914 1 10/12/01 10
0433509999 05 12/01/01 30
11021772 O 11/01/31
0
1
7225324 W96/U57 F 102,379.00 ZZ
360 102,295.04 1
10.375 926.95 95
10.125 926.95
FT_MYERS FL 33912 1 12/11/01 23
0433510005 05 02/01/02 0
11021778 O 01/01/32
0
7225326 W96/U57 F 78,850.00 ZZ
360 78,747.25 1
10.125 699.26 95
9.875 699.26
LEHIGH_ACRES FL 33936 1 11/29/01 23
0433510948 05 01/01/02 0
11021881 O 12/01/31
0
7225328 W96/U57 F 88,493.00 ZZ
360 88,268.68 1
6.875 581.34 95
6.625 581.34
NORTH_FORT_MYER FL 33903 1 11/29/01 11
0433510013 05 01/01/02 30
11021954 O 12/01/31
0
7225330 W96/U57 F 186,300.00 ZZ
360 186,015.54 1
9.375 1,549.55 90
9.125 1,549.55
CORAL_SPRINGS FL 33076 1 11/30/01 23
0433510955 03 01/01/02 0
11070959 O 12/01/31
0
7225332 W96/U57 F 25,650.00 ZZ
360 25,599.60 1
11.500 254.01 95
11.250 254.01
LAUDERHILL FL 33313 1 08/14/01 23
0433510963 01 10/01/01 0
11070964 N 09/01/31
0
7225334 W96/U57 F 62,700.00 ZZ
360 62,661.89 1
1
11.750 632.90 95
11.500 632.90
LAKE_WORTH FL 33460 1 12/10/01 23
0433510021 05 02/01/02 0
11071039 N 01/01/32
0
7225336 W96/U57 F 143,355.00 ZZ
360 143,141.55 1
7.500 1,002.36 95
7.250 1,002.36
LOXAHATCHEE FL 33470 1 12/07/01 10
0433510039 05 02/01/02 30
11071044 O 01/01/32
0
7225338 W96/U57 F 24,000.00 ZZ
360 23,848.80 1
7.875 174.02 80
7.625 174.02
LAUDERHILL FL 33311 1 11/30/01 00
0433510997 01 01/01/02 0
11071077 N 12/01/31
0
7225340 W96/U57 F 500,000.00 ZZ
360 499,312.90 1
9.875 4,341.74 95
9.625 4,341.74
DAVIE FL 33330 1 11/30/01 23
0433511003 05 01/01/02 0
11071090 O 12/01/31
0
7225342 W96/U57 F 118,655.00 ZZ
360 118,491.15 1
7.875 860.33 95
7.625 860.33
MIRAMAR FL 33023 1 12/10/01 04
0433510047 05 02/01/02 30
11071095 O 01/01/32
0
7225344 W96/U57 F 106,875.00 ZZ
360 106,698.55 1
9.000 859.94 95
8.750 859.94
DELRAY_BEACH FL 33483 1 12/03/01 10
0433510054 01 01/01/02 30
1
11071103 O 12/01/31
0
7225346 W96/U57 F 108,300.00 ZZ
360 108,161.41 1
8.250 813.62 95
8.000 813.62
SPRING_HILL FL 34606 1 12/07/01 23
0433511011 05 02/01/02 0
11091593 O 01/01/32
0
7225348 W96/U57 F 75,810.00 ZZ
360 75,692.32 1
11.500 750.74 95
11.250 750.74
TAMPA FL 33612 1 10/31/01 23
0433511029 05 12/01/01 0
11091660 N 11/01/31
0
7225350 W96/U57 F 106,500.00 ZZ
360 106,389.15 1
9.250 876.15 80
9.000 876.15
NEW_PORT_RICHEY FL 34653 2 12/19/01 00
0433510070 05 02/01/02 0
11091712 O 01/01/32
0
7225352 W96/U57 F 50,000.00 ZZ
180 49,630.88 1
9.875 533.49 76
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TAMPA FL 33612 5 12/03/01 00
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KANSAS CITY MO 64128 5 11/29/01 11
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CURTICE OH 43412 2 12/26/01 23
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CHINO CA 91710 1 12/12/01 01
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SAN BERNARDINO CA 92404 1 12/20/01 01
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COLTON CA 92324 1 12/03/01 01
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LOS ANGELES CA 90047 1 12/18/01 01
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CLEVER MO 65631 2 12/19/01 01
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BOWLING GREEN KY 42101 5 12/14/01 01
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ALTAMONTE SPRIN FL 32701 1 12/12/01 01
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TALLAHASSEE FL 32317 1 12/21/01 01
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ROCKLEDGE FL 32955 1 12/07/01 10
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ORLANDO FL 32835 1 12/13/01 23
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INDIANAPOLIS IN 46222 1 12/10/01 23
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MIAMI FL 33175 1 12/12/01 23
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WARREN OH 44484 5 12/20/01 01
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21110452 O 01/01/32
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CINCINNATI OH 45237 1 12/20/01 23
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WILMINGTON NC 28409 1 12/15/01 10
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GRAY TN 37615 5 12/19/01 01
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TALLAHASSEE FL 32310 1 12/18/01 01
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MIAMI FL 33174 1 12/13/01 23
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MIAMI FL 33174 1 12/07/01 23
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COLORADO SPRING CO 80906 1 12/03/01 10
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21110519 O 12/01/31
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WINTER PARK FL 32792 2 12/19/01 11
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DELRAY BEACH FL 33445 1 12/19/01 10
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WINTER HAVEN FL 33881 1 12/18/01 23
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KISSIMMEE FL 34758 1 12/19/01 23
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LOS ANGELES CA 90008 1 12/19/01 11
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ORLANDO FL 32817 2 12/21/01 00
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LANCASTER OH 43130 2 12/15/01 10
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ORANGE OH 44022 5 12/19/01 23
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21110634 O 01/01/32
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COLUMBIA SC 29223 1 12/12/01 23
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TALLAHASSEE FL 32301 2 12/13/01 00
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REPUBLIC MO 65738 1 12/12/01 01
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OZARK MO 65721 5 12/11/01 00
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INDIANAPOLIS IN 46219 5 12/24/01 00
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SANFORD FL 32771 1 12/18/01 10
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LAKE PLACID FL 33852 1 12/12/01 00
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21110681 O 01/01/32
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GREENVILLE NC 27858 5 12/13/01 23
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21110688 O 01/01/32
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LEHIGH ACRES FL 33972 2 12/24/01 01
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LAKELAND FL 33803 5 12/13/01 01
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BRANDON FL 33510 1 12/18/01 23
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TALLAHASSE FL 32317 1 12/17/01 11
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TALLAHASSEE FL 32309 1 12/07/01 23
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NEW SMYRNA BEAC FL 32168 1 12/18/01 23
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INDIANAPOLIS IN 46219 1 12/12/01 10
0433561586 05 02/01/02 25
1
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INDIANAPOLIS IN 46224 1 12/07/01 10
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21110720 N 12/01/31
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INDIANAPOLIS IN 46226 1 12/21/01 23
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TAMPA FL 33647 1 12/10/01 23
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21110722 O 01/01/32
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1
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1
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1
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0
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0
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0
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1
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0
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1
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0
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0
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0
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1
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0
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0
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0
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0
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0
7488076 588/G01 F 336,000.00 ZZ
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0
1
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180 25,963.70 2
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0
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0
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0
7490560 076/076 F 352,750.00 ZZ
360 351,959.70 1
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0
7501654 M37/G01 F 181,600.00 ZZ
360 181,468.57 1
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0
7511060 E22/G01 F 292,000.00 ZZ
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0
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0
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0
7511184 E22/G01 F 125,600.00 ZZ
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0
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0
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0
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0
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0
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0
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0
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0
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0
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0
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0
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1
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0
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1
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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1
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0
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0
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0
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XXXXXXXXXXX XX 00000 1 12/12/01 00
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0
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XXXX XXXXX XX 00000 1 12/05/01 00
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0
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0
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360 99,648.86 1
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XXXXX XXXXXX XX 00000 1 12/12/01 01
0433594421 05 02/01/02 35
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0
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360 148,844.17 1
1
7.875 1,080.72 68
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XXXX XX 00000 2 12/04/01 00
0433594447 05 02/01/02 0
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0
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360 265,754.15 1
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XXX XXXXX XX 00000 1 12/03/01 01
0433594462 03 01/01/02 35
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0
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0
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360 450,651.36 1
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XXX XXXXX XX 00000 1 12/04/01 01
0433594488 03 01/01/02 35
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0
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360 359,450.46 1
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XXX XXXXX XX 00000 5 12/05/01 00
0433594496 03 02/01/02 0
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0
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360 109,594.47 1
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XXXXXXXXX XX 00000 1 12/07/01 01
0433594512 01 02/01/02 35
1
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0
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360 120,417.62 1
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XXX XXXXX XX 00000 1 11/19/01 00
0433594520 03 01/01/02 0
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0
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180 55,936.98 1
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XXXXX XXXX XX 00000 5 12/06/01 00
0433594538 01 02/01/02 0
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0
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360 147,028.78 1
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XXX XXXXX XX 00000 1 12/07/01 01
0433594546 05 02/01/02 35
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0
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360 115,827.28 1
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XXX XXXXX XX 00000 1 12/07/01 00
0433594553 05 02/01/02 0
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0
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360 218,295.29 1
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XXXXXXXXX XX 00000 1 12/06/01 01
0433594579 05 02/01/02 35
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0
1
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360 155,505.78 1
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XXX XXXXX XX 00000 1 12/10/01 01
0433594603 03 02/01/02 35
1380004344 O 01/01/32
0
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360 129,991.72 1
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XXXXXXXX XXXXXX XX 00000 1 12/11/01 01
0433594611 05 02/01/02 35
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0
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360 142,198.35 1
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XXXXXXX XX 00000 5 12/05/01 00
0433594629 05 02/01/02 0
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0
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360 241,947.79 1
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XXXXXXXXX XX 00000 1 12/12/01 01
0433594637 03 02/01/02 35
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0
7539714 N67/N67 F 154,000.00 ZZ
360 153,822.15 1
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8.500 1,211.52
XXX XXXXX XX 00000 1 12/07/01 01
0433594652 05 02/01/02 35
1380004455 O 01/01/32
0
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360 110,996.11 1
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7.750 815.95
1
XXX XXXXX XX 00000 1 12/06/01 00
0433594678 03 02/01/02 0
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0
7539720 N67/N67 F 161,500.00 ZZ
360 161,226.36 1
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XXX XXXXX XX 00000 1 12/04/01 01
0433594686 03 01/01/02 35
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0
7539722 N67/N67 F 221,250.00 ZZ
360 220,823.82 4
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XXX XXXXX XX 00000 1 11/29/01 00
0433594702 05 01/01/02 0
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0
7539724 N67/N67 F 139,550.00 ZZ
360 139,400.90 1
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XXXXXXXX XX 00000 1 12/05/01 01
0433594710 05 02/01/02 35
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0
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360 162,267.17 1
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XXXXXXXXX XX 00000 1 12/11/01 01
0433594728 05 02/01/02 35
1380004538 O 01/01/32
0
7539728 N67/N67 F 271,700.00 ZZ
360 271,227.61 1
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8.500 2,137.47
XXXX XX 00000 1 12/05/01 01
0433594736 03 01/01/02 35
1380004545 O 12/01/31
0
1
7539730 N67/N67 F 265,050.00 ZZ
360 263,736.61 1
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8.500 2,085.15
XXX XXXXX XX 00000 1 12/05/01 01
0433594744 03 02/01/02 35
1380004559 O 01/01/32
0
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360 89,875.73 1
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XXXXXXXX XXXXXX XX 00000 5 12/12/01 00
0433594751 05 02/01/02 0
1380004577 O 01/01/32
0
7539734 N67/N67 F 254,100.00 ZZ
360 253,791.04 1
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8.250 1,953.81
XXX XXXXX XX 00000 1 12/07/01 01
0433594777 05 02/01/02 35
1380004583 O 01/01/32
0
7539736 N67/N67 F 145,650.00 ZZ
360 145,490.30 1
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8.750 1,171.93
XXXXX XXX XXXXX XX 00000 1 12/11/01 01
0433594785 03 02/01/02 35
1380004591 O 01/01/32
0
7539738 N67/N67 F 102,400.00 T
360 102,221.96 1
8.750 805.58 90
8.500 805.58
XXXXXXXX XXXX XX 00000 1 11/29/01 01
0433594793 05 01/01/02 30
1780007035 O 12/01/31
0
7539740 N67/N67 F 111,950.00 ZZ
360 111,745.09 1
1
8.500 860.80 95
8.250 860.80
XXXXXXXX XX 00000 1 11/29/01 04
0433594801 03 01/01/02 35
1780007269 O 12/01/31
0
7539742 N67/N67 F 109,250.00 ZZ
360 109,117.16 1
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8.250 840.04
XXXX XX 00000 1 12/10/01 04
0433594827 05 02/01/02 35
1780007399 O 01/01/32
0
7539744 N67/N67 F 198,550.00 ZZ
360 198,214.62 1
8.375 1,509.12 95
8.125 1,509.12
XXXXXX XX 00000 1 12/03/01 04
0433594835 05 02/01/02 35
0000000000 O 01/01/32
0
7539746 N67/N67 F 78,300.00 ZZ
360 78,199.80 1
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8.000 588.24
XXXXXXX XX 00000 5 12/03/01 04
0433594843 05 02/01/02 30
1780008632 O 01/01/32
0
7539750 N67/N67 F 263,500.00 ZZ
360 263,171.30 1
8.375 2,002.79 85
8.125 2,002.79
XXXXXXXXXX XX 00000 5 12/03/01 04
0433594876 05 02/01/02 25
1780008939 O 01/01/32
0
7539754 N67/N67 F 99,950.00 ZZ
360 99,827.02 1
8.625 777.40 80
8.375 777.40
XXXX XX 00000 1 12/04/01 00
0433594892 03 02/01/02 0
1
1780008959 O 01/01/32
0
7539756 N67/N67 F 187,600.00 ZZ
360 187,158.31 1
7.250 1,279.76 73
7.000 1,279.76
XXXXXXX XXXXX XX 00000 2 11/20/01 00
0433594900 05 01/01/02 0
1780008985 O 12/01/31
0
7539758 N67/N67 F 164,000.00 ZZ
360 163,761.85 1
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7.375 1,160.78
XXXXX XXXXX XX 00000 1 12/03/01 00
0433594918 05 02/01/02 0
1780009021 O 01/01/32
0
7539760 N67/N67 F 392,000.00 ZZ
360 391,485.42 1
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7.875 2,910.59
XXXXX XX XX 00000 1 12/03/01 00
0433594926 05 02/01/02 0
1780009039 O 01/01/32
0
7539762 N67/N67 F 110,000.00 ZZ
360 109,765.60 1
7.750 788.05 67
7.500 788.05
XXXXXXXXXX XX 00000 5 11/26/01 00
0433594934 05 01/01/02 0
1780009083 O 12/01/31
0
7539764 N67/N67 F 97,900.00 ZZ
360 97,798.10 1
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9.000 805.40
XX XXXXXX XX 00000 1 12/07/01 04
0433594942 05 02/01/02 35
1780009124 O 01/01/32
0
1
7539766 N67/N67 F 731,250.00 ZZ
360 730,245.11 1
9.875 6,349.80 65
9.625 6,349.80
XXXXXXXXXX XX 00000 1 11/28/01 00
0433594959 03 01/01/02 0
1780009125 O 12/01/31
0
7539768 N67/N67 F 225,000.00 ZZ
360 224,740.15 1
8.750 1,770.08 52
8.500 1,770.08
XXXXXX XX 00000 5 12/06/01 00
0433594991 05 02/01/02 0
1780009127 O 01/01/32
0
7539770 N67/N67 F 226,750.00 ZZ
360 226,436.89 1
7.875 1,644.09 95
7.625 1,644.09
XXX XXXXX XX 00000 1 12/05/01 04
0433595006 03 02/01/02 35
1780009234 O 01/01/32
0
7539772 N67/N67 F 193,800.00 ZZ
360 193,436.10 1
8.375 1,473.02 95
8.125 1,473.02
XXXX XX 00000 2 11/29/01 04
0433595014 03 01/01/02 35
1780009236 O 12/01/31
0
7539774 N67/N67 F 66,500.00 ZZ
360 66,400.99 1
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7.250 464.98
XXXXXX XX 00000 1 12/03/01 01
0433595022 03 02/01/02 35
1780009237 O 01/01/32
0
7539776 N67/N67 F 111,150.00 ZZ
180 110,961.34 1
8.625 864.51 95
8.375 864.51
1
XXXXX XX 00000 1 12/12/01 01
0433595055 05 02/01/02 35
1780009265 O 01/01/17
0
7539778 N67/N67 F 188,750.00 ZZ
360 188,520.51 1
8.500 1,451.32 95
8.250 1,451.32
XX XXXXXX XX 00000 1 12/07/01 01
0433595063 03 02/01/02 35
0000000000 O 01/01/32
0
7539780 N67/N67 F 204,000.00 ZZ
360 203,703.76 1
7.625 1,443.90 87
7.375 1,443.90
XXXXXXX XX 00000 2 11/06/01 04
0433595089 03 02/01/02 30
1780009318 O 01/01/32
0
7539782 N67/N67 F 65,550.00 ZZ
360 65,476.23 1
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8.625 521.55
XXXXXX XX 00000 1 12/10/01 04
0433595097 05 02/01/02 35
1780009331 O 01/01/32
0
7539784 N67/N67 F 94,500.00 ZZ
360 94,409.10 1
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9.375 803.24
XXXXXXX XX 00000 1 12/05/01 01
0433595105 01 02/01/02 35
1780009337 O 01/01/32
0
7539786 N67/N67 F 225,000.00 ZZ
360 224,765.82 1
9.250 1,851.02 90
9.000 1,851.02
XXXX XX 00000 5 12/07/01 04
0433595113 05 02/01/02 30
17800093485 O 01/01/32
0
1
7539788 N67/N67 F 36,000.00 ZZ
360 35,959.49 1
8.875 286.43 80
8.625 286.43
XXXXXXXXXXX XX 00000 1 12/05/01 00
0433595121 05 02/01/02 0
1780009369 N 01/01/32
0
7539790 N67/N67 F 135,600.00 ZZ
360 135,455.13 1
9.125 1,103.29 80
8.875 1,103.29
XXXXXXX XX 00000 1 12/03/01 00
0433595139 03 02/01/02 0
1780009386 O 01/01/32
0
7539792 N67/N67 F 163,650.00 ZZ
360 163,475.16 1
9.125 1,331.51 95
8.875 1,331.51
XXXX XX 00000 1 12/12/01 01
0433595147 03 02/01/02 35
0000000000 O 01/01/32
0
7539794 N67/N67 F 212,800.00 ZZ
360 212,506.14 1
7.875 1,542.95 95
7.625 1,542.95
XXXXXXXX XX 00000 1 12/11/01 01
0433595154 03 02/01/02 35
1780009403 O 01/01/32
0
7539796 N67/N67 F 156,050.00 ZZ
360 155,878.90 1
9.000 1,255.61 95
8.750 1,255.61
XXXXXXXXXX XX 00000 1 12/07/01 01
0433595162 03 02/01/02 35
1780009459 O 01/01/32
0
7539798 N67/N67 F 106,400.00 ZZ
360 106,300.32 1
1
9.750 914.14 95
9.500 914.14
XXXXXXXX XX 00000 1 12/05/01 04
0433595188 03 02/01/02 35
0000000000 O 01/01/32
0
7539800 N67/N67 F 252,000.00 ZZ
360 251,669.20 1
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7.875 1,871.09
XXXXXXXX XX 00000 1 12/06/01 04
0433595196 03 02/01/02 30
1780009466 O 01/01/32
0
7539802 N67/N67 F 178,900.00 ZZ
360 178,693.39 1
8.750 1,407.41 95
8.500 1,407.41
XXXX XX 00000 1 12/05/01 01
0433595204 03 02/01/02 35
1780009475 O 01/01/32
0
7539804 N67/N67 F 166,250.00 ZZ
360 166,098.32 1
9.875 1,443.63 95
9.625 1,443.63
XXXX XX 00000 1 12/06/01 01
0433595212 05 02/01/02 35
1780009489 O 01/01/32
0
7539806 N67/N67 F 179,900.00 ZZ
360 179,697.20 1
8.875 1,431.37 90
8.625 1,431.37
XXXXXX XX 00000 1 12/07/01 01
0433595220 03 02/01/02 30
1780009490 O 01/01/32
0
7539810 N67/N67 F 230,000.00 ZZ
360 229,682.39 1
7.875 1,667.66 72
7.625 1,667.66
XXXXXX XX 00000 1 12/06/01 00
0433595246 03 02/01/02 0
1
1780009526 O 01/01/32
0
7539812 N67/N67 F 252,550.00 T
360 252,209.97 1
8.000 1,853.12 80
7.750 1,853.12
XXXX XX 00000 1 12/11/01 00
0433595253 05 02/01/02 0
1780009547 O 01/01/32
0
7539814 N67/N67 F 225,000.00 ZZ
180 224,726.41 2
8.500 1,730.06 90
8.250 1,730.06
XXXXX XXXXXX XX 00000 1 12/10/01 01
0433595261 05 02/01/02 30
3250002001 O 01/01/17
0
7539816 N67/N67 F 225,000.00 ZZ
180 224,783.55 3
9.625 1,912.48 90
9.375 1,912.48
XXXXXX XX 00000 1 12/07/01 04
0433595279 05 02/01/02 30
3250002089 O 01/01/17
0
7539818 N67/N67 F 352,000.00 ZZ
180 351,582.87 1
8.625 2,737.82 80
8.375 2,737.82
XXXXXXX XX 00000 1 12/06/01 00
0433595287 05 02/01/02 0
3250003277 O 01/01/17
0
7539820 N67/N67 F 221,400.00 ZZ
360 221,043.54 1
8.750 1,741.75 90
8.500 1,741.75
XXXXXXXXX XX 00000 5 12/05/01 01
0433595295 05 02/01/02 30
0000000000 O 01/01/32
0
1
7539822 N67/N67 F 180,000.00 ZZ
360 179,802.62 1
9.000 1,448.32 75
8.750 1,448.32
XXXXXXXXXX XX 00000 5 12/05/01 00
0433595311 05 02/01/02 0
3250003513 O 01/01/32
0
7539824 N67/N67 F 160,000.00 ZZ
360 159,795.24 1
8.250 1,202.03 95
8.000 1,202.03
XXXXXXX XX 00000 1 12/07/01 01
0433595329 05 02/01/02 35
3250003538 O 01/01/32
0
7539826 N67/N67 F 155,700.00 T
360 155,533.65 1
9.125 1,266.83 90
8.875 1,266.83
XXXXXXX XX 00000 5 12/05/01 04
0433595337 05 02/01/02 30
3250003569 O 01/01/32
0
7539828 N67/N67 F 190,000.00 ZZ
180 189,768.70 2
8.500 1,460.94 95
8.250 1,460.94
XXXXXXX XX 00000 1 12/07/01 01
0433595360 05 02/01/02 35
3250003573 O 01/01/17
0
7539830 N67/N67 F 230,400.00 ZZ
360 230,140.70 2
8.875 1,833.17 80
8.625 1,833.17
XXXXXXXX XX 00000 1 12/13/01 00
0433595378 05 02/01/02 0
3250003582 O 01/01/32
0
7539832 N67/N67 F 278,350.00 ZZ
180 278,067.78 2
9.375 2,315.17 95
9.125 2,315.17
1
XXXX XX 00000 1 12/07/01 01
0433595386 05 02/01/02 35
3250003588 O 01/01/17
0
7539834 N67/N67 F 110,000.00 ZZ
180 109,473.06 1
10.125 1,190.49 90
9.875 1,190.49
XXXXXXXX XX 00000 1 12/11/01 04
0433595394 05 02/01/02 30
3250003593 O 01/01/17
0
7539836 N67/N67 F 239,400.00 ZZ
180 239,123.53 2
8.750 1,883.36 95
8.500 1,883.36
XXX XXXXXXXXX XX 00000 1 12/12/01 01
0433595402 05 02/01/02 35
3250003600 O 01/01/17
0
7539838 N67/N67 F 58,900.00 ZZ
360 58,854.24 1
10.625 544.29 95
10.375 544.29
XXXXXXXXXX XX 00000 1 12/11/01 01
0433595410 05 02/01/02 30
3250003615 O 01/01/32
0
7539840 N67/N67 F 162,450.00 ZZ
180 162,195.39 2
9.250 1,336.44 95
9.000 1,336.44
XXXXX XXXX XX 00000 2 12/03/01 01
0433595436 05 01/01/02 35
3250003631 O 12/01/16
0
7539842 N67/N67 F 164,000.00 ZZ
180 162,917.37 1
8.625 1,627.01 85
8.375 1,627.01
XXXXXXXX XXXXXX XX 00000 5 12/06/01 01
0433595444 05 02/01/02 25
3250003676 O 01/01/17
0
1
7539844 N67/N67 F 138,510.00 ZZ
360 138,369.55 1
9.375 1,152.06 95
9.125 1,152.06
XXXXXXXX XXX XX 00000 1 12/06/01 01
0433595469 05 02/01/02 35
3250003692 O 01/01/32
0
7539846 N67/N67 F 200,000.00 ZZ
360 199,801.03 2
11.375 1,961.53 87
11.125 1,961.53
XXXXXXXX XX 00000 1 12/06/01 01
0433595477 05 01/01/02 30
3250003700 O 12/01/31
0
7539848 N67/N67 F 400,000.00 ZZ
360 399,572.66 1
9.125 3,254.53 60
8.875 3,254.53
XXXXXXXX XX 00000 5 12/04/01 00
0433595485 05 02/01/02 0
3250003719 O 01/01/32
0
7539850 N67/N67 F 96,000.00 ZZ
360 95,883.27 1
8.500 738.16 83
8.250 738.16
XXXXXXX XX 00000 5 12/10/01 23
0433595493 05 02/01/02 0
3250003731 O 01/01/32
0
7539852 N67/N67 F 201,000.00 ZZ
360 200,779.60 1
9.000 1,617.29 95
8.750 1,617.29
XXXXX XX 00000 1 12/07/01 01
0433595501 05 02/01/02 35
3250003745 O 01/01/32
0
7539854 N67/N67 F 252,000.00 ZZ
180 251,751.12 1
1
9.500 2,118.95 90
9.250 2,118.95
XXXXXXX XX 00000 5 12/05/01 01
0433595519 05 02/01/02 30
3250003747 O 01/01/17
0
7539856 N67/N67 F 219,450.00 ZZ
180 219,227.50 1
9.375 1,825.27 95
9.125 1,825.27
XXXXXXXXXX XX 00000 1 12/07/01 01
0433595527 01 02/01/02 35
3250003786 O 01/01/17
0
7539858 N67/N67 F 139,500.00 ZZ
360 139,325.98 1
8.375 1,060.30 90
8.125 1,060.30
XXXXX XX 00000 1 12/10/01 01
0433595535 05 02/02/02 30
0000000000 O 01/02/32
0
7539860 N67/N67 F 289,750.00 ZZ
360 289,499.34 2
10.125 2,569.57 95
9.875 2,569.57
XXXXXXXXX XX 00000 1 12/11/01 01
0433595543 05 02/01/02 35
3250003788 O 01/01/32
0
7539862 N67/N67 F 170,100.00 ZZ
360 169,926.52 1
9.375 1,414.81 90
9.125 1,414.81
XXXXXX XX 00000 1 12/06/01 04
0433595568 05 02/01/02 30
3250003828 O 01/01/32
0
7539864 N67/N67 F 105,000.00 ZZ
180 104,479.49 1
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1
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0
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360 324,643.63 1
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0
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360 69,914.88 1
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0433595592 05 02/01/02 0
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0
7539870 N67/N67 F 266,950.00 ZZ
360 266,638.97 2
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0433595600 05 02/01/02 35
3250003888 O 01/01/32
0
7539872 N67/N67 F 247,500.00 ZZ
180 247,221.47 1
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0433595618 05 02/01/02 30
3250003915 O 01/01/17
0
7539874 N67/N67 F 30,600.00 ZZ
360 30,563.31 1
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XXXXXX XX 00000 1 12/07/01 04
0433595626 05 02/01/02 12
3250003945 N 01/01/32
0
1
7539876 N67/N67 F 186,200.00 ZZ
360 186,030.10 1
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XXXX XXX XXXX XX 00000 1 12/07/01 04
0433595642 05 02/01/02 35
3250003961 O 01/01/32
0
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360 122,338.66 1
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0433595659 05 01/01/02 35
3250006646 O 12/01/31
0
7539880 N67/N67 F 171,000.00 ZZ
360 170,757.86 1
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0433595667 05 02/01/02 30
3250007288 O 01/01/32
0
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360 910,021.55 1
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XX. XXXXXX XXXX XX 00000 2 11/30/01 00
0433595675 05 01/01/02 0
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0
7539884 N67/N67 F 649,000.00 ZZ
360 648,069.95 1
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XXXXXXXX XXXXX XX 00000 5 12/12/01 00
0433595683 05 02/01/02 0
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0
7539886 N67/N67 F 315,000.00 T
360 314,688.89 1
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1
XXXXXX XXXX XX 00000 1 12/11/01 00
0433595691 05 02/01/02 0
3250007930 O 01/01/32
0
7539888 N67/N67 F 42,500.00 ZZ
360 42,448.32 1
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0433595709 05 02/01/02 25
3250007972 O 01/01/32
0
7539890 N67/N67 F 66,750.00 ZZ
360 66,685.78 1
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XXXXX XX 00000 5 12/05/01 00
0433594090 01 02/01/02 0
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0
7539892 N67/N67 F 148,000.00 ZZ
180 147,800.73 2
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0433595725 05 02/01/02 0
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0
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360 122,247.31 1
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XXXXXXX XXXXXXX XX 00000 5 12/05/01 00
0433595741 09 02/01/02 0
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0
7539896 N67/N67 F 70,000.00 ZZ
180 69,616.98 2
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XXXXXXX XX 00000 1 12/05/01 00
0433595758 05 02/01/02 0
3250008181 O 01/01/17
0
1
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360 83,038.48 1
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XXXXXX XXXXX XX 00000 1 12/10/01 01
0433595766 01 02/01/02 35
3250008193 O 01/01/32
0
7539900 N67/N67 F 194,650.00 ZZ
360 194,210.22 4
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XXXXXXXXX XX 00000 1 12/05/01 01
0433595774 05 01/01/02 25
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0
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360 218,046.20 1
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0433595782 05 02/01/02 35
3250008251 O 01/01/32
0
7539904 N67/N67 F 185,250.00 ZZ
180 184,910.94 1
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XXXXXX XXXXX XX 00000 1 12/06/01 01
0433595790 03 01/01/02 35
3250008266 O 12/01/16
0
7539906 N67/N67 F 85,000.00 ZZ
360 84,906.79 1
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0433595808 05 02/01/02 0
3250008310 O 01/01/32
0
7539908 N67/N67 F 58,900.00 ZZ
360 58,831.97 1
1
8.750 463.37 95
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XXXXXXXX XX 00000 1 12/06/01 01
0433595816 27 02/01/02 35
3250008327 O 01/01/32
0
7539910 N67/N67 F 370,500.00 ZZ
360 369,975.31 1
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XXXXXXXXXX XX 00000 2 12/06/01 01
0433595824 03 02/01/02 25
3250008344 O 01/01/32
0
7539912 N67/N67 F 35,750.00 ZZ
360 35,711.81 1
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8.875 290.87
XXXXXXXXXX XX 00000 5 12/05/01 00
0433595840 05 02/01/02 0
3250008346 N 01/01/32
0
7539914 N67/N67 F 43,200.00 ZZ
360 43,147.47 1
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XXXXX XX 00000 5 12/06/01 00
0433595873 05 02/01/02 0
3250008348 N 01/01/32
0
7539916 N67/N67 F 209,000.00 ZZ
180 208,711.38 1
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7.625 1,515.40
XXXXXXX XX 00000 1 12/05/01 00
0433595881 05 02/01/02 0
3250008354 N 01/01/17
0
7539920 N67/N67 F 51,050.00 ZZ
360 50,987.93 1
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XXXXXX XX 00000 1 12/10/01 01
0433595931 05 02/01/02 25
1
3250008411 N 01/01/32
0
7539922 N67/N67 F 135,500.00 ZZ
360 135,211.23 1
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XXXXXX XXXXXXX XX 00000 2 12/07/01 00
0433595949 05 01/01/02 0
3250008443 N 12/01/31
0
7539924 N67/N67 F 111,300.00 ZZ
360 111,146.31 1
7.875 807.00 75
7.625 807.00
XXXXXX XX 00000 5 12/07/01 00
0433595964 05 02/01/02 0
0000000000 O 01/01/32
0
7539926 N67/N67 F 71,250.00 ZZ
180 71,147.63 1
10.125 631.86 95
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XXX XXXX XX 00000 1 12/12/01 01
0433595980 01 02/01/02 35
3250008477 O 01/01/17
0
7539928 N67/N67 F 56,000.00 ZZ
360 55,938.59 1
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8.750 450.59
XXXXX XXXXXXXXX XX 00000 5 12/13/01 00
0433596004 05 02/01/02 0
3250008481 N 01/01/32
0
7539930 N67/N67 F 81,000.00 ZZ
360 80,911.19 2
9.000 651.74 90
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XXXXXXXXXX XX 00000 5 12/06/01 01
0433596038 05 02/01/02 30
3250008494 O 01/01/32
0
1
7539932 N67/N67 F 500,000.00 ZZ
360 498,960.84 1
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7.875 3,712.49
XXXXXXX XX 00000 5 11/30/01 01
0433596053 05 01/01/02 30
3250008503 O 12/01/31
0
7539934 N67/N67 F 319,200.00 ZZ
360 318,858.97 2
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XXXXXXX XX 00000 1 12/13/01 01
0433596079 05 02/01/02 35
3250008508 O 01/01/32
0
7539936 N67/N67 F 72,000.00 ZZ
360 71,942.53 1
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10.250 658.61
XXXXXXX-XXXXX XX 00000 1 12/12/01 01
0433596087 05 02/01/02 30
3250008509 O 01/01/32
0
7539938 N67/N67 F 106,000.00 ZZ
360 105,880.72 1
8.875 843.38 80
8.625 843.38
XXXX XXXXX XX 00000 5 12/04/01 00
0433596095 05 02/01/02 0
3250008514 O 01/01/32
0
7539940 N67/N67 F 140,000.00 ZZ
360 139,595.43 1
7.625 990.91 80
7.375 990.91
XXXXX XX 00000 5 12/12/01 00
0433596111 05 02/01/02 0
3250008531 O 01/01/32
0
7539942 N67/N67 F 110,400.00 ZZ
360 110,296.56 1
9.750 948.51 95
9.500 948.51
1
XXXXXX XXXXX XX 00000 1 12/13/01 01
0433596129 03 02/01/02 35
3250008532 O 01/01/32
0
7539944 N67/N67 F 102,100.00 ZZ
360 101,920.59 1
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XXXXXXXXXXXX XX 00000 1 12/05/01 01
0433596137 05 01/01/02 35
0000000000 O 12/01/31
0
7539946 N67/N67 F 121,500.00 ZZ
180 120,824.83 1
8.875 1,223.32 90
8.625 1,223.32
XXXXXX XX 00000 5 12/07/01 01
0433596145 03 02/01/02 30
3250008543 O 01/01/17
0
7539948 N67/N67 F 189,000.00 ZZ
360 188,718.58 1
7.500 1,321.52 90
7.250 1,321.52
XXXXXX XX 00000 5 12/04/01 01
0433596152 03 02/01/02 30
0000000000 O 01/01/32
0
7539950 N67/N67 F 296,800.00 ZZ
360 296,167.18 1
7.750 2,126.31 80
7.500 2,126.31
XXX XXXXX XX 00000 2 11/30/01 00
0433596160 05 01/01/02 0
3250008573 N 12/01/31
0
7539952 N67/N67 F 496,000.00 ZZ
360 494,916.17 1
7.625 3,510.66 80
7.375 3,510.66
XXX XXXXX XX 00000 5 11/30/01 00
0433596178 05 01/01/02 0
3250008574 O 12/01/31
0
1
7539954 N67/N67 F 97,850.00 ZZ
360 97,736.99 1
8.750 769.79 95
8.500 769.79
XXXXXX XX 00000 1 12/12/01 01
0433596186 01 02/01/02 35
3250008581 O 01/01/32
0
7539956 N67/N67 F 202,000.00 ZZ
360 201,721.06 2
7.875 1,464.64 85
7.625 1,464.64
XXXXXX XX 00000 5 12/07/01 01
0433596194 05 02/01/02 25
3250008615 O 01/01/32
0
7539958 N67/N67 F 304,000.00 ZZ
360 303,630.36 1
8.500 2,337.50 80
8.250 2,337.50
XXXXXXXXX XX 00000 5 12/04/01 00
0433596210 05 02/01/02 0
3250008618 O 01/01/32
0
7539960 N67/N67 F 218,500.00 ZZ
360 218,175.00 1
9.500 1,837.27 95
9.250 1,837.27
XXXXXXXX XX 00000 1 12/05/01 01
0433596228 05 01/01/02 35
3250008636 O 12/01/31
0
7539962 N67/N67 F 123,500.00 ZZ
180 123,357.36 2
8.750 971.58 95
8.500 971.58
XXXXXXX XX 00000 1 12/10/01 01
0433596236 05 02/01/02 35
0000000000 O 01/01/17
0
7539964 N67/N67 F 92,000.00 ZZ
360 91,872.96 1
1
7.875 667.06 79
7.625 667.06
XXXX XXXXX XX 00000 1 12/12/01 00
0433596244 05 02/01/02 0
0000000000 O 01/01/32
0
7539966 N67/N67 F 115,000.00 ZZ
360 114,849.05 1
8.125 853.87 78
7.875 853.87
XXXXXXXX XX 00000 5 12/04/01 00
0433596251 05 02/01/02 0
3250008680 O 01/01/32
0
7539968 N67/N67 F 459,000.00 ZZ
360 458,522.26 1
9.250 3,776.08 90
9.000 3,776.08
XXXXX XXXXX XXX XX 00000 5 12/06/01 01
0433596269 05 02/01/02 30
3250008682 O 01/01/32
0
7539970 N67/N67 F 111,000.00 ZZ
180 110,865.04 1
8.500 853.49 82
8.250 853.49
XXXXXXX XX 00000 5 12/05/01 01
0433596277 05 02/01/02 25
3250008684 O 01/01/17
0
7539972 N67/N67 F 179,100.00 ZZ
360 178,807.89 1
9.125 1,457.22 90
8.875 1,457.22
XXXXXXX XX 00000 1 12/13/01 01
0433596293 05 02/01/02 30
3250008734 O 01/01/32
0
7539974 N67/N67 F 85,450.00 ZZ
360 85,363.36 1
9.375 710.73 95
9.125 710.73
XXXXXXXXXXXX XX 00000 1 12/13/01 01
0433596301 05 02/01/02 35
1
3250008735 O 01/01/32
0
7539976 N67/N67 F 131,650.00 ZZ
360 131,497.97 1
8.750 1,035.69 95
8.500 1,035.69
XXXXXXX XX 00000 1 12/10/01 01
0433596319 03 02/01/02 35
3250008736 O 01/01/32
0
7539978 N67/N67 F 279,000.00 ZZ
360 278,717.12 4
9.375 2,320.58 90
9.125 2,320.58
XXXXXXX XX 00000 1 12/13/01 01
0433596327 05 02/01/02 30
3250008832 O 01/01/32
0
7539980 N67/N67 F 213,750.00 ZZ
360 213,538.89 1
9.500 1,797.33 90
9.250 1,797.33
XXXXXX XX 00000 1 12/07/01 01
0433596335 05 02/01/02 30
3250050031 O 01/01/32
0
7539982 N67/N67 F 301,500.00 ZZ
360 301,123.89 1
8.375 2,291.62 90
8.125 2,291.62
XXXXXXXXXXX XX 00000 5 12/03/01 01
0433596343 05 02/01/02 30
3250050074 O 01/01/32
0
7539984 N67/N67 F 155,400.00 ZZ
180 155,168.85 1
9.500 1,306.69 95
9.250 1,306.69
XXXXXXXXX XX 00000 1 11/29/01 01
0433596350 03 01/01/02 35
3250050140 O 12/01/16
0
1
7539988 N67/N67 F 184,500.00 ZZ
180 184,292.27 1
9.125 1,501.15 89
8.875 1,501.15
XXXXXX XXXXXX XX 00000 2 12/04/01 01
0433596392 05 02/01/02 35
3250050161 O 01/01/17
0
7539990 N67/N67 F 144,000.00 ZZ
360 143,853.99 1
9.375 1,197.72 90
9.125 1,197.72
XXXXXXXXX XX 00000 5 11/30/01 01
0433594108 01 02/01/02 30
3250050186 O 01/01/32
0
7539992 N67/N67 F 249,350.00 ZZ
360 248,979.13 1
9.500 2,096.67 95
9.250 2,096.67
XXXXXXXXXX XX 00000 1 11/28/01 01
0433596400 05 01/01/02 35
3250050266 O 12/01/31
0
7539994 N67/N67 F 242,250.00 ZZ
360 241,997.86 1
9.250 1,992.93 95
9.000 1,992.93
XXXXXX XXXXXX XX 00000 1 12/12/01 01
0433596418 05 02/01/02 35
3250050272 O 01/01/32
0
7539996 N67/N67 F 153,000.00 ZZ
360 152,840.33 1
9.250 1,258.69 90
9.000 1,258.69
XXXXXXXXXXXXXX XX 00000 5 12/06/01 01
0433596434 05 02/01/02 30
3250050348 O 01/01/32
0
7539998 N67/N67 F 140,600.00 ZZ
180 140,407.56 1
9.250 1,156.68 95
9.000 1,156.68
1
XXXXXXXXXXX XX 00000 1 12/27/01 01
0433596442 05 02/01/02 35
3250050355 O 01/01/17
0
7540000 N67/N67 F 68,400.00 ZZ
360 68,328.81 1
9.250 562.71 95
9.000 562.71
XXXXXXXXXX XX 00000 1 12/07/01 01
0433596459 05 02/01/02 35
3250050356 O 01/01/32
0
7540002 N67/N67 F 97,600.00 ZZ
360 97,510.95 1
9.875 847.51 79
9.625 847.51
XXXXXXXXX XX 00000 5 12/05/01 00
0433594132 01 02/01/02 0
3250050368 O 01/01/32
0
7540004 N67/N67 F 149,400.00 ZZ
360 149,256.29 1
9.625 1,269.88 95
9.375 1,269.88
XXXXXXXXXX XXXX XX 00000 1 12/10/01 01
0433596467 03 02/01/02 35
3250050385 O 01/01/32
0
7540006 N67/N67 F 148,750.00 ZZ
180 148,582.60 1
8.875 1,183.52 95
8.625 1,183.52
XXXXXXX XX 00000 1 12/07/01 01
0433596483 05 02/01/02 35
0000000000 O 01/01/17
0
7540008 N67/N67 F 365,750.00 ZZ
360 365,416.29 2
9.875 3,175.99 95
9.625 3,175.99
XXXXXXXX XX 00000 1 12/07/01 01
0433596509 05 02/01/02 35
3250050409 O 01/01/32
0
1
7540012 N67/N67 F 174,350.00 ZZ
360 173,494.33 1
9.750 1,497.94 95
9.500 1,497.94
XXXXX XX 00000 1 04/13/01 01
0433596525 05 06/01/01 35
3370001086 O 05/01/31
0
7540014 N67/N67 F 204,550.00 ZZ
360 204,101.96 1
10.125 1,814.00 90
9.875 1,814.00
XXXXXX XX 00000 1 09/28/01 01
0433596533 05 11/01/01 30
3370002183 O 10/01/31
0
7540016 N67/N67 F 221,992.00 ZZ
360 221,359.18 1
7.750 1,590.38 95
7.500 1,590.38
XXXXXX XX 00000 1 10/16/01 01
0433596541 03 12/01/01 35
3370002328 O 11/01/31
0
7540018 N67/N67 F 457,600.00 ZZ
360 455,630.59 1
7.750 3,278.31 80
7.500 3,278.31
XXX XXXX XX 00000 1 08/20/01 00
0433596558 05 10/01/01 0
3370002535 O 09/01/31
0
7540020 N67/N67 F 179,000.00 ZZ
360 178,421.56 1
8.375 1,360.53 95
8.125 1,360.53
XXXXXXXX XX 00000 1 09/27/01 01
0433596582 03 11/01/01 35
3370002621 O 10/01/31
0
7540024 N67/N67 F 267,250.00 ZZ
360 266,620.77 1
1
7.250 1,823.12 95
7.000 1,823.12
XXXXXXXX XX 00000 1 11/20/01 01
0433596608 03 01/01/02 35
3370002703 O 12/01/31
0
7540026 N67/N67 F 228,000.00 ZZ
360 227,401.39 1
8.750 1,793.68 95
8.500 1,793.68
XXXXXXXXX XX 00000 1 11/20/01 01
0433596616 05 01/01/02 35
3370002755 O 12/01/31
0
7540028 N67/N67 F 125,850.00 ZZ
360 125,472.63 1
8.625 978.85 80
8.375 978.85
XXXXXXXXX XX 00000 1 11/07/01 00
0433596624 05 01/01/02 0
3370002758 O 12/01/31
0
7540030 N67/N67 F 207,700.00 ZZ
360 207,107.93 1
7.750 1,487.99 95
7.500 1,487.99
XXXXXX XX 00000 1 10/12/01 01
0433596632 01 12/01/01 35
0000000000 O 11/01/31
0
7540032 N67/N67 F 209,000.00 ZZ
360 208,447.56 1
8.125 1,551.82 95
7.875 1,551.82
XXXXXXXXXXX XX 00000 1 10/19/01 01
0433596640 03 12/01/01 35
3370002797 O 11/01/31
0
7540034 N67/N67 F 166,250.00 ZZ
360 165,764.08 1
7.625 1,176.71 95
7.375 1,176.71
XXXXXXX XX 00000 2 10/31/01 01
0433596657 05 12/01/01 35
1
3370002799 O 11/01/31
0
7540036 N67/N67 F 195,200.00 ZZ
360 194,721.95 1
8.500 1,500.92 95
8.250 1,500.92
XXXXXXXX XX 00000 1 10/25/01 01
0433596673 03 12/01/01 35
3370002814 O 11/01/31
0
7540038 N67/N67 F 340,000.00 ZZ
360 339,238.27 1
7.500 2,377.33 80
7.250 2,377.33
XXXXXXXX XX 00000 2 11/16/01 00
0433596681 03 01/01/02 0
3370002841 O 12/01/31
0
7540040 N67/N67 F 99,750.00 ZZ
360 99,440.18 1
8.875 793.66 95
8.625 793.66
XXXXXXXXXXXX XX 00000 1 10/30/01 01
0433596699 03 12/01/01 35
3370002857 O 11/01/31
0
7540044 N67/N67 F 247,000.00 ZZ
360 246,058.58 1
7.500 1,727.06 95
7.250 1,727.06
XXXXXX XX 00000 1 10/30/01 01
0433596715 05 12/01/01 35
0000000000 O 11/01/31
0
7540048 N67/N67 F 269,500.00 ZZ
360 269,019.21 1
8.625 2,096.15 95
8.375 2,096.15
XXX XXXXX XX 00000 1 11/05/01 01
0433596731 03 01/01/02 35
0000000000 O 12/01/31
0
1
7540050 N67/N67 F 475,990.00 ZZ
360 475,263.24 1
9.375 3,959.04 70
9.125 3,959.04
XXXXX XX 00000 1 11/30/01 00
0433596749 03 01/01/02 0
0000000000 N 12/01/31
0
7540054 N67/N67 F 152,000.00 ZZ
360 151,718.95 1
9.000 1,223.03 95
8.750 1,223.03
XXXXXXXXX XX 00000 1 11/16/01 01
0433596780 05 01/01/02 35
3370002947 O 12/01/31
0
7540056 N67/N67 F 487,800.00 ZZ
180 486,811.51 1
8.000 3,579.31 90
7.750 3,579.31
XXX XXXXXXX XX 00000 2 11/26/01 01
0433596798 05 01/01/02 30
3370002952 O 12/01/16
0
7540058 N67/N67 F 140,500.00 ZZ
360 140,311.97 1
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TACOMA WA 98405 1 09/24/01 00
0433707858 05 11/01/01 0
86700110013F O 10/01/31
0
7805240 P57/U56 F 59,500.00 ZZ
180 59,387.59 2
9.750 511.20 70
9.250 511.20
GRAND RAPIDS MI 49506 5 11/09/01 00
0433690815 05 12/09/01 0
9912459 N 11/09/16
0
7805896 L21/U57 F 30,600.00 ZZ
360 30,585.72 1
9.750 262.91 85
9.250 262.91
LYNCHBURG VA 24504 5 01/08/02 23
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70301549 O 02/01/32
0
7813800 286/286 F 103,500.00 ZZ
360 103,244.00 1
7.000 688.59 90
6.750 688.59
ALBUQUERQUE NM 87112 5 11/26/01 21
858110 05 01/01/02 25
858110 O 12/01/31
0
1
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360 253,951.96 1
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BRIGHTON CO 80602 1 12/18/01 10
836819 05 02/01/02 18
836819 O 01/01/32
0
7813808 286/286 F 124,200.00 ZZ
360 123,885.15 1
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DE MOTTE IN 46310 5 11/26/01 10
9349098 05 01/01/02 25
9349098 O 12/01/31
0
7813810 286/286 F 127,200.00 ZZ
360 127,037.20 3
8.250 955.62 80
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PITTSBURGH PA 15206 1 12/20/01 00
832439 05 02/01/02 0
832439 N 01/01/32
0
7813812 286/286 F 94,500.00 ZZ
360 94,340.76 1
6.875 620.80 97
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TROUTDALE OR 97060 1 12/12/01 11
878540 01 02/01/02 35
878540 O 01/01/32
0
7813814 286/286 F 126,000.00 ZZ
360 125,680.59 1
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GREENFIELD IN 46140 5 11/16/01 12
836338 05 01/01/02 25
836338 O 12/01/31
0
7813818 286/286 F 73,200.00 ZZ
360 73,079.63 1
7.000 487.01 76
6.750 487.01
1
VIRGINIA BEACH VA 23462 2 12/14/01 00
853564 09 02/01/02 0
853564 N 01/01/32
0
7813820 286/286 F 81,000.00 ZZ
360 80,866.81 1
7.000 538.90 90
6.750 538.90
VIRGINIA BEACH VA 23452 5 12/18/01 11
856930 05 02/01/02 25
856930 O 01/01/32
0
7813822 286/286 F 118,800.00 ZZ
360 118,599.81 1
6.875 780.43 80
6.625 780.43
BLOOMINGTON IN 47401 1 12/12/01 00
866591 05 02/01/02 0
866591 N 01/01/32
0
7813834 286/286 F 224,100.00 ZZ
360 223,702.68 1
6.625 1,434.94 97
6.375 1,434.94
MASON OH 45040 1 12/17/01 12
855632 03 02/01/02 18
855632 O 01/01/32
0
7813838 286/286 F 73,800.00 ZZ
360 73,662.92 1
6.375 460.42 90
6.125 460.42
MACHESNEY PARK IL 61115 5 12/19/01 10
681942 05 02/01/02 25
681942 O 01/01/32
0
7813840 286/286 F 89,500.00 ZZ
360 89,273.11 1
6.875 587.96 90
6.625 587.96
MIAMI FL 33160 5 11/21/01 21
861472 06 01/01/02 25
861472 O 12/01/31
0
1
7813842 286/286 F 67,050.00 ZZ
360 66,939.74 1
7.000 446.09 90
6.750 446.09
TAYLORS SC 29687 2 12/17/01 11
876026 05 02/01/02 25
876026 O 01/01/32
0
7813848 286/286 F 162,816.00 ZZ
360 162,554.83 1
7.125 1,096.92 90
6.875 1,096.92
GRETNA LA 70056 5 12/14/01 12
586219 05 02/01/02 25
586219 O 01/01/32
0
7813852 286/286 F 90,000.00 ZZ
360 89,843.83 1
6.875 591.24 90
6.625 591.24
EAGLE POINT OR 97524 5 12/03/01 11
869006 27 02/01/02 25
869006 O 01/01/32
0
7813856 286/286 F 99,000.00 ZZ
360 98,837.23 1
7.000 658.65 60
6.750 658.65
LAS VEGAS NV 89134 2 12/18/01 00
458424 05 02/01/02 0
458424 N 01/01/32
0
7813858 286/286 F 178,200.00 ZZ
360 177,858.32 1
7.375 1,230.79 90
7.125 1,230.79
WESTON OH 43569 5 12/17/01 10
444406 05 02/01/02 25
444406 O 01/01/32
0
7813860 286/286 F 49,600.00 ZZ
360 49,522.38 1
1
7.250 338.36 80
7.000 338.36
NORWALK OH 44857 1 12/19/01 00
862149 05 02/01/02 0
862149 N 01/01/32
0
7813868 286/286 F 92,000.00 ZZ
360 91,844.26 1
6.875 604.38 74
6.625 604.38
ROANOKE VA 24015 5 12/17/01 00
678098 05 02/01/02 0
678098 N 01/01/32
0
7813870 286/286 F 52,300.00 ZZ
360 52,224.04 1
7.625 370.18 80
7.375 370.18
LAS VEGAS NV 89120 2 12/19/01 00
864349 01 02/01/02 0
864349 N 01/01/32
0
7813872 286/286 F 126,500.00 ZZ
360 126,320.84 1
7.750 906.27 80
7.500 906.27
LUGOFF SC 29078 2 12/20/01 00
875867 05 02/01/02 0
875867 N 01/01/32
0
7813874 286/286 F 140,000.00 ZZ
360 139,796.68 1
7.625 990.92 80
7.375 990.92
HIGHLAND PARK IL 60035 1 12/17/01 00
867883 01 02/01/02 0
867883 N 01/01/32
0
7813876 286/286 F 151,200.00 ZZ
360 150,932.44 1
6.625 968.16 78
6.375 968.16
WILMINGTON NC 28401 2 12/12/01 00
846944 05 02/01/02 0
1
846944 N 01/01/32
0
7813878 286/286 F 240,000.00 ZZ
360 238,910.11 1
6.250 1,477.73 61
6.000 1,477.73
OCOEE FL 34761 1 11/29/01 00
600546 03 01/01/02 0
600546 N 12/01/31
0
7813884 286/286 F 86,450.00 ZZ
360 86,314.69 1
7.250 589.75 95
7.000 589.75
GILBERT SC 29054 1 12/13/01 11
882610 27 02/01/02 18
882610 O 01/01/32
0
7813886 286/286 F 82,000.00 ZZ
360 81,877.90 1
7.500 573.36 47
7.250 573.36
SACRAMENTO CA 95831 2 12/19/01 00
704307 05 02/01/02 0
704307 N 01/01/32
0
7813888 286/286 F 165,870.00 ZZ
360 165,431.09 1
7.250 1,131.53 97
7.000 1,131.53
PHOENIX AZ 85050 1 11/26/01 12
859204 03 01/01/02 18
859204 O 12/01/31
0
7813890 286/286 F 96,200.00 ZZ
360 95,962.03 1
7.000 640.03 90
6.750 640.03
FLORISSANT MO 63033 5 11/30/01 21
831219 05 01/01/02 25
831219 O 12/01/31
0
1
7813892 286/286 F 48,600.00 ZZ
360 48,531.16 1
7.750 348.18 90
7.500 348.18
TUCSON AZ 85716 1 12/18/01 12
855709 05 02/01/02 25
855709 N 01/01/32
0
7813894 286/286 F 138,000.00 ZZ
360 137,767.45 1
6.875 906.57 89
6.625 906.57
DOUGLASVILLE GA 30135 5 12/20/01 12
835425 05 02/01/02 25
835425 O 01/01/32
0
7813896 286/286 F 222,000.00 ZZ
360 221,625.91 1
6.875 1,458.39 78
6.625 1,458.39
EDISON NJ 08820 2 12/10/01 00
548541 05 02/01/02 0
548541 O 01/01/32
0
7813898 286/286 F 129,600.00 ZZ
360 129,407.02 1
7.500 906.19 90
7.250 906.19
ORLANDO FL 32825 5 12/17/01 14
888569 03 02/01/02 25
888569 O 01/01/32
0
7813904 286/286 F 69,345.00 ZZ
360 69,251.63 1
8.000 508.83 97
7.750 508.83
WESTLAND MI 48186 1 12/14/01 10
698789 01 02/01/02 35
698789 O 01/01/32
0
7813906 286/286 F 164,900.00 ZZ
360 164,608.21 1
6.625 1,055.88 97
6.375 1,055.88
1
MEDFORD OR 97504 1 12/07/01 11
828131 05 02/01/02 35
828131 O 01/01/32
0
7813908 286/286 F 67,500.00 ZZ
360 67,359.27 1
7.250 460.47 90
7.000 460.47
TUCSON AZ 85713 5 12/11/01 12
878489 05 02/01/02 30
878489 O 01/01/32
0
7813912 286/286 F 242,550.00 ZZ
360 241,950.04 1
7.000 1,613.70 90
6.750 1,613.70
HENDERSON NV 89014 5 11/28/01 12
869808 05 01/01/02 25
869808 O 12/01/31
0
7813916 286/286 F 41,400.00 ZZ
360 41,342.83 1
7.875 300.18 90
7.625 300.18
HOUSTON TX 77039 1 12/18/01 10
878266 05 02/01/02 25
878266 N 01/01/32
0
7813920 286/286 F 158,000.00 ZZ
360 157,706.56 1
6.375 985.71 90
6.125 985.71
GRAY GA 31032 5 12/14/01 11
836053 05 02/01/02 25
836053 O 01/01/32
0
7813922 286/286 F 73,800.00 ZZ
360 73,695.47 1
7.750 528.72 90
7.500 528.72
MCDONOUGH GA 30253 1 12/17/01 11
909264 05 02/01/02 25
909264 N 01/01/32
0
1
7813924 286/286 F 89,250.00 ZZ
360 89,126.74 1
7.875 647.13 83
7.625 647.13
CORVALLIS OR 97330 5 12/17/01 11
876461 05 02/01/02 12
876461 N 01/01/32
0
7813928 286/286 F 38,000.00 ZZ
360 37,935.96 1
6.875 249.64 85
6.625 249.64
LOWER BURRELL PA 15068 5 12/14/01 00
662531 05 02/01/02 0
662531 N 01/01/32
0
7813936 286/286 F 122,000.00 ZZ
360 121,813.75 2
7.375 842.63 77
7.125 842.63
PLAIN CITY OH 43064 2 12/19/01 00
635618 05 02/01/02 0
635618 N 01/01/32
0
7813938 286/286 F 52,650.00 ZZ
360 52,579.10 1
8.000 386.33 90
7.750 386.33
PHOENIX AZ 85006 1 12/13/01 10
882498 05 02/01/02 25
882498 N 01/01/32
0
7813942 286/286 F 102,400.00 ZZ
360 102,243.66 1
7.375 707.26 80
7.125 707.26
AVENTURA FL 33180 2 12/18/01 00
635534 01 02/01/02 0
635534 N 01/01/32
0
7813946 286/286 F 298,000.00 ZZ
360 297,262.92 4
1
7.000 1,982.60 71
6.750 1,982.60
LONGMONT CO 80501 1 11/28/01 00
866043 05 01/01/02 0
866043 N 12/01/31
0
7813950 286/286 F 60,000.00 ZZ
360 59,898.89 1
6.875 394.16 80
6.625 394.16
HERMISTON OR 97838 1 12/10/01 00
882808 05 02/01/02 0
882808 N 01/01/32
0
7813952 286/286 F 186,120.00 ZZ
360 185,840.77 1
7.500 1,301.38 97
7.250 1,301.38
COAL CENTER PA 15423 1 12/20/01 10
862352 05 02/01/02 35
862352 O 01/01/32
0
7813954 286/286 F 55,250.00 ZZ
360 55,135.23 1
7.625 391.06 85
7.375 391.06
LOUISVILLE KY 40272 1 12/14/01 12
885423 05 02/01/02 12
885423 N 01/01/32
0
7813958 286/286 F 103,000.00 ZZ
360 102,838.80 1
7.250 702.65 90
7.000 702.65
LAKE HAVASU CIT AZ 86404 5 12/04/01 12
875945 05 02/01/02 30
875945 O 01/01/32
0
7813960 286/286 F 221,400.00 ZZ
360 220,998.62 1
6.500 1,399.40 90
6.250 1,399.40
OVERLAND PARK KS 66223 5 12/10/01 31
853672 03 02/01/02 25
1
853672 O 01/01/32
0
7813962 286/286 F 133,920.00 ZZ
360 133,710.41 1
7.250 913.58 90
7.000 913.58
DOUGLASVILLE GA 30135 5 12/20/01 11
878485 05 02/01/02 25
878485 O 01/01/32
0
7813966 286/286 F 247,350.00 ZZ
360 246,943.30 1
7.000 1,645.63 97
6.750 1,645.63
STERLING VA 20166 1 12/14/01 12
862362 03 02/01/02 35
862362 O 01/01/32
0
7813968 286/286 F 117,900.00 ZZ
360 117,737.19 1
7.875 854.86 90
7.625 854.86
OLATHE KS 66062 1 12/20/01 21
871602 05 02/01/02 25
871602 N 01/01/32
0
7813970 286/286 F 136,650.00 ZZ
360 136,446.53 1
7.500 955.48 90
7.250 955.48
NORTH MYRTLE BE SC 29582 5 12/13/01 11
879167 05 02/01/02 25
879167 O 01/01/32
0
7813974 286/286 F 256,500.00 ZZ
360 256,034.98 1
6.500 1,621.26 90
6.250 1,621.26
STAMFORD CT 06902 5 12/20/01 12
844624 05 02/01/02 25
844624 O 01/01/32
0
1
7813976 286/286 F 83,000.00 ZZ
360 82,873.28 1
7.375 573.27 52
7.125 573.27
BERKLEY MI 48072 2 12/15/01 00
670557 05 02/01/02 0
670557 N 01/01/32
0
7813978 286/286 F 84,600.00 ZZ
360 84,446.63 1
6.500 534.73 90
6.250 534.73
INDIANAPOLIS IN 46254 5 12/20/01 21
902362 05 02/01/02 25
902362 O 01/01/32
0
7813980 286/286 F 147,150.00 ZZ
360 146,883.53 1
6.875 966.68 89
6.625 966.68
TAMPA FL 33635 5 12/20/01 12
851328 03 02/01/02 25
851328 O 01/01/32
0
7813982 286/286 F 50,000.00 ZZ
360 49,915.74 1
6.875 328.47 76
6.625 328.47
DAYTON OH 45405 2 12/18/01 00
681275 05 02/01/02 0
681275 N 01/01/32
0
7813984 286/286 F 43,200.00 ZZ
360 43,172.45 1
8.250 324.55 79
8.000 324.55
DAYTON OH 45412 1 01/15/02 00
868757 05 03/01/02 0
868757 N 02/01/32
0
7814000 286/286 F 171,000.00 ZZ
360 170,689.98 1
6.500 1,080.84 80
6.250 1,080.84
1
IMPERIAL MO 63052 2 12/14/01 00
271699 03 02/01/02 0
271699 O 01/01/32
0
7814002 286/286 F 154,800.00 ZZ
360 154,545.48 1
7.000 1,029.89 90
6.750 1,029.89
WHITE HALL MD 21161 5 12/20/01 11
9926378 05 02/01/02 25
9926378 O 01/01/32
0
7814004 286/286 F 171,000.00 ZZ
360 170,622.65 1
7.375 1,181.05 90
7.125 1,181.05
DAGSBORO DE 19939 5 12/13/01 11
724269 05 02/01/02 25
724269 O 01/01/32
0
7814006 286/286 F 120,000.00 ZZ
360 119,834.30 1
7.875 870.08 69
7.625 870.08
CHARLOTTESVILLE VA 22903 2 12/20/01 00
768783 05 02/01/02 0
768783 N 01/01/32
0
7814008 286/286 F 135,900.00 ZZ
360 135,697.66 1
7.500 950.23 90
7.250 950.23
CASA GRANDE AZ 85222 5 12/19/01 14
771494 05 02/01/02 25
771494 N 01/01/32
0
7814010 286/286 F 180,000.00 ZZ
360 179,718.31 1
7.250 1,227.92 90
7.000 1,227.92
DALLAS GA 30152 2 12/12/01 11
727567 03 02/01/02 25
727567 O 01/01/32
0
1
7814012 286/286 F 78,400.00 ZZ
360 78,145.76 1
7.000 521.60 80
6.750 521.60
FORT MILL SC 29715 5 11/30/01 00
9683172 05 01/01/02 0
9683172 N 12/01/31
0
7814014 286/286 F 85,500.00 ZZ
360 85,366.20 1
7.250 583.26 90
7.000 583.26
HIALEAH FL 33016 5 12/12/01 10
720712 01 02/01/02 25
720712 O 01/01/32
0
7814018 286/286 F 77,503.00 ZZ
360 77,375.57 1
7.000 515.63 97
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BIRMINGHAM AL 35215 1 12/20/01 10
720573 05 02/01/02 35
720573 O 01/01/32
0
7814020 286/286 F 78,300.00 ZZ
360 78,194.55 1
8.000 574.54 90
7.750 574.54
PHILADELPHIA PA 19153 5 12/17/01 10
707790 05 02/01/02 25
707790 O 01/01/32
0
7814024 286/286 F 156,150.00 ZZ
360 155,905.64 1
7.250 1,065.22 97
7.000 1,065.22
SUN VALLEY AREA CA 91352 1 12/13/01 10
716891 01 02/01/02 35
716891 O 01/01/32
0
7814028 286/286 F 114,400.00 ZZ
360 114,104.57 1
1
7.000 761.11 80
6.750 761.11
PALM SPRINGS CA 92264 5 12/14/01 00
9922371 01 02/01/02 0
9922371 N 01/01/32
0
7818742 W96/U57 F 81,900.00 ZZ
360 81,859.72 1
9.500 688.66 90
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ORLANDO FL 32807 1 01/11/02 23
0433654001 05 03/01/02 0
11017871 O 02/01/32
0
7818744 W96/U57 F 157,275.00 ZZ
360 157,174.72 1
8.250 1,181.55 90
8.000 1,181.55
LAKE MARY FL 32746 1 01/10/02 01
0433652864 05 03/01/02 25
11017911 O 02/01/32
0
7818746 W96/U57 F 161,405.00 ZZ
360 161,314.51 1
8.875 1,284.21 95
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LONGWOOD FL 32779 1 01/11/02 23
0433654043 03 03/01/02 0
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0
7818748 W96/U57 F 72,250.00 ZZ
180 71,269.62 1
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LEHIGH ACRES FL 33936 1 10/31/01 10
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0
7818750 W96/U57 F 90,478.00 ZZ
360 90,439.03 1
10.125 802.38 95
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CAPE CORAL FL 33990 1 01/18/02 23
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1
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0
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360 104,013.52 1
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CAPE CORAL FL 33904 1 11/29/01 10
0433654100 05 01/01/02 30
11021929 O 12/01/31
0
7818754 W96/U57 F 77,718.00 ZZ
360 77,677.71 1
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9.000 639.37
LEHIGH ACRES FL 33936 1 01/11/02 23
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0
7818756 W96/U57 F 140,000.00 ZZ
360 139,903.65 1
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FORT MYERS FL 33913 2 01/11/02 00
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FORT MYERS FL 33912 1 01/16/02 23
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0
7818760 W96/U57 F 61,865.00 ZZ
360 61,819.09 1
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LEHIGH ACRES FL 33936 1 01/14/02 23
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1
7818762 W96/U57 F 53,824.00 ZZ
360 53,800.82 1
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FORT MYERS FL 33919 1 01/11/02 23
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360 59,980.29 1
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LAKELAND FL 33805 5 01/11/02 00
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7818766 W96/U57 F 83,700.00 ZZ
360 83,643.84 1
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VALRICO FL 33594 1 01/17/02 10
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LAKELAND FL 33813 1 01/09/02 11
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7818770 W96/U57 F 260,280.00 ZZ
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FT LAUDERDALE FL 33331 1 01/18/02 10
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SEMINOLE FL 33772 1 01/17/02 23
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TAMPA FL 33603 1 01/15/02 23
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7818778 W96/U57 F 80,750.00 ZZ
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TAMPA FL 33619 1 01/18/02 23
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7818780 W96/U57 F 145,800.00 ZZ
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TAMPA FL 33629 1 01/22/02 11
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NEW CASTLE IN 47362 1 01/21/02 23
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WINDERMERE FL 34786 1 01/18/02 00
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TAMPA FL 33605 1 01/31/02 23
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TITUSVILLE FL 32780 1 01/23/02 00
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BRADENTON FL 34205 5 01/18/02 00
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MIMS FL 32754 5 01/29/02 11
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CLERMONT FL 34711 1 01/28/02 01
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LUTZ FL 33549 1 01/30/02 10
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DULUTH GA 30096 1 01/25/02 01
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21090428 O 02/01/32
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LOS ANGELES CA 90019 1 01/10/02 01
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21100022 O 02/01/32
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NORTH OLMSTED OH 44070 5 01/31/02 01
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INDIANAPOLIS IN 46208 5 01/25/02 23
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COLUMBIA SC 29203 2 01/16/02 01
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21110232 O 02/01/32
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INDIANAPOLIS IN 46254 1 01/30/02 23
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GRANADA HILLS CA 91344 2 01/16/02 00
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NORTH FORT MYER FL 33917 1 01/25/02 23
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COLUMBIA SC 29210 1 01/31/02 01
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INDIANAPOLIS IN 46205 1 01/25/02 23
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INDIANAPOLIS IN 46208 1 01/22/02 23
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MELBOURNE FL 32935 1 01/25/02 11
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ORLANDO FL 32807 5 01/30/02 00
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TAMARAC FL 33321 1 01/30/02 23
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INDIANAPOLIS IN 46218 1 01/23/02 23
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HOMESTEAD FL 33030 5 01/15/02 23
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MIAMI FL 33132 5 01/18/02 00
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KANSAS CITY MO 64130 5 01/22/02 00
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KISSIMMEE FL 34747 1 12/31/01 00
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KISSIMMEE FL 34747 1 12/31/01 00
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DAVENPORT FL 33897 1 01/31/02 23
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MIRAMAR FL 33023 5 01/25/02 00
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MIRAMAR FL 33023 5 01/25/02 00
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RAVENNA OH 44266 1 01/23/02 23
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21120332 O 02/01/32
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FISHERS IN 46038 1 01/24/02 23
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SHALLOTTE NC 28470 1 01/28/02 23
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21120347 O 02/01/32
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KISSIMMEE FL 34741 1 01/24/02 23
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21120355 O 02/01/32
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7942222 W96/U57 F 49,875.00 ZZ
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HENDERSON NC 27537 1 01/24/02 23
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21120404 N 02/01/32
0
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MARION IN 46953 1 01/29/02 23
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21120444 N 02/01/32
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HIALEAH FL 33012 5 01/28/02 23
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INDIANAPOLIS IN 46218 1 01/31/02 23
0433684719 05 03/01/02 0
1
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300 109,674.84 1
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CLERMONT FL 34711 5 01/25/02 11
0433684727 03 03/01/02 25
21120484 O 02/01/27
0
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DAYTONA BEACH FL 32124 1 01/28/02 10
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INDIANAPOLIS IN 46256 1 01/24/02 10
0433684743 03 03/01/02 12
21120488 O 02/01/32
0
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INDIANAPOLIS IN 46201 1 01/29/02 23
0433684750 05 03/01/02 0
21120489 N 02/01/32
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8.490 868.22
XXXXXXXXXXX XX 00000 5 12/20/01 23
0433702099 05 01/26/02 0
205001121068 O 12/26/31
0
8016628 Q82/U56 F 56,700.00 ZZ
360 56,642.80 1
9.400 472.64 90
8.900 472.64
XXXXXXXX XX 00000 5 01/03/02 23
0433702115 05 02/07/02 0
205001121353 O 01/07/32
0
8016634 Q82/U56 F 131,200.00 ZZ
360 130,834.73 1
8.980 1,053.78 80
8.480 1,053.78
XXXX XXXX XXXXX XX 00000 1 10/23/01 00
0433702149 05 11/23/01 0
206001093651 O 10/23/31
0
1
8016636 Q82/U56 F 79,900.00 ZZ
360 79,774.77 1
9.250 657.32 85
8.750 657.32
XXXXXX XXXXX XX 00000 5 12/21/01 23
0433702164 05 01/27/02 0
206001114037 O 12/27/31
0
8016642 Q82/U56 F 129,000.00 ZZ
360 128,820.27 2
9.810 1,114.00 72
9.310 1,114.00
XXXXXXXXX XX 00000 5 12/20/01 00
0433702180 05 01/26/02 0
207001126544 O 12/26/31
0
8016652 Q82/U56 F 114,750.00 ZZ
360 114,614.47 1
10.600 1,058.26 85
10.100 1,058.26
XXXXXXXXX XX 00000 5 12/21/01 23
0433702206 05 01/27/02 0
209001127506 O 12/27/31
0
8016656 Q82/U56 F 55,250.00 ZZ
180 55,197.91 1
9.750 474.69 85
9.250 474.69
XXXXX XXXXX XX 00000 5 12/28/01 23
0433702693 05 02/05/02 0
221001103667 O 01/05/17
0
8016660 Q82/U56 F 96,050.00 ZZ
360 95,907.11 1
9.500 807.65 85
9.000 807.65
XXXX XX 00000 5 12/04/01 23
0433702222 05 01/15/02 0
221001113897 O 12/15/31
0
8016668 Q82/U56 F 135,000.00 ZZ
360 134,928.08 1
1
9.120 1,097.92 100
8.620 1,097.92
XXXXXXXX XX 00000 5 12/31/01 23
0433702248 05 03/01/02 0
223001123394 O 02/01/32
0
8023574 665/U56 F 299,000.00 ZZ
360 298,832.37 1
8.875 2,378.98 79
8.625 2,378.98
XXX XXXX XX 00000 5 01/24/02 00
0433702420 05 03/01/02 0
89103247 O 02/01/32
0
8023576 665/U56 F 336,000.00 ZZ
360 335,825.81 4
9.250 2,764.19 80
9.000 2,764.19
XXXXXXX XX 00000 1 01/26/02 00
0433702255 05 03/01/02 0
89103248 O 02/01/32
0
8023578 665/U56 F 148,000.00 ZZ
360 148,000.00 1
9.875 1,285.16 80
9.625 1,285.16
XXXXXXXXX XX 00000 1 02/04/02 00
0433702438 09 04/01/02 0
89200017 N 03/01/32
0
8023580 665/U56 F 79,200.00 ZZ
360 79,200.00 1
9.750 680.45 80
9.500 680.45
XXX XXXXXXX XX 00000 1 02/01/02 00
0433702552 08 04/01/02 0
89200051 O 03/01/32
0
8023582 665/U56 F 178,400.00 ZZ
360 178,302.55 1
9.000 1,435.45 80
8.750 1,435.45
XXXXXXX XX 00000 1 01/30/02 00
0433702412 05 03/01/02 0
1
89200069 O 02/01/32
0
8023584 665/U56 F 299,000.00 ZZ
360 299,000.00 1
8.625 2,325.59 77
8.375 2,325.59
XXX XXXXX XX 00000 1 02/05/02 00
0433702370 03 04/01/02 0
89200122 O 03/01/32
0
8023586 665/U56 F 232,000.00 ZZ
360 232,000.00 1
8.250 1,742.94 80
8.000 1,742.94
XXX XXXXXXX XX 00000 1 02/01/02 00
0433702453 05 04/01/02 0
89200138 O 03/01/32
0
8023588 665/U56 F 248,000.00 ZZ
360 248,000.00 1
8.250 1,863.14 80
8.000 1,863.14
XXXX XXXXXXXXX XX 00000 5 02/01/02 00
0433702321 05 04/01/02 0
89200141 O 03/01/32
0
8023590 665/U56 F 228,000.00 ZZ
360 228,000.00 1
9.000 1,834.54 80
8.750 1,834.54
XXXXXXXXXXX XX 00000 1 02/06/02 00
0433702297 05 04/01/02 0
89200157 O 03/01/32
0
8023592 665/U56 F 156,000.00 ZZ
360 156,000.00 4
9.500 1,311.73 80
9.250 1,311.73
XXXXXXXX XXXX XX 00000 5 02/12/02 00
0433702537 05 04/01/02 0
89200163 N 03/01/32
0
1
8023594 665/U56 F 332,000.00 ZZ
360 332,000.00 1
7.500 2,321.39 76
7.250 2,321.39
XXXXXXXXX XX 00000 2 02/07/02 00
0433702487 05 04/01/02 0
89200219 O 03/01/32
0
8023596 665/U56 F 125,000.00 ZZ
360 125,000.00 1
7.875 906.34 77
7.625 906.34
XXXX XXXX XX 00000 5 02/07/02 00
0433702503 05 04/01/02 0
89200228 O 03/01/32
0
8121414 W96/U57 F 106,443.00 ZZ
360 106,302.92 1
10.750 993.63 95
10.500 993.63
XXXXXXX XX 00000 1 01/31/02 23
0433714961 05 03/01/02 0
11022130 O 02/01/32
0
8121416 W96/U57 F 56,905.00 ZZ
360 56,885.78 1
11.250 552.70 95
11.000 552.70
XXXX XXXXX XX 00000 1 01/31/02 23
0433714979 05 03/01/02 0
11022155 N 02/01/32
0
8121418 W96/U57 F 47,500.00 ZZ
360 47,478.42 2
9.875 412.47 95
9.625 412.47
XXXX XXXXXX XX 00000 1 01/31/02 23
0433714995 05 03/01/02 0
11022183 N 02/01/32
0
8121420 W96/U57 F 60,000.00 ZZ
360 59,972.74 1
9.875 521.01 71
9.625 521.01
1
XXXXX XX 00000 5 01/31/02 00
0433715000 05 03/01/02 0
11071122 N 02/01/32
0
8121422 W96/U57 F 161,500.00 ZZ
360 161,424.66 1
9.750 1,387.53 95
9.500 1,387.53
XXXXXX XXXX XX 00000 1 02/01/02 23
0433715398 03 03/01/02 0
11071133 O 02/01/32
0
8121424 W96/U57 F 109,800.00 ZZ
360 109,767.70 3
11.875 1,118.86 90
11.625 1,118.86
XXXX XXXXX XX 00000 1 02/01/02 23
0433715018 05 03/01/02 0
11071144 N 02/01/32
0
8121426 W96/U57 F 98,550.00 ZZ
360 98,485.54 1
8.125 731.73 90
7.875 731.73
XX. XXXXX XX 00000 1 01/29/02 10
0433715026 05 03/01/02 25
11101962 N 02/01/32
0
8121428 W96/U57 F 79,000.00 ZZ
360 78,950.89 1
8.375 600.46 74
8.125 600.46
XXXXXXX XX 00000 5 01/25/02 00
0433715034 05 03/01/02 0
132010069 O 02/01/32
0
8121430 W96/U57 F 176,800.00 ZZ
360 176,155.08 1
7.000 1,176.25 92
6.750 1,176.25
XXXXXXX XX 00000 1 01/23/02 11
0433715042 03 03/01/02 25
14010827 O 02/01/32
0
1
8121432 W96/U57 F 171,209.00 ZZ
360 171,088.16 1
7.750 1,226.56 70
7.500 1,226.56
XXXXXXX XX 00000 1 01/24/02 00
0433715059 03 03/01/02 0
14020129 O 02/01/32
0
8121434 W96/U57 F 148,500.00 T
360 148,500.00 1
9.875 1,289.50 90
9.625 1,289.50
XXXXXXXXX XX 00000 2 02/11/02 23
0433715067 03 04/01/02 0
14020160 O 03/01/32
0
8121436 W96/U57 F 160,000.00 ZZ
360 159,903.07 1
8.500 1,230.26 89
8.250 1,230.26
XXXXX XXXXX XX 00000 1 01/31/02 23
0433715075 05 03/01/02 0
15010043 O 02/01/32
0
8121438 W96/U57 F 56,700.00 ZZ
360 56,655.77 1
7.250 386.79 90
7.000 386.79
XXXXXXX XX 00000 1 01/31/02 06
0433715083 05 03/01/02 25
15020004 O 02/01/32
0
8121440 W96/U57 F 49,500.00 ZZ
360 49,472.25 1
8.875 393.84 90
8.625 393.84
XXXXXXXXXXXXX XX 00000 1 01/29/02 01
0433715109 05 03/01/02 25
21090028 O 02/01/32
0
8121442 W96/U57 F 61,650.00 ZZ
240 61,554.72 2
1
8.750 544.81 90
8.500 544.81
XXXXXXXXXX XX 00000 1 01/31/02 10
0433715414 05 03/01/02 25
21110809 N 02/01/22
0
8121444 W96/U57 F 156,000.00 ZZ
360 155,897.95 1
8.125 1,158.30 80
7.875 1,158.30
XXXXXXX XX 00000 2 02/01/02 00
0433715125 05 03/01/02 0
21120078 O 02/01/32
0
8121446 W96/U57 F 95,000.00 ZZ
360 94,960.53 1
10.500 869.00 98
10.250 869.00
XXXXX XX 00000 1 01/31/02 23
0433715422 05 03/01/02 0
21120390 O 02/01/32
0
8121448 W96/U57 F 103,500.00 ZZ
360 103,428.77 4
7.875 750.45 90
7.625 750.45
XXXXXXXXXX XX 00000 1 01/30/02 10
0433715133 05 03/01/02 30
21120415 N 02/01/32
0
8121450 W96/U57 F 247,500.00 ZZ
360 247,342.18 1
8.250 1,859.38 90
8.000 1,859.38
XXXXXXXXX XX 00000 1 01/31/02 10
0433715430 05 03/01/02 25
21120433 N 02/01/32
0
8121452 W96/U57 F 46,350.00 ZZ
360 46,334.78 1
11.375 454.58 90
11.125 454.58
XXXXXXX XX 00000 1 01/31/02 10
0433715141 05 03/01/02 30
1
22010007 N 02/01/32
0
8121454 W96/U57 F 58,163.00 ZZ
360 58,139.89 1
10.500 532.04 95
10.250 532.04
XXXXXX XX 00000 1 01/31/02 23
0433715448 05 03/01/02 0
22010009 N 02/01/32
0
8121456 W96/U57 F 164,650.00 ZZ
360 164,522.82 1
7.375 1,137.20 98
7.125 1,137.20
XXXXXXX XXXXX XX 00000 1 01/30/02 11
0433715158 05 03/01/02 30
22010032 O 02/01/32
0
8121458 W96/U57 F 108,000.00 ZZ
240 108,000.00 1
7.625 878.31 90
7.375 878.31
XXXXXXX XX 00000 5 02/04/02 11
0433715174 03 04/01/02 25
22010072 O 03/01/22
0
8121460 W96/U57 F 47,000.00 ZZ
360 47,000.00 1
7.125 316.65 57
6.875 316.65
XXXX XXXXX XXXX XX 00000 2 01/29/02 00
0433715182 05 04/01/02 0
22010157 O 03/01/32
0
8121462 W96/U57 F 57,000.00 ZZ
360 56,986.21 2
12.750 619.42 95
12.500 619.42
XXXXXXX XXXXX XX 00000 1 01/31/02 23
0433715190 05 03/01/02 0
22010194 N 02/01/32
0
1
8121464 W96/U57 F 85,600.00 ZZ
360 85,538.05 2
7.625 605.87 80
7.375 605.87
XXXXXXXXXXX XX 00000 2 01/31/02 00
0433715208 05 03/01/02 0
22010212 N 02/01/32
0
8121466 W96/U57 F 132,300.00 ZZ
360 132,217.76 1
8.375 1,005.58 90
8.125 1,005.58
XX XXXXXX XX 00000 1 02/01/02 23
0433715224 05 03/01/02 0
22010268 N 02/01/32
0
8121468 W96/U57 F 118,317.00 ZZ
360 118,245.32 1
8.500 909.76 95
8.250 909.76
XXXXX XX 00000 1 01/31/02 11
0433715240 01 03/01/02 30
22010278 O 02/01/32
0
8121470 W96/U57 F 60,750.00 T
360 60,730.05 1
11.375 595.81 90
11.125 595.81
XXXXXXXXX XX 00000 1 02/04/02 23
0433715463 03 03/01/02 0
22010322 O 02/01/32
0
8121472 W96/U57 F 99,000.00 ZZ
360 98,926.53 1
7.500 692.22 85
7.250 692.22
XXXXXXXXX XX 00000 5 01/31/02 11
0433715257 05 03/01/02 12
22010351 O 02/01/32
0
8121474 W96/U57 F 103,243.00 T
360 103,164.44 1
7.375 713.07 70
7.125 713.07
1
XXXXXXXXX XX 00000 1 01/23/02 00
0433715265 03 03/01/02 0
22010392 O 02/01/32
0
8121478 W96/U57 F 49,600.00 ZZ
360 49,561.31 1
7.250 338.36 80
7.000 338.36
XXXXXXXXXXXX XX 00000 1 01/31/02 00
0433715281 05 03/01/02 0
22010404 O 02/01/32
0
8121480 W96/U57 F 72,000.00 ZZ
360 71,945.21 1
7.375 497.29 90
7.125 497.29
XXXXXXXXXX XX 00000 1 01/31/02 11
0433715299 05 03/01/02 25
22010428 N 02/01/32
0
8121482 W96/U57 F 154,850.00 ZZ
360 154,850.00 1
8.875 1,232.06 95
8.625 1,232.06
XXXXXXX XX 00000 1 02/01/02 23
0433715489 03 04/01/02 0
22010433 O 03/01/32
0
8121484 W96/U57 F 198,766.00 ZZ
360 198,629.21 1
7.875 1,441.19 90
7.625 1,441.19
XXXXX XXXXX XX 00000 1 01/30/02 11
0433715315 08 03/01/02 25
22010458 N 02/01/32
0
8121486 W96/U57 F 53,200.00 ZZ
360 52,161.49 1
7.625 376.55 64
7.375 376.55
XXXXXXXXXX XX 00000 2 01/31/02 00
0433715323 05 03/01/02 0
22010465 O 02/01/32
0
1
8121488 W96/U57 F 89,100.00 T
240 88,948.73 1
8.000 745.27 90
7.750 745.27
XXXXXXXXX XX 00000 1 01/31/02 10
0433715331 03 03/01/02 25
22010483 O 02/01/22
0
8121490 W96/U57 F 133,950.00 ZZ
360 133,902.24 1
11.000 1,275.64 95
10.750 1,275.64
XXXXXXXXX XXXXX XX 00000 1 02/01/02 23
0433715349 05 03/01/02 0
22010512 N 02/01/32
0
8121492 W96/U57 F 74,700.00 ZZ
360 74,672.63 1
10.875 704.34 90
10.625 704.34
XXXXXXX XX 00000 1 02/05/02 23
0433715356 05 03/01/02 0
22010593 O 02/01/32
0
TOTAL NUMBER OF LOANS : 2,399
TOTAL ORIGINAL BALANCE : 392,049,342.99
TOTAL PRINCIPAL BALANCE : 386,296,273.87
TOTAL ORIGINAL P+I : 2,994,483.03
TOTAL CURRENT P+I : 2,994,483.02
***************************
* END OF REPORT *
***************************
EXHIBIT F-2
GROUP II LOAN SCHEDULE
RUN ON : 03/20/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.59.50 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2002-RS2 ARM CUTOFF : 03/01/02
POOL : 0004584
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
-----------------------------------------------------------------
3056323 .2500
255,106.86 .0600
8.6250 .0000
8.3750 .2500
8.0650 .0000
8.0650 .0000
3284379 .2500
169,674.77 .0600
8.2500 .0000
8.0000 .2500
7.6900 .0000
7.6900 .0000
3284381 .2500
95,967.53 .0600
8.5000 .0000
8.2500 .2500
7.9400 .0000
7.9400 .0000
3284389 .2500
69,874.99 .0600
8.5000 .0000
8.2500 .2500
7.9400 .0000
7.9400 .0000
3621415 .2500
74,940.68 .0600
8.6250 .0000
8.3750 .2500
8.0650 .0000
8.0650 .0000
3977599 .2500
346,854.59 .0600
8.1250 .0000
7.8750 .2500
7.5650 .0000
7.5650 .0000
1
4184858 .2500
285,346.69 .0600
6.8750 .0000
6.6250 .2500
6.3150 .0000
6.3150 .0000
4326290 .2500
268,959.56 .0600
8.3750 .0000
8.1250 .2500
7.8150 .0000
7.8150 .0000
4693335 .2500
274,084.46 .0600
7.2500 .0000
7.0000 .2500
6.6900 .0000
6.6900 .0000
4693350 .2500
440,242.85 .0600
7.0000 .0000
6.7500 .2500
6.4400 .0000
6.4400 .0000
4693365 .2500
597,892.27 .0600
7.3750 .0000
7.1250 .2500
6.8150 .0000
6.8150 .0000
4693368 .2500
607,205.62 .0600
7.3750 .0000
7.1250 .2500
6.8150 .0000
6.8150 .0000
4693378 .2500
331,215.45 .0600
7.6250 .0000
7.3750 .2500
7.0650 .0000
7.0650 .0000
4693384 .2500
614,516.24 .0600
7.3750 .0000
7.1250 .2500
6.8150 .0000
6.8150 .0000
1
4693385 .2500
278,678.56 .0600
7.6250 .0000
7.3750 .2500
7.0650 .0000
7.0650 .0000
4693398 .2500
529,842.28 .0600
7.6250 .0000
7.3750 .2500
7.0650 .0000
7.0650 .0000
4693403 .2500
415,046.81 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
4693405 .2500
307,625.88 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
4693418 .2500
366,691.12 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
4693428 .2500
278,277.03 .0600
7.7500 .0000
7.5000 .2500
7.1900 .0000
7.1900 .0000
4693431 .2500
434,929.03 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
4693433 .2500
323,046.66 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
1
4693446 .2500
671,961.40 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
4693457 .2500
546,375.95 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
4693463 .2500
566,824.37 .0600
7.7500 .0000
7.5000 .2500
7.1900 .0000
7.1900 .0000
4693471 .2500
447,226.98 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
4693474 .2500
478,092.50 .0600
8.0000 .0000
7.7500 .2500
7.4400 .0000
7.4400 .0000
5266256 .3750
373,408.01 .0600
7.6250 .0000
7.2500 .2500
6.9400 .0000
6.9400 .0000
5356510 .3750
389,365.16 .0600
7.7500 .0000
7.3750 .2500
7.0650 .0000
7.0650 .0000
5420988 .3750
338,344.19 .0600
7.1250 .0000
6.7500 .2500
6.4400 .0000
6.4400 .0000
1
5490362 .5000
163,250.28 .0600
7.2500 .0000
6.7500 .2500
6.4400 .0000
6.4400 .0000
5498234 .5000
73,606.20 .0600
10.1500 .0000
9.6500 .2500
9.3400 .0000
9.3400 .0000
5537267 .5000
69,580.21 .0600
9.6250 .0000
9.1250 .2500
8.8150 .0000
8.8150 .0000
5537365 .2500
771,789.71 .0600
7.3750 .0000
7.1250 .2500
6.8150 .0000
6.8150 .0000
5537366 .2500
360,973.74 .0600
6.7500 .0000
6.5000 .2500
6.1900 .0000
6.1900 .0000
5537377 .2500
377,781.07 .0600
7.0000 .0000
6.7500 .2500
6.4400 .0000
6.4400 .0000
5537379 .2500
437,612.73 .0600
7.3750 .0000
7.1250 .2500
6.8150 .0000
6.8150 .0000
5573156 .5000
56,847.53 .0600
11.1250 .0000
10.6250 .2500
10.3150 .0000
10.3150 .0000
1
5681890 .5000
44,903.99 .0600
10.2500 .0000
9.7500 .2500
9.4400 .0000
9.4400 .0000
5726181 .5000
78,301.26 .0600
13.5000 .0000
13.0000 .2500
12.6900 .0000
12.6900 .0000
5762932 .5000
38,835.15 .0600
9.8750 .0000
9.3750 .2500
9.0650 .0000
9.0650 .0000
6179642 .5000
271,511.58 .0600
9.9900 .0000
9.4900 .2500
9.1800 .0000
9.1800 .0000
6202136 .5000
89,851.92 .0600
10.4000 .0000
9.9000 .2500
9.5900 .0000
9.5900 .0000
6217308 .5000
47,722.29 .0600
10.9500 .0000
10.4500 .2500
10.1400 .0000
10.1400 .0000
6272142 .5000
33,458.85 .0600
10.7500 .0000
10.2500 .2500
9.9400 .0000
9.9400 .0000
6274404 .5000
113,185.75 .0600
9.7500 .0000
9.2500 .2500
8.9400 .0000
8.9400 .0000
1
6378632 .5000
152,979.67 .0600
8.1250 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
6379258 .5000
166,337.39 .0600
11.6500 .0000
11.1500 .2500
10.8400 .0000
10.8400 .0000
6383678 .5000
87,553.23 .0600
8.9900 .0000
8.4900 .2500
8.1800 .0000
8.1800 .0000
6383680 .5000
60,038.85 .0600
9.9900 .0000
9.4900 .2500
9.1800 .0000
9.1800 .0000
6383804 .5000
44,934.77 .0600
10.9900 .0000
10.4900 .2500
10.1800 .0000
10.1800 .0000
6429354 .5000
25,167.16 .0600
10.1250 .0000
9.6250 .2500
9.3150 .0000
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9.1900 .0000
9.1900 .0000
1
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11.1250 .0000
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10.3150 .0000
10.3150 .0000
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10.3750 .0000
9.8750 .2500
9.5650 .0000
9.5650 .0000
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11.1250 .0000
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10.3150 .0000
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10.8750 .0000
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10.0650 .0000
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164,177.26 .0600
9.5700 .0000
9.0700 .2500
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8.7600 .0000
1
7805222 .5000
222,097.12 .0600
10.7500 .0000
10.2500 .2500
9.9400 .0000
9.9400 .0000
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336,084.02 .0600
7.9900 .0000
7.4900 .2500
7.1800 .0000
7.1800 .0000
7805228 .5000
145,470.65 .0600
10.0000 .0000
9.5000 .2500
9.1900 .0000
9.1900 .0000
7805232 .5000
67,845.82 .0600
8.8900 .0000
8.3900 .2500
8.0800 .0000
8.0800 .0000
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8.9900 .0000
8.4900 .2500
8.1800 .0000
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49,286.49 .0600
9.1900 .0000
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8.3800 .0000
8.3800 .0000
7823010 .5000
127,437.29 .0600
9.5000 .0000
9.0000 .2500
8.6900 .0000
8.6900 .0000
7827808 .5000
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7.5000 .0000
7.0000 .2500
6.6900 .0000
6.6900 .0000
1
7839290 .5000
76,313.89 .0600
10.8010 .0000
10.3010 .2500
9.9910 .0000
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292,307.61 .0600
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10.8910 .2500
10.5810 .0000
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8.5600 .0000
8.0600 .2500
7.7500 .0000
7.7500 .0000
7839302 .5000
188,834.93 .0600
10.0800 .0000
9.5800 .2500
9.2700 .0000
9.2700 .0000
7839306 .5000
142,826.82 .0600
9.7000 .0000
9.2000 .2500
8.8900 .0000
8.8900 .0000
7839318 .5000
139,309.30 .0600
9.9000 .0000
9.4000 .2500
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13.8000 .0000
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1
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10.5640 .0000
10.0640 .2500
9.7540 .0000
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7.5260 .0000
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7858740 .5000
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7.6900 .0000
7.6900 .0000
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39,898.45 .0600
12.7500 .0000
12.2500 .2500
11.9400 .0000
11.9400 .0000
7858744 .5000
109,813.26 .0600
7.9900 .0000
7.4900 .2500
7.1800 .0000
7.1800 .0000
7858750 .5000
42,072.44 .0600
9.2400 .0000
8.7400 .2500
8.4300 .0000
8.4300 .0000
1
7858752 .5000
59,765.13 .0600
10.2400 .0000
9.7400 .2500
9.4300 .0000
9.4300 .0000
7858754 .5000
64,487.47 .0600
9.2400 .0000
8.7400 .2500
8.4300 .0000
8.4300 .0000
7858756 .5000
121,101.17 .0600
10.5000 .0000
10.0000 .2500
9.6900 .0000
9.6900 .0000
7858758 .5000
457,470.03 .0600
8.6150 .0000
8.1150 .2500
7.8050 .0000
7.8050 .0000
7858760 .5000
139,927.83 .0600
9.7500 .0000
9.2500 .2500
8.9400 .0000
8.9400 .0000
7858764 .5000
59,751.73 .0600
10.5000 .0000
10.0000 .2500
9.6900 .0000
9.6900 .0000
7858766 .5000
38,943.92 .0600
7.5000 .0000
7.0000 .2500
6.6900 .0000
6.6900 .0000
7858768 .5000
124,381.49 .0600
9.1150 .0000
8.6150 .2500
8.3050 .0000
8.3050 .0000
1
7858770 .5000
225,998.60 .0600
9.4900 .0000
8.9900 .2500
8.6800 .0000
8.6800 .0000
7858772 .5000
186,415.51 .0600
10.2500 .0000
9.7500 .2500
9.4400 .0000
9.4400 .0000
7872688 .2500
148,292.81 .0600
5.8750 .0000
5.6250 .2500
5.3150 .0000
5.3150 .0000
7872692 .5000
54,761.21 .0600
8.9900 .0000
8.4900 .2500
8.1800 .0000
8.1800 .0000
7872694 .5000
34,378.67 .0600
9.7500 .0000
9.2500 .2500
8.9400 .0000
8.9400 .0000
7872696 .5000
55,951.25 .0600
9.7300 .0000
9.2300 .2500
8.9200 .0000
8.9200 .0000
7872698 .5000
53,939.05 .0600
12.1300 .0000
11.6300 .2500
11.3200 .0000
11.3200 .0000
7872700 .5000
170,709.92 .0600
11.4300 .0000
10.9300 .2500
10.6200 .0000
10.6200 .0000
1
7872702 .5000
135,614.04 .0600
8.9900 .0000
8.4900 .2500
8.1800 .0000
8.1800 .0000
7872704 .5000
64,288.01 .0600
8.7500 .0000
8.2500 .2500
7.9400 .0000
7.9400 .0000
7872706 .5000
67,627.99 .0600
8.7400 .0000
8.2400 .2500
7.9300 .0000
7.9300 .0000
7872708 .5000
49,245.00 .0600
11.4300 .0000
10.9300 .2500
10.6200 .0000
10.6200 .0000
7872710 .5000
83,196.30 .0600
11.4800 .0000
10.9800 .2500
10.6700 .0000
10.6700 .0000
7872712 .2500
362,739.77 .0600
7.8750 .0000
7.6250 .2500
7.3150 .0000
7.3150 .0000
7885278 .5000
165,514.14 .0600
9.2500 .0000
8.7500 .2500
8.4400 .0000
8.4400 .0000
7934314 .5000
27,190.03 .0600
10.8750 .0000
10.3750 .2500
10.0650 .0000
10.0650 .0000
1
7934316 .5000
27,190.03 .0600
10.8750 .0000
10.3750 .2500
10.0650 .0000
10.0650 .0000
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27,190.03 .0600
10.8750 .0000
10.3750 .2500
10.0650 .0000
10.0650 .0000
7934326 .5000
27,190.03 .0600
10.8750 .0000
10.3750 .2500
10.0650 .0000
10.0650 .0000
7947668 .5000
55,699.12 .0600
10.1500 .0000
9.6500 .2500
9.3400 .0000
9.3400 .0000
7961892 .5000
145,666.34 .0600
7.4000 .0000
6.9000 .2500
6.5900 .0000
6.5900 .0000
8003830 .5000
55,162.28 .0600
11.0000 .0000
10.5000 .2500
10.1900 .0000
10.1900 .0000
8003834 .5000
114,709.85 .0600
8.4000 .0000
7.9000 .2500
7.5900 .0000
7.5900 .0000
8003836 .5000
179,694.15 .0600
10.2500 .0000
9.7500 .2500
9.4400 .0000
9.4400 .0000
1
8003844 .5000
47,320.06 .0600
7.9500 .0000
7.4500 .2500
7.1400 .0000
7.1400 .0000
8003846 .5000
78,004.52 .0600
8.4000 .0000
7.9000 .2500
7.5900 .0000
7.5900 .0000
8003848 .5000
48,842.58 .0600
7.4500 .0000
6.9500 .2500
6.6400 .0000
6.6400 .0000
8003850 .5000
229,174.10 .0600
9.4500 .0000
8.9500 .2500
8.6400 .0000
8.6400 .0000
8003852 .5000
69,838.77 .0600
8.8000 .0000
8.3000 .2500
7.9900 .0000
7.9900 .0000
8003854 .5000
67,913.36 .0600
8.9000 .0000
8.4000 .2500
8.0900 .0000
8.0900 .0000
8003856 .5000
38,958.32 .0600
8.3500 .0000
7.8500 .2500
7.5400 .0000
7.5400 .0000
8003858 .5000
49,872.88 .0600
10.1500 .0000
9.6500 .2500
9.3400 .0000
9.3400 .0000
1
8003860 .5000
79,044.61 .0600
9.4000 .0000
8.9000 .2500
8.5900 .0000
8.5900 .0000
8003862 .5000
104,187.14 .0600
9.2000 .0000
8.7000 .2500
8.3900 .0000
8.3900 .0000
8003868 .5000
101,533.77 .0600
9.0500 .0000
8.5500 .2500
8.2400 .0000
8.2400 .0000
8003876 .5000
94,762.52 .0600
8.4000 .0000
7.9000 .2500
7.5900 .0000
7.5900 .0000
8003878 .5000
94,839.85 .0600
8.9000 .0000
8.4000 .2500
8.0900 .0000
8.0900 .0000
8003880 .5000
107,825.34 .0600
9.1000 .0000
8.6000 .2500
8.2900 .0000
8.2900 .0000
8003882 .5000
101,009.54 .0600
9.5000 .0000
9.0000 .2500
8.6900 .0000
8.6900 .0000
8003886 .5000
233,520.00 .0600
8.7500 .0000
8.2500 .2500
7.9400 .0000
7.9400 .0000
1
8003888 .5000
110,961.32 .0600
10.3500 .0000
9.8500 .2500
9.5400 .0000
9.5400 .0000
8003890 .5000
36,266.01 .0600
10.5000 .0000
10.0000 .2500
9.6900 .0000
9.6900 .0000
8003896 .5000
99,755.97 .0600
9.6500 .0000
9.1500 .2500
8.8400 .0000
8.8400 .0000
8003900 .5000
194,762.88 .0600
8.5000 .0000
8.0000 .2500
7.6900 .0000
7.6900 .0000
8003904 .5000
71,303.43 .0600
9.9500 .0000
9.4500 .2500
9.1400 .0000
9.1400 .0000
8003906 .5000
106,861.28 .0600
10.1500 .0000
9.6500 .2500
9.3400 .0000
9.3400 .0000
8003912 .5000
79,417.28 .0600
8.9500 .0000
8.4500 .2500
8.1400 .0000
8.1400 .0000
8003914 .5000
107,031.97 .0600
9.2500 .0000
8.7500 .2500
8.4400 .0000
8.4400 .0000
1
8003916 .5000
40,466.24 .0600
10.3000 .0000
9.8000 .2500
9.4900 .0000
9.4900 .0000
8003920 .5000
178,200.40 .0600
10.5000 .0000
10.0000 .2500
9.6900 .0000
9.6900 .0000
8003924 .5000
39,826.96 .0600
8.5000 .0000
8.0000 .2500
7.6900 .0000
7.6900 .0000
8003926 .5000
81,778.19 .0600
9.5000 .0000
9.0000 .2500
8.6900 .0000
8.6900 .0000
8003928 .5000
169,733.56 .0600
9.2500 .0000
8.7500 .2500
8.4400 .0000
8.4400 .0000
8003930 .5000
57,550.95 .0600
10.2000 .0000
9.7000 .2500
9.3900 .0000
9.3900 .0000
8003932 .5000
82,913.59 .0600
9.2500 .0000
8.7500 .2500
8.4400 .0000
8.4400 .0000
8003936 .5000
66,470.51 .0600
9.9900 .0000
9.4900 .2500
9.1800 .0000
9.1800 .0000
1
8003938 .5000
76,345.15 .0600
10.9900 .0000
10.4900 .2500
10.1800 .0000
10.1800 .0000
8003942 .5000
85,556.54 .0600
9.3500 .0000
8.8500 .2500
8.5400 .0000
8.5400 .0000
8003946 .5000
124,894.71 .0600
10.2500 .0000
9.7500 .2500
9.4400 .0000
9.4400 .0000
8003948 .5000
72,832.41 .0600
9.8000 .0000
9.3000 .2500
8.9900 .0000
8.9900 .0000
8003952 .5000
89,174.00 .0600
10.2000 .0000
9.7000 .2500
9.3900 .0000
9.3900 .0000
8003954 .5000
63,690.26 .0600
9.7500 .0000
9.2500 .2500
8.9400 .0000
8.9400 .0000
8003956 .5000
161,902.86 .0600
8.5500 .0000
8.0500 .2500
7.7400 .0000
7.7400 .0000
8015410 .5000
62,349.42 .0600
10.3750 .0000
9.8750 .2500
9.5650 .0000
9.5650 .0000
1
8016558 .5000
62,884.67 .0600
9.9000 .0000
9.4000 .2500
9.0900 .0000
9.0900 .0000
8016560 .5000
85,368.47 .0600
9.3400 .0000
8.8400 .2500
8.5300 .0000
8.5300 .0000
8016562 .5000
128,490.49 .0600
7.3000 .0000
6.8000 .2500
6.4900 .0000
6.4900 .0000
8016564 .5000
198,849.30 .0600
9.3500 .0000
8.8500 .2500
8.5400 .0000
8.5400 .0000
8016570 .5000
148,564.62 .0600
8.3800 .0000
7.8800 .2500
7.5700 .0000
7.5700 .0000
8016574 .5000
164,063.97 .0600
10.7800 .0000
10.2800 .2500
9.9700 .0000
9.9700 .0000
8016576 .5000
167,844.25 .0600
9.8000 .0000
9.3000 .2500
8.9900 .0000
8.9900 .0000
8016578 .5000
159,720.66 .0600
8.7300 .0000
8.2300 .2500
7.9200 .0000
7.9200 .0000
1
8016580 .5000
77,421.50 .0600
9.3800 .0000
8.8800 .2500
8.5700 .0000
8.5700 .0000
8016582 .5000
76,005.73 .0600
8.4100 .0000
7.9100 .2500
7.6000 .0000
7.6000 .0000
8016586 .5000
123,729.55 .0600
8.1300 .0000
7.6300 .2500
7.3200 .0000
7.3200 .0000
8016594 .5000
59,692.26 .0600
9.2800 .0000
8.7800 .2500
8.4700 .0000
8.4700 .0000
8016596 .5000
137,725.94 .0600
8.1000 .0000
7.6000 .2500
7.2900 .0000
7.2900 .0000
8016608 .5000
190,581.49 .0600
8.8800 .0000
8.3800 .2500
8.0700 .0000
8.0700 .0000
8016618 .5000
90,790.88 .0600
8.7200 .0000
8.2200 .2500
7.9100 .0000
7.9100 .0000
8016620 .5000
71,800.81 .0600
8.9900 .0000
8.4900 .2500
8.1800 .0000
8.1800 .0000
1
8016622 .5000
71,407.90 .0600
8.1000 .0000
7.6000 .2500
7.2900 .0000
7.2900 .0000
8016630 .5000
101,313.46 .0600
8.4800 .0000
7.9800 .2500
7.6700 .0000
7.6700 .0000
8016632 .5000
50,938.17 .0600
11.5300 .0000
11.0300 .2500
10.7200 .0000
10.7200 .0000
8016638 .5000
106,084.84 .0600
9.2900 .0000
8.7900 .2500
8.4800 .0000
8.4800 .0000
8016640 .5000
40,440.77 .0600
9.7500 .0000
9.2500 .2500
8.9400 .0000
8.9400 .0000
8016644 .5000
193,539.73 .0600
9.0500 .0000
8.5500 .2500
8.2400 .0000
8.2400 .0000
8016646 .5000
35,963.00 .0600
11.4500 .0000
10.9500 .2500
10.6400 .0000
10.6400 .0000
8016648 .5000
159,748.14 .0600
9.2300 .0000
8.7300 .2500
8.4200 .0000
8.4200 .0000
1
8016650 .5000
31,921.50 .0600
10.5900 .0000
10.0900 .2500
9.7800 .0000
9.7800 .0000
8016654 .5000
89,854.45 .0600
9.1000 .0000
8.6000 .2500
8.2900 .0000
8.2900 .0000
8016658 .5000
81,251.49 .0600
6.0000 .0000
5.5000 .2500
5.1900 .0000
5.1900 .0000
8016662 .5000
75,918.88 .0600
9.1300 .0000
8.6300 .2500
8.3200 .0000
8.3200 .0000
8016664 .5000
185,206.62 .0600
9.2400 .0000
8.7400 .2500
8.4300 .0000
8.4300 .0000
8016666 .5000
39,064.65 .0600
9.9200 .0000
9.4200 .2500
9.1100 .0000
9.1100 .0000
8016670 .5000
169,416.44 .0600
9.4900 .0000
8.9900 .2500
8.6800 .0000
8.6800 .0000
8016672 .5000
62,932.04 .0600
9.0800 .0000
8.5800 .2500
8.2700 .0000
8.2700 .0000
1
8016674 .5000
94,384.96 .0600
9.0700 .0000
8.5700 .2500
8.2600 .0000
8.2600 .0000
8016676 .5000
204,575.26 .0600
9.9900 .0000
9.4900 .2500
9.1800 .0000
9.1800 .0000
8016678 .5000
124,065.37 .0600
9.0700 .0000
8.5700 .2500
8.2600 .0000
8.2600 .0000
8016680 .5000
175,363.06 .0600
9.5200 .0000
9.0200 .2500
8.7100 .0000
8.7100 .0000
8016682 .5000
315,206.86 .0600
8.3800 .0000
7.8800 .2500
7.5700 .0000
7.5700 .0000
8016684 .5000
143,582.64 .0600
8.4400 .0000
7.9400 .2500
7.6300 .0000
7.6300 .0000
8016686 .5000
202,652.82 .0600
8.8300 .0000
8.3300 .2500
8.0200 .0000
8.0200 .0000
8016688 .5000
114,320.70 .0600
9.2600 .0000
8.7600 .2500
8.4500 .0000
8.4500 .0000
1
8016690 .5000
189,715.57 .0600
9.5800 .0000
9.0800 .2500
8.7700 .0000
8.7700 .0000
8154524 .5000
190,145.15 .0600
9.9900 .0000
9.4900 .2500
9.1800 .0000
9.1800 .0000
8154526 .5000
296,749.85 .0600
10.2500 .0000
9.7500 .2500
9.4400 .0000
9.4400 .0000
8154530 .5000
47,853.16 .0600
8.8750 .0000
8.3750 .2500
8.0650 .0000
8.0650 .0000
8183530 .5000
396,721.46 .0600
9.0000 .0000
8.5000 .2500
8.1900 .0000
8.1900 .0000
8183532 .5000
398,888.00 .0600
7.8750 .0000
7.3750 .2500
7.0650 .0000
7.0650 .0000
TOTAL NUMBER OF LOANS: 540
TOTAL BALANCE........: 77,873,073.56
RUN ON : 03/20/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.59.50 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2002-RS2 ARM FIXED SUMMARY REPORT CUTOFF : 03/01/02
POOL : 0004584
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 9.0606 5.8750 13.8000
RFC NET RATE 8.6095 5.5000 13.3000
NET MTG RATE(INVSTR RATE) 8.2995 5.1900 12.9900
POST STRIP RATE 8.2995 5.1900 12.9900
SUB SERV FEE .4510 .2500 .5000
MSTR SERV FEE .0600 .0600 .0600
ALL EXP .0000 .0000 .0000
MISC EXP .2500 .2500 .2500
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 540
TOTAL BALANCE........: 77,873,073.56
***************************
* END OF REPORT *
***************************
RUN ON : 03/20/02 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 11.59.50 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2002-RS2 ARM CUTOFF : 03/01/02
POOL : 0004584
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ORIG RATE ORIGINAL P+I LTV
CURR NET CURRENT P+I
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
3056323 K15/G61 A 260,750.00 ZZ
360 255,106.86 1
8.625 2,028.09 95
8.375 2,028.09
XXXXXXX XX 00000 1 09/20/99 14
0001204650 09 11/01/99 30
6578777 O 10/01/29
0
3284379 526/686 A 172,800.00 ZZ
360 169,674.77 4
8.250 1,298.19 90
8.000 1,298.19
XXXXXXX-XXXXXXX XX 00000 1 12/20/99 12
6103893928 05 02/01/00 25
0389392 N 01/01/30
0
3284381 526/686 A 97,650.00 ZZ
360 95,967.53 1
8.500 750.85 90
8.250 750.85
XXXXXXX XX 00000 1 12/27/99 01
6103897903 05 02/01/00 25
0389790 N 01/01/30
0
3284389 526/686 A 71,100.00 ZZ
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1
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0
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130950 O 11/20/31
0
8003850 K52/U56 A 229,500.00 ZZ
360 229,174.10 1
1
9.450 1,921.40 90
8.950 1,921.40
XXXXXXXX XX 00000 5 01/10/02 00
0433696986 05 02/20/02 0
131576 O 01/20/32
0
8003852 K52/U56 A 70,000.00 ZZ
360 69,838.77 1
8.800 553.20 100
8.300 553.20
XXXX XXXXX XX 00000 1 11/09/01 00
0433696994 05 12/18/01 0
131618 O 11/18/31
0
8003854 K52/U56 A 68,000.00 ZZ
360 67,913.36 1
8.900 542.26 100
8.400 542.26
XXXXXXXXX XX 00000 5 12/21/01 23
0433697430 05 02/01/02 0
131768 O 01/01/32
0
8003856 K52/U56 A 39,040.00 ZZ
360 38,958.32 1
8.350 296.05 80
7.850 296.05
XXXXXX XX 00000 1 12/14/01 23
0433697018 05 01/19/02 0
132393 O 12/19/31
0
8003858 K52/U56 A 49,950.00 ZZ
360 49,872.88 1
10.150 443.90 90
9.650 443.90
XXXXXXXXXXX XX 00000 5 11/21/01 00
0433697026 05 01/03/02 0
132632 O 12/03/31
0
8003860 K52/U56 A 79,200.00 ZZ
360 79,044.61 1
9.400 660.19 90
8.900 660.19
XXXXXXXXX XX 00000 1 12/07/01 00
0433697034 05 01/12/02 0
1
133126 O 12/12/31
0
8003862 K52/U56 A 104,400.00 ZZ
360 104,187.14 1
9.200 855.10 90
8.700 855.10
XXXXXXXXXX XX 00000 1 12/05/01 00
0433697042 05 01/10/02 0
133232 O 12/10/31
0
8003868 K52/U56 A 101,700.00 ZZ
360 101,533.77 1
9.050 821.97 90
8.550 821.97
XXXXXXXXXXXXX XX 00000 5 11/26/01 23
0433697463 05 01/05/02 0
134431 O 12/05/31
0
8003876 K52/U56 A 95,000.00 ZZ
360 94,762.52 1
8.400 723.75 100
7.900 723.75
XXXXXXX XX 00000 1 11/20/01 00
0433697059 05 12/25/01 0
136305 O 11/25/31
0
8003878 K52/U56 A 95,000.00 ZZ
360 94,839.85 1
8.900 757.57 100
8.400 757.57
XXXXXXXX XX 00000 1 11/30/01 00
0433697067 05 01/05/02 0
136407 O 12/05/31
0
8003880 K52/U56 A 108,000.00 ZZ
360 107,825.34 1
9.100 876.78 90
8.600 876.78
XXXXXXXXXX XX 00000 2 11/26/01 23
0433697489 05 01/05/02 0
137010 O 12/05/31
0
1
8003882 K52/U56 A 101,160.00 ZZ
360 101,009.54 1
9.500 850.61 80
9.000 850.61
XXXXXXX XX 00000 1 11/29/01 00
0433697075 05 01/04/02 0
137404 O 12/04/31
0
8003886 K52/U56 A 233,790.00 ZZ
360 233,520.00 1
8.750 1,839.23 90
8.250 1,839.23
XXXXX XXXXXX XX 00000 1 12/21/01 00
0433697083 05 02/01/02 0
138207 O 01/01/32
0
8003888 K52/U56 A 111,150.00 ZZ
360 110,961.32 1
10.350 1,004.29 95
9.850 1,004.29
XXXXXXXXX XX 00000 1 12/21/01 00
0433697091 05 01/26/02 0
139439 O 12/26/31
0
8003890 K52/U56 A 36,295.00 ZZ
360 36,266.01 1
10.500 332.01 85
10.000 332.01
XXXXXXX XXXXX XX 00000 1 12/28/01 00
0433697109 05 02/02/02 0
139724 O 01/02/32
0
8003896 K52/U56 A 99,900.00 ZZ
360 99,755.97 1
9.650 850.97 90
9.150 850.97
XXXXXX XX 00000 1 12/03/01 23
0433697497 05 01/09/02 0
140720 O 12/09/31
0
8003900 K52/U56 A 195,000.00 ZZ
360 194,762.88 1
8.500 1,499.39 100
8.000 1,499.39
1
XXXXXXXXXXX XX 00000 5 12/20/01 00
0433697117 05 02/01/02 0
141114 O 01/01/32
0
8003904 K52/U56 A 71,400.00 ZZ
360 71,303.43 1
9.950 623.95 85
9.450 623.95
XXXXXXX XX 00000 1 12/13/01 00
0433697125 05 01/18/02 0
141349 O 12/18/31
0
8003906 K52/U56 A 107,000.00 ZZ
360 106,861.28 1
10.150 950.89 100
9.650 950.89
XXXXXXXXXXXX XX 00000 1 11/30/01 00
0433697133 05 01/05/02 0
141649 O 12/05/31
0
8003912 K52/U56 A 79,550.00 ZZ
360 79,417.28 1
8.950 637.22 100
8.450 637.22
XXXXXXXXX XX 00000 1 11/30/01 00
0433697141 05 01/05/02 0
142598 O 12/05/31
0
8003914 K52/U56 A 107,200.00 ZZ
360 107,031.97 1
9.250 881.91 80
8.750 881.91
XXXXXXX XX 00000 2 11/30/01 00
0433697166 05 01/10/02 0
142885 O 12/10/31
0
8003916 K52/U56 A 40,500.00 ZZ
360 40,466.24 1
10.300 364.43 90
9.800 364.43
XXXXX XX 00000 5 01/16/02 00
0433697182 05 02/27/02 0
143174 O 01/27/32
0
1
8003920 K52/U56 A 178,415.00 ZZ
360 178,200.40 1
10.500 1,632.04 85
10.000 1,632.04
XXXXXXXXXXXX XX 00000 1 12/20/01 00
0433697190 05 01/25/02 0
143765 O 12/25/31
0
8003924 K52/U56 A 39,900.00 ZZ
360 39,826.96 1
8.500 306.80 95
8.000 306.80
XXXXXX XX 00000 1 12/12/01 00
0433697208 05 01/17/02 0
143881 O 12/17/31
0
8003926 K52/U56 A 81,900.00 ZZ
360 81,778.19 1
9.500 688.66 90
9.000 688.66
XXXXXXXX XX 00000 5 12/13/01 00
0433697216 05 01/23/02 0
144187 O 12/23/31
0
8003928 K52/U56 A 170,000.00 ZZ
360 169,733.56 1
9.250 1,398.55 100
8.750 1,398.55
XXXXXXXX XX 00000 2 12/17/01 00
0433697224 05 01/26/02 0
144729 O 12/26/31
0
8003930 K52/U56 A 57,600.00 ZZ
360 57,550.95 1
10.200 514.02 80
9.700 514.02
XXXXXXX XX 00000 5 12/17/01 00
0433697232 05 02/01/02 0
145976 O 01/01/32
0
8003932 K52/U56 A 83,000.00 ZZ
360 82,913.59 1
1
9.250 682.83 98
8.750 682.83
XXXXXXXXX XX 00000 5 12/19/01 23
0433697562 05 02/01/02 0
146149 O 01/01/32
0
8003936 K52/U56 A 66,500.00 ZZ
360 66,470.51 1
9.990 583.10 83
9.490 583.10
XXXXXX XX 00000 5 02/01/02 00
0433697240 01 03/11/02 0
148434 O 02/11/32
0
8003938 K52/U56 A 76,400.00 ZZ
360 76,345.15 1
10.990 727.00 80
10.490 727.00
XXXXXXXXX XX 00000 5 12/21/01 00
0433697265 05 02/01/02 0
148723 O 01/01/32
0
8003942 K52/U56 A 85,600.00 ZZ
360 85,556.54 1
9.350 710.43 80
8.850 710.43
XXXXXXX XX 00000 5 01/10/02 00
0433697273 05 03/01/02 0
149412 O 02/01/32
0
8003946 K52/U56 A 125,000.00 ZZ
360 124,894.71 1
10.250 1,120.13 100
9.750 1,120.13
XXXXXXXXX XX 00000 5 12/27/01 00
0433697281 05 02/07/02 0
150497 O 01/07/32
0
8003948 K52/U56 A 72,900.00 ZZ
360 72,832.41 1
9.800 629.01 90
9.300 629.01
XXXXXXXX XX 00000 5 01/10/02 00
0433697299 05 02/24/02 0
1
152187 O 01/24/32
0
8003952 K52/U56 A 89,250.00 ZZ
360 89,174.00 1
10.200 796.46 85
9.700 796.46
XXXXXXX XX 00000 1 01/11/02 23
0433697588 05 02/16/02 0
154289 O 01/16/32
0
8003954 K52/U56 A 63,750.00 ZZ
360 63,690.26 1
9.750 547.72 85
9.250 547.72
XXXXXXXXX XX 00000 1 01/18/02 00
0433697307 05 02/27/02 0
154382 O 01/27/32
0
8003956 K52/U56 A 162,000.00 ZZ
360 161,902.86 1
8.550 1,251.39 90
8.050 1,251.39
XXX'X XXXXXX XX 00000 1 02/07/02 00
0433697604 05 03/12/02 0
162409 O 02/12/32
0
8015410 T24/U57 A 62,560.00 ZZ
360 62,349.42 1
10.375 566.42 90
9.875 566.42
XXXXXXXXX XX 00000 1 06/20/01 23
0433698669 05 08/01/01 0
9863907 O 07/01/31
0
8016558 Q82/U56 A 63,000.00 ZZ
360 62,884.67 1
9.900 548.23 90
9.400 548.23
XXXXXXX XX 00000 2 11/02/01 23
0433698842 05 12/07/01 0
201001106984 O 11/07/31
0
1
8016560 Q82/U56 A 85,500.00 ZZ
360 85,368.47 1
9.340 708.98 90
8.840 708.98
XXXXXXX XX 00000 5 11/30/01 23
0433698859 05 01/05/02 0
201001107684 O 12/05/31
0
8016562 Q82/U56 A 128,892.35 ZZ
360 128,490.49 1
7.300 883.65 102
6.800 883.65
XXXX XXXXX XX 00000 5 11/08/01 23
0433698867 05 12/14/01 0
201001107692 O 11/14/31
0
8016564 Q82/U56 A 199,155.00 ZZ
360 198,849.30 1
9.350 1,652.86 85
8.850 1,652.86
XXXXXXXXXX XX 00000 5 12/20/01 23
0433698875 05 01/26/02 0
201001107976 O 12/26/31
0
8016570 Q82/U56 A 148,750.00 ZZ
360 148,564.62 1
8.380 1,131.14 85
7.880 1,131.14
XXXXXX XX 00000 5 12/27/01 23
0433698891 05 02/02/02 0
201001119819 O 01/02/32
0
8016574 Q82/U56 A 164,250.00 ZZ
360 164,063.97 1
10.780 1,536.95 75
10.280 1,536.95
XXXXX XX 00000 5 12/19/01 00
0433698693 05 01/26/02 0
201001121760 O 12/26/31
0
8016576 Q82/U56 A 168,000.00 ZZ
360 167,844.25 1
9.800 1,449.56 100
9.300 1,449.56
1
XXXXXXXXX XX 00000 1 01/18/02 23
0433698909 03 02/22/02 0
201001122417 O 01/22/32
0
8016578 Q82/U56 A 160,000.00 ZZ
360 159,720.66 1
8.730 1,256.44 99
8.230 1,256.44
XXXXXXX XX 00000 2 12/21/01 23
0433698917 05 01/27/02 0
201001122452 O 12/27/31
0
8016580 Q82/U56 A 77,500.00 ZZ
360 77,421.50 1
9.380 644.89 100
8.880 644.89
XXXXXXXXX XX 00000 5 12/31/01 23
0433698925 05 02/07/02 0
201001122519 O 01/07/32
0
8016582 Q82/U56 A 76,100.00 ZZ
360 76,005.73 1
8.410 580.30 88
7.910 580.30
XXXXXX XX 00000 5 12/28/01 23
0433698933 05 02/03/02 0
201001122685 O 01/03/32
0
8016586 Q82/U56 A 124,225.00 ZZ
360 123,729.55 1
8.130 922.81 67
7.630 922.81
XXXXXX XX 00000 5 09/20/01 00
0433698719 05 10/25/01 0
202001099808 O 09/25/31
0
8016594 Q82/U56 A 59,817.00 ZZ
360 59,692.26 1
9.280 493.41 89
8.780 493.41
XXXXXXXXX XX 00000 1 11/02/01 23
0433698958 05 12/02/01 0
202001101505 O 11/02/31
0
1
8016596 Q82/U56 A 138,000.00 ZZ
360 137,725.94 1
8.100 1,022.24 100
7.600 1,022.24
XXXXXXXXX XX 00000 2 12/20/01 23
0433698966 05 01/26/02 0
202001123799 O 12/26/31
0
8016608 Q82/U56 A 190,796.00 ZZ
360 190,581.49 1
8.880 1,518.75 100
8.380 1,518.75
XXXXXX XXXXXX XX 00000 5 12/21/01 23
0433698974 05 02/01/02 0
203001110170 O 01/01/32
0
8016618 Q82/U56 A 90,950.00 ZZ
360 90,790.88 1
8.720 713.56 85
8.220 713.56
XXXXXXXXXXX XX 00000 5 12/20/01 23
0433698982 27 01/26/02 0
205001107222 O 12/26/31
0
8016620 Q82/U56 A 72,250.00 ZZ
360 71,800.81 1
8.990 580.83 85
8.490 580.83
XXXXXX XX 00000 5 11/21/01 23
0433698990 05 12/21/01 0
205001108111 O 11/21/31
0
8016622 Q82/U56 A 71,550.00 ZZ
360 71,407.90 1
8.100 530.01 90
7.600 530.01
WILLIAMSBURG OH 45176 1 12/11/01 23
0433699014 05 01/11/02 0
205001119328 O 12/11/31
0
8016630 Q82/U56 A 101,500.00 ZZ
360 101,313.46 1
1
8.480 779.01 102
7.980 779.01
WEST MILTON OH 45383 5 12/21/01 23
0433699030 05 01/27/02 0
205001121596 O 12/27/31
0
8016632 Q82/U56 A 51,000.00 ZZ
360 50,938.17 1
11.530 506.22 85
11.030 506.22
COLUMBUS OH 43211 5 01/10/02 23
0433699055 05 02/15/02 0
205002012640 O 01/15/32
0
8016638 Q82/U56 A 106,250.00 ZZ
360 106,084.84 1
9.290 877.18 85
8.790 877.18
CHICAGO IL 60619 5 12/13/01 23
0433699071 05 01/18/02 0
207001126493 O 12/18/31
0
8016640 Q82/U56 A 40,500.00 ZZ
360 40,440.77 1
9.750 347.96 90
9.250 347.96
DANVILLE IL 61832 1 12/21/01 23
0433699089 05 01/21/02 0
207001126524 O 12/21/31
0
8016644 Q82/U56 A 193,750.00 ZZ
360 193,539.73 1
9.050 1,565.94 95
8.550 1,565.94
DES PLAINES IL 60016 5 12/31/01 23
0433699105 05 02/07/02 0
207001127006 O 01/07/32
0
8016646 Q82/U56 A 36,000.00 ZZ
360 35,963.00 1
11.450 355.14 80
10.950 355.14
DETROIT MI 48208 5 12/03/01 00
0433698727 05 01/07/02 0
1
208001110722 O 12/07/31
0
8016648 Q82/U56 A 160,000.00 ZZ
360 159,748.14 1
9.230 1,313.97 100
8.730 1,313.97
FARMINGTON HILL MI 48336 5 12/21/01 23
0433699121 05 01/27/02 0
208001121100 O 12/27/31
0
8016650 Q82/U56 A 32,000.00 ZZ
360 31,921.50 1
10.590 294.88 80
10.090 294.88
PONTIAC MI 48341 5 12/21/01 00
0433698743 05 01/21/02 0
208001121204 N 12/21/31
0
8016654 Q82/U56 A 90,000.00 ZZ
360 89,854.45 1
9.100 730.65 90
8.600 730.65
BOSQUE FARMS NM 87042 5 12/13/01 23
0433699154 05 01/18/02 0
210001107416 O 12/18/31
0
8016658 Q82/U56 A 81,570.00 ZZ
360 81,251.49 1
6.000 489.06 99
5.500 489.06
DE SOTO MO 63020 5 11/28/01 23
0433699162 05 01/05/02 0
221001113736 O 12/05/31
0
8016662 Q82/U56 A 76,000.00 ZZ
360 75,918.88 1
9.130 618.64 100
8.630 618.64
KEWANEE IL 61443 5 12/20/01 23
0433699170 05 02/01/02 0
221001123940 O 01/01/32
0
1
8016664 Q82/U56 A 185,400.00 ZZ
360 185,206.62 1
9.240 1,523.90 90
8.740 1,523.90
LEWES DE 19958 5 12/11/01 23
0433699196 05 02/01/02 0
222001125101 O 01/01/32
0
8016666 Q82/U56 A 39,100.00 ZZ
360 39,064.65 1
9.920 340.83 85
9.420 340.83
MONESSEN PA 15062 5 12/31/01 23
0433699204 05 02/07/02 0
222001125210 O 01/07/32
0
8016670 Q82/U56 A 169,500.00 ZZ
360 169,416.44 1
9.490 1,424.02 100
8.990 1,424.02
LEBANON OR 97355 1 01/15/02 23
0433699212 05 03/01/02 0
223002013554 O 02/01/32
0
8016672 Q82/U56 A 63,000.00 ZZ
360 62,932.04 1
9.080 510.55 90
8.580 510.55
ALTAMONTE SPRIN FL 32701 1 01/16/02 23
0433699220 05 02/16/02 0
225001125796 O 01/16/32
0
8016674 Q82/U56 A 94,500.00 ZZ
360 94,384.96 1
9.070 765.14 90
8.570 765.14
PHOENIX AZ 85041 5 12/03/01 23
0433699238 05 02/01/02 0
226001114981 O 01/01/32
0
8016676 Q82/U56 A 204,850.00 ZZ
360 204,575.26 1
9.990 1,796.20 85
9.490 1,796.20
1
PHOENIX AZ 85050 5 11/26/01 23
0433699246 05 01/01/02 0
226001115210 O 12/01/31
0
8016678 Q82/U56 A 124,200.00 ZZ
360 124,065.37 1
9.070 1,005.61 90
8.570 1,005.61
PHOENIX AZ 85032 1 12/28/01 23
0433699253 05 02/01/02 0
226001115213 O 01/01/32
0
8016680 Q82/U56 A 175,449.00 ZZ
360 175,363.06 1
9.520 1,477.84 100
9.020 1,477.84
PHOENIX AZ 85008 1 01/16/02 23
0433699261 03 03/01/02 0
226002015932 O 02/01/32
0
8016682 Q82/U56 A 316,000.00 ZZ
360 315,206.86 1
8.380 2,402.95 100
7.880 2,402.95
BLAINE MN 55434 1 11/16/01 23
0433699287 05 12/16/01 0
228001117528 O 11/16/31
0
8016684 Q82/U56 A 143,900.00 ZZ
360 143,582.64 1
8.440 1,100.36 100
7.940 1,100.36
COLUMBIA HEIGHT MN 55421 1 12/28/01 23
0433699295 05 01/28/02 0
228001128178 O 12/28/31
0
8016686 Q82/U56 A 203,000.00 ZZ
360 202,652.82 1
8.830 1,608.62 100
8.330 1,608.62
FAIRFIELD CA 94533 1 11/21/01 23
0433699311 05 01/01/02 0
229001110531 O 12/01/31
0
1
8016688 Q82/U56 A 114,500.00 ZZ
360 114,320.70 1
9.260 942.80 100
8.760 942.80
DECATUR GA 30032 1 12/07/01 23
0433699337 05 01/10/02 0
233001118528 O 12/10/31
0
8016690 Q82/U56 A 189,900.00 ZZ
360 189,715.57 1
9.580 1,607.88 100
9.080 1,607.88
ROSWELL GA 30075 1 01/09/02 23
0433699345 05 02/10/02 0
233001120379 O 01/10/32
0
8154524 W78/U57 A 190,400.00 ZZ
360 190,145.15 1
9.990 1,669.49 80
9.490 1,669.49
SNELLVILLE GA 30039 1 11/28/01 00
0433719572 05 01/01/02 0
50013944 O 12/01/31
0
8154526 W78/U57 A 297,000.00 ZZ
360 296,749.85 1
10.250 2,661.42 90
9.750 2,661.42
AUGUSTA GA 30904 5 12/18/01 23
0433719655 05 02/01/02 0
50015926 O 01/01/32
0
8154530 U45/U57 A 47,880.00 ZZ
360 47,853.16 1
8.875 380.95 95
8.375 380.95
MALVERN OH 44644 1 01/30/02 23
0433725843 05 03/01/02 0
6195380914 O 02/01/32
0
8183530 R78/U57 A 397,600.00 ZZ
360 396,721.46 1
1
9.000 3,199.18 80
8.500 3,199.18
UNION CITY CA 94587 5 10/17/01 00
0433721628 05 12/01/01 0
7000008 O 11/01/31
0
8183532 R78/U57 A 400,000.00 ZZ
360 398,888.00 1
7.875 2,900.28 80
7.375 2,900.28
OAKLAND CA 94611 1 10/18/01 00
0433721594 05 12/01/01 0
7000020 O 11/01/31
0
TOTAL NUMBER OF LOANS : 540
TOTAL ORIGINAL BALANCE : 78,838,545.95
TOTAL PRINCIPAL BALANCE : 77,873,073.56
TOTAL ORIGINAL P+I : 638,294.36
TOTAL CURRENT P+I : 638,294.36
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
--------------------------------
Name
Title
Date
G-1
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
2002-RS2, Class R-_ (the "Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of __________________] [the
United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R-_ Certificates, and (iii) is
acquiring the Class R-_ Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class R-_ Certificates to disqualified organizations
under the Code, that applies to all transfers of Class R-_ Certificates after
March 31, 1988; (ii) that such tax would be on the transferor, or, if such
transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not a
disqualified organization and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that the Class R-_
Certificates may be "noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R-_ Certificates if at any time during the taxable year of the
pass-through entity a disqualified
H-1-1
organization is the record holder of an interest in such entity. (For this
purpose, a "pass through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register
the transfer of any Class R-_ Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class R-_ Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class R-_ Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R-_ Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ___________.
9. This affidavit and agreement relates only to the Class R-_
Certificates held by the Owner and not to any other holder of the Class R-_
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R-_ Certificates.
10. That no purpose of the Owner relating to the transfer of
any of the Class R-_ Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
R-_ Certificate that the Owner intends to pay taxes associated with holding such
Class R-_ Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R-_
Certificate.
12. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R-_ Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United
H-1-2
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
14. The Owner hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master Servicer that the
following statements in (a) or (b) are accurate: (a) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA; or
(b) The purchase of Certificates is permissible under
applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code, will not subject the Company, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement and, with respect to each source of funds
("Source") being used by the Purchaser to acquire the Certificates, each of the
following statements are accurate: (a) the Purchaser is an insurance company;
(b) the Source is assets of the Purchaser's "general account;" (c) the
conditions set forth in Sections I and III of Prohibited Transaction Class
Exemption ("PTCE") 95-60 issued by the DOL have been satisfied and the purchase,
holding and transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and (d) the amount of reserves and liabilities for such
general account contracts held by or on behalf of any Plan do not exceed 10% of
the total reserves and liabilities of such general account plus surplus as of
the date hereof (for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are deemed to be a
single Plan) in connection with its purchase and holding of such Certificates;
or
(c) The Owner will provide the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a), (b) or (c)
above.
H-1-3
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
H-1-4
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 200__.
[NAME OF OWNER]
By:
------------------------
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of
________________, 200__.
NOTARY PUBLIC
COUNTY OF STATE OF My
Commission expires the ____
day of _______________,
20__.
H-1-5
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
_______________, 200__
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, Minnesota 55437
Bank One, National Association
1 Bank One Plaza - Suite IL1-0481
Chicago, Illinois 60670-0481
Attention: Residential Funding Corporation Series 2002-RS2
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2002-RS2, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RS2, Class R (the "Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of March 1, 2002 among Residential Asset Mortgage
Products, Inc., as seller (the "Company"), Residential Funding Corporation, as
master servicer, and Bank One, National Association, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee
that:
1. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit H-1. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser
H-2-1
has historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
H-2-2
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
______________, 20__
Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437
Bank One, National Association
1 Bank One Plaza - Suite IL1-0481
Chicago, Illinois 60670-0481
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 2002-RS2
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2002-RS2, [Class SB- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RS2, Class SB-__ (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 2002 among Residential Asset Mortgage Products, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer"), and Bank One, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Company, the
Trustee and the Master Servicer that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Company is not
required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified
pursuant to the provisions of the Act or any state securities
law, or if an exemption from such registration and
qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to
the foregoing effect.
I-1
2. The Purchaser is acquiring the Certificates for
its own account for investment only and not with a view to or
for sale in connection with any distribution thereof in any
manner that would violate the Act or any applicable state
securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 20__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company
did not participate in or facilitate in any way the purchase
of the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and
not to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or any other similar security from any person in any manner,
(c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of
(a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant
I-2
thereto. The Purchaser will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master
Servicer that the following statements in (a) or (b) are
correct:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of any
Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company; the source
of the funds being used by the Purchaser to acquire the
Certificates is assets of the Purchaser's "general account";
the conditions set forth in Sections 1 and 3 of the Prohibited
Transaction Class Exemption ("PTCE") 95-60 issued by the DOL
have been satisfied and the purchase, holding and transfer of
Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any
Plan do not exceed 10% of the total reserves and liabilities
of such general account plus surplus as of the date hereof
(for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase
and holding of such Certificates; or
(c) has provided the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and
in form and substance satisfactory to the Trustee, the Company
and the Master Servicer to the effect that the purchase of
Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject
the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
I-3
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless either such Plan or person meets the requirements set forth in
either (a), (b) or (c) above.
Very truly yours,
(Purchaser)
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
I-4
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
, 20
Residential Asset Mortgage Products, Inc
8400 Normandale Lake Boulevard
Suite 250
Minneapolis, MN 55437
Bank One, National Association
1 Bank One Plaza - Suite IL1-0481
Chicago, Illinois 60670-0481
Attention: Residential Funding Corporation Series 2002-RS2
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2002-RS2, [Class SB-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-RS2, Class SB-__ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of March 1, 2002 among Residential Asset
Mortgage Products, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bank One, National Association, as trustee
(the "Trustee"). The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner
J-1
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
J-2
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class SB Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class SB Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class SB Certificateholders in the
same manner as if such amount were to be distributed pursuant to Section
4.02(a); provided, however, that the amount of such demand in respect of any
Distribution Date shall in no event be greater than the sum of (i) the
additional amount of Accrued Certificate Interest that would have been paid for
the Class SB Certificateholders on such Distribution Date had such Realized Loss
or Losses not occurred plus (ii) the amount of the reduction in the Certificate
Principal Balances of the Class SB Certificates on such Distribution Date due to
such Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class SB
Certificates will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be
made prior to the later of the third Business Day prior to each Distribution
Date or the related Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount
K-1
Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate Principal Balances of
the Class SB Certificates, or such lower amount as may be established pursuant
to Section 12.02. Residential Funding's obligations as described in this Section
are referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class SB Certificateholders.
(f) The Company shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class SB Certificates at the request of the Company that such substitution shall
not lower the rating on the Class SB Certificates below the lesser of (a) the
then-current rating assigned to the Class SB Certificates by such rating agency
and (b) the original rating assigned to the Class SB Certificates
K-2
by such rating agency. Any replacement of the Limited Guaranty or Subordinate
Certificate Loss Obligation pursuant to this Section shall be accompanied by a
written Opinion of Counsel to the substitute guarantor or obligor, addressed to
the Master Servicer and the Trustee, that such substitute instrument constitutes
a legal, valid and binding obligation of the substitute guarantor or obligor,
enforceable in accordance with its terms, and concerning such other matters as
the Master Servicer and the Trustee shall reasonably request. Neither the
Company, the Master Servicer nor the Trustee shall be obligated to substitute
for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation
under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class SB Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class SB Certificates below the lesser of (a) the
then-current rating assigned to the Class SB Certificates by such rating agency
and (b) the original rating assigned to the Class SB Certificates by such rating
agency, unless (A) the Holder of 100% of the Class SB Certificates is
Residential Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in accordance with
Section 11.01(e) and, provided further that the Company obtains (subject to the
provisions of Section 10.01(f) as if the Company was substituted for the Master
Servicer solely for the purposes of such provision), in the case of a material
amendment or supersession (but not a reduction, cancellation or deletion of the
Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment or supersession will not cause either (a) any federal tax to
be imposed on the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
K-3
EXHIBIT L
FORM OF LIMITED GUARANTY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Mortgage Asset-Backed Pass-Through Certificates
Series 2002-RS2
_______________, 200__
Bank One, National Association
1 Bank Xxx Xxxxx - Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 2002-RS2
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section 12.01 of the Pooling and
Servicing Agreement dated as of March 1, 2002 (the "Servicing Agreement"), among
Residential Asset Mortgage Products, Inc. (the "Company"), Residential Funding
and Bank One, National Association (the "Trustee") as amended by Amendment No.
___ thereto, dated as of ________, with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-RS2 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class SB
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential
L-1
Funding to perform its Subordinate Certificate Loss Obligation when and as the
same arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part
of Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any defective
or partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited
Guaranty may be modified, amended or terminated only by the written agreement of
GMAC and the Trustee and only if such modification, amendment or termination is
permitted under Section 12.02 of the Servicing Agreement. The obligations of
GMAC under this Limited Guaranty shall continue and remain in effect so long as
the Servicing Agreement is not modified or amended in any way that might affect
the obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
L-2
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
-------------------------------------
Name:
-----------------------------------
Title:
---------------------------------
Acknowledged by:
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
RESIDENTIAL FUNDING CORPORATION
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
L-3
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 20____
Residential Asset Mortgage
Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
1 Bank Xxx Xxxxx - Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Funding Corporation Series 2002-RS2
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RS2
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the
assignment by _________________ (the "Trustee") to _______________________ (the
"Lender") of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d)
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 2002 among Residential Asset Mortgage Products, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
M-1
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
M-2
EXHIBIT N
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including
numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with,
the Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of March 1, 2002 among
Residential Funding Corporation as Master Servicer, Residential Asset Mortgage
Products, Inc. as depositor pursuant to Section 5.02 of the Agreement and Bank
One, National Association, as trustee, as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or the
securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
N-1
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 0000 Xxx.
[ 3. The Buyer
a. is not an employee benefit or other plan subject
to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"),
or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being
made in reliance upon the availability of the exemptive relief afforded
under Section III of PTCE 95-60.]
4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
N-2
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
-------------------------------- --------------------------------
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
-------------------------------- --------------------------------
Date: Date:
------------------------------ ------------------------------
N-3
ANNEX 1 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts
or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
N-4
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a State or territory or the District
of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
N-5
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
-----------------------------------
Name:
Title:
Date:
---------------------------------------
N-6
ANNEX 2 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein
N-7
because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
IF AN ADVISER:
Print Name of Buyer
Date:
-----------------------------
N-8
EXHIBIT O
HIGH COST LOANS
EXHIBIT P-1
FORM OF ERISA REPRESENTATION LETTER
______________, 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Bank One, National Association
1 Bank Xxx Xxxxx - Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series 2002-RS2
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2002-RS2, Class M-[_]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RS2, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 2002 among Residential Asset Mortgage Products, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer"), and Bank One, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Company, the
Trustee and the Master Servicer that:
(a) The Purchaser is not an employee benefit
or other plan subject to the prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (a "Plan"), or any other
person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of
any Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; or
P-1-1
(b) The Purchaser is an insurance company;
the source of the funds being used by the Purchaser to acquire
the Certificates is assets of the Purchaser's "general
account"; the conditions set forth in Prohibited Transaction
Class Exemption ("PTCE") 95-60 issued by the DOL have been
satisfied and the purchase, holding and transfer of
Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any
Plan do not exceed 10% of the total reserves and liabilities
of such general account plus surplus as of the date hereof
(for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase
and holding of such Certificates; or
(c) has provided the Trustee, the Company
and the Master Servicer with an opinion of counsel acceptable
to and in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the
purchase of Certificates is permissible under applicable law,
will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Company or the Master Servicer to
any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing
Agreement.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either (a), (b) or (c)
above.
Very truly yours,
(Purchaser)
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
X-0-0
XXXXXXX X-0
FORM OF ERISA REPRESENTATION LETTER
______________, 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Bank One, National Association
1 Bank Xxx Xxxxx - Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series 2002-RS2
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2002-RS2, Class SB-[_]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RS2, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 2002 among Residential Asset Mortgage Products, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer (the
"Master Servicer"), and Bank One, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Company, the
Trustee and the Master Servicer that:
(a) The Purchaser is not an employee benefit
or other plan subject to the prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (a "Plan"), or any other
person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of
any Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; or
P-2-1
(b) has provided the Trustee, the Company
and the Master Servicer with an opinion of counsel acceptable
to and in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the
purchase of Certificates is permissible under applicable law,
will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Company or the Master Servicer to
any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing
Agreement.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either (a) or (b).
Very truly yours,
(Purchaser)
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
P-2-2
EXHIBIT Q
CERTIFICATE GUARANTY INSURANCE POLICY
EXHIBIT R
LIST OF RE-PERFORMING LOANS
EXHIBIT S
LIST OF FORECLOSURE RESTRICTED LOANS
