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 June 1, 2001
Mortgage Asset-Backed Pass-Through Certificates
Series 2001-RS2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.....................................................5
Accrued Certificate Interest...........................................5
Additional Collateral..................................................6
Additional Collateral Loan.............................................6
Adjusted Mortgage Rate.................................................6
Adjustment Date........................................................6
Advance................................................................6
Affiliate..............................................................6
Agreement..............................................................6
Amount Held for Future Distribution....................................6
Appraised Value........................................................7
Arrearage..............................................................7
Assignment.............................................................7
Assignment Agreement...................................................7
Assignment of Proprietary Lease........................................7
Balloon Loan...........................................................7
Balloon Payment........................................................7
Bankruptcy Code........................................................7
Bankruptcy Loss........................................................7
Basis Risk Shortfall...................................................8
Basis Risk Shortfall Carry-Forward Amount..............................8
Book-Entry Certificate.................................................8
Business Day...........................................................8
Cash Liquidation.......................................................8
Certificate............................................................8
Certificate Account....................................................8
Certificate Account Deposit Date.......................................9
Certificateholder or Holder............................................9
Certificate Owner......................................................9
Certificate Principal Balance..........................................9
Certificate Register and Certificate Registrar.........................9
Class ................................................................9
Class A Certificates..................................................10
Class A-I Certificates................................................10
Class A-I Interest Distribution Amount................................10
Class A-I Principal Distribution Amount...............................10
Class A-I-1 Certificate...............................................10
Class A-I-2 Certificate...............................................10
Class A-I-3 Certificate...............................................10
Class A-I-4 Certificate...............................................10
Class A-I-IO Certificate..............................................11
Class A-II Certificate................................................11
i
Class A-II Interest Distribution Amount...............................11
Class A-II Principal Distribution Amount..............................11
Class B Certificates..................................................11
Class B-I Certificate.................................................11
Class B-I Interest Distribution Amount................................12
Class B-I Principal Distribution Amount...............................12
Class B-II Certificate................................................12
Class B-II Interest Distribution Amount...............................12
Class B-II Principal Distribution Amount..............................12
Class M Certificates..................................................13
Class M-I Certificates................................................13
Class M-I-1 Certificate...............................................13
Class M-I-1 Interest Distribution Amount..............................13
Class M-I-1 Principal Distribution Amount.............................13
Class M-I-2 Certificate...............................................14
Class M-I-2 Interest Distribution Amount..............................14
Class M-I-2 Principal Distribution Amount.............................14
Class M-I-3 Certificate...............................................14
Class M-I-3 Interest Distribution Amount..............................14
Class M-I-3 Principal Distribution Amount.............................14
Class M-II Certificates...............................................15
Class M-II-1 Certificate..............................................15
Class M-II-1 Interest Distribution Amount.............................15
Class M-II-1 Principal Distribution Amount............................15
Class M-II-2 Certificate..............................................16
Class M-II-2 Interest Distribution Amount.............................16
Class M-II-2 Principal Distribution Amount............................16
Class M-II-3 Certificate..............................................16
Class M-II-3 Interest Distribution Amount.............................17
Class M-II-3 Principal Distribution Amount............................17
Class R Certificate...................................................17
Class R-I Certificate.................................................17
Class R-II Certificate................................................17
Class R-III Certificate...............................................17
Class R-IV Certificate................................................18
Class SB Certificates.................................................18
Class SB-I Certificate................................................18
Class SB-II Certificate...............................................18
Closing Date..........................................................18
Code ...............................................................18
Compensating Interest.................................................18
Converted Mortgage Loan...............................................18
Cooperative...........................................................18
Cooperative Apartment.................................................18
Cooperative Lease.....................................................19
Cooperative Loans.....................................................19
Cooperative Stock.....................................................19
Cooperative Stock Certificate.........................................19
Corporate Trust Office................................................19
ii
Curtailment...........................................................19
Custodial Account.....................................................19
Custodial Agreement...................................................19
Custodian.............................................................19
Cut-off Date..........................................................19
Cut-off Date Balance..................................................19
Cut-off Date Principal Balance........................................19
Debt Service Reduction................................................19
Deferred Interest.....................................................20
Deficient Valuation...................................................20
Definitive Certificate................................................20
Deleted Mortgage Loan.................................................20
Delinquent............................................................20
Depository............................................................20
Depository Participant................................................20
Destroyed Mortgage Note...............................................20
Determination Date....................................................21
Disqualified Organization.............................................21
Distribution Date.....................................................21
Due Date..............................................................21
Due Period............................................................21
Eligible Account......................................................21
ERISA ...............................................................22
Event of Default......................................................22
Extraordinary Events..................................................22
Xxxxxx Xxx............................................................22
FASIT ...............................................................22
FDIC ...............................................................23
FHA ...............................................................23
Final Distribution Date...............................................23
Final Scheduled Distribution Date.....................................23
Fitch ...............................................................23
Foreclosure Profits...................................................23
Foreclosure Restricted Loan...........................................23
Fraud Losses..........................................................23
Xxxxxxx Mac...........................................................23
Gross Margin..........................................................23
Group I Adjusted Net WAC Rate.........................................24
Group I Available Distribution Amount.................................24
Group II Available Distribution Amount................................24
Group I Current Specified Overcollateralization Percentage............25
Group II Current Specified Overcollateralization Percentage...........25
Group I Cut-off Date Balance..........................................25
Group II Cut-off Date Balance.........................................25
Group I Diverted Excess Spread........................................25
Group II Diverted Excess Spread.......................................25
Group I Diverted Loss Excess Cash Flow................................25
Group II Diverted Loss Excess Cash Flow...............................25
Group I Diverted Overcollateralization Excess Cash Flow...............26
iii
Group II Diverted Overcollateralization Excess Cash Flow..............26
Group I Excess Cash Flow..............................................26
Group II Excess Cash Flow.............................................26
Group I Excess Fraud Loss.............................................26
Group II Excess Fraud Loss............................................26
Group I Excess Loss...................................................26
Group II Excess Loss..................................................26
Group I Excess Overcollateralization Amount...........................27
Group II Excess Overcollateralization Amount..........................27
Group I Excess Special Hazard Loss....................................27
Group II Excess Special Hazard Loss...................................27
Group I Extraordinary Losses..........................................27
Group II Extraordinary Losses.........................................27
Group I Fraud Loss Amount.............................................27
Group II Fraud Loss Amount............................................27
Group I Interest Distribution Amount..................................28
Group II Interest Distribution Amount.................................28
Group I Loan..........................................................28
Group II Loan.........................................................28
Group I Overcollateralization Amount..................................29
Group II Overcollateralization Amount.................................29
Group I Overcollateralization Increase Amount.........................29
Group II Overcollateralization Increase Amount........................30
Group I Overcollateralization Reduction Amount........................30
Group II Overcollateralization Reduction Amount.......................30
Group I Pool Stated Principal Balance.................................30
Group II Pool Stated Principal Balance................................30
Group I Principal Distribution Amount.................................30
Group II Principal Distribution Amount................................31
Group I Principal Remittance Amount...................................32
Group II Principal Remittance Amount..................................32
Group I Required Overcollateralization Amount.........................32
Group II Required Overcollateralization Amount........................32
Group I Senior Enhancement Percentage.................................32
Group II Senior Enhancement Percentage................................32
Group I Sixty-Plus Delinquency Percentage.............................32
Group II Sixty-Plus Delinquency Percentage............................33
Group I Special Hazard Amount.........................................33
Group II Special Hazard Amount........................................33
Group I Stepdown Date.................................................34
Group II Stepdown Date................................................34
Group I Step-Up Date..................................................34
Group II Step-Up Date.................................................34
Group I Trigger Event.................................................34
Group II Trigger Event................................................35
Group I Uncertificated Regular Interests..............................35
Group II Uncertificated Regular Interests.............................35
Group I Weighted Average Net Mortgage Rate............................35
Group II Weighted Average Net Mortgage Rate...........................35
iv
Group II Weighted Average Actual/360 Net Mortgage Rate................35
High Cost Loan........................................................35
Independent...........................................................35
Index ...............................................................35
Initial Certificate Principal Balance.................................35
Insurance Proceeds....................................................35
Interest Accrual Period...............................................36
Interim Certification.................................................36
Interested Person.....................................................36
Late Collections......................................................36
Late Payment Rate.....................................................36
LIBOR ...............................................................36
LIBOR Business Day....................................................36
LIBOR Certificates....................................................36
LIBOR Rate Adjustment Date............................................36
Liquidation Proceeds..................................................36
Loan Group............................................................36
Loan-to-Value Ratio...................................................36
Margin ...............................................................37
Maturity Date.........................................................37
Maximum Group II Rate.................................................37
Maximum Mortgage Rate.................................................37
Maximum Net Mortgage Rate.............................................37
MERS ...............................................................37
MERS(R)System..........................................................37
MIN ...............................................................37
Minimum Mortgage Rate.................................................37
Modified Mortgage Loan................................................38
Modified Net Mortgage Rate............................................38
MOM Loan..............................................................38
Monthly Payment.......................................................38
Xxxxx'x...............................................................38
Mortgage..............................................................38
Mortgage File.........................................................38
Mortgage Loan Accrued Interest........................................38
Mortgage Loan Schedule................................................38
Mortgage Loans........................................................40
Mortgage Note.........................................................40
Mortgage Rate.........................................................40
Mortgaged Property....................................................40
Mortgagor.............................................................40
Neg Am Loan...........................................................40
Net Mortgage Rate.....................................................40
Non-United States Person..............................................40
Nonrecoverable Advance................................................41
Nonsubserviced Mortgage Loan..........................................41
Note Margin...........................................................41
Notice ...............................................................41
Notional Amount.......................................................41
v
Officers' Certificate.................................................41
Opinion of Counsel....................................................42
Outstanding Mortgage Loan.............................................42
Ownership Interest....................................................42
Parent PowerSM Loan...................................................42
Pass-Through Rate.....................................................42
Paying Agent..........................................................45
Percentage Interest...................................................45
Periodic Cap..........................................................45
Permanent Regulation S Global Class B Certificate.....................45
Permitted Investments.................................................45
Permitted Transferee..................................................46
Person ...............................................................46
Pledged Asset Mortgage Servicing Agreement............................47
Prepayment Assumption.................................................47
Prepayment Interest Shortfall.........................................47
Prepayment Period.....................................................47
Primary Insurance Policy..............................................47
Principal Prepayment..................................................47
Principal Prepayment in Full..........................................47
Program Guide.........................................................47
Purchase Price........................................................47
Qualified Insurer.....................................................48
Qualified Substitute Mortgage Loan....................................48
Rating Agency.........................................................48
Realized Loss.........................................................48
Record Date...........................................................49
Regular Certificates..................................................49
Regular Interest......................................................49
Regulation S Global Class B Certificate...............................49
Relief Act............................................................49
REMIC ...............................................................49
REMIC Administrator...................................................49
REMIC I...............................................................49
REMIC I Regular Interests.............................................50
REMIC I Regular Interest I-LTA........................................50
REMIC I Regular Interest I-LTB........................................50
REMIC II..............................................................50
REMIC II Regular Interest.............................................51
REMIC II Regular Interest II-LT.......................................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
vi
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 LT1-I......................................52
REMIC III Regular Interest LT2-I......................................52
REMIC III Regular Interest LT3-I......................................53
REMIC III Regular Interest LT4-I......................................53
REMIC III Regular Interest LT5-I......................................53
REMIC III Regular Interest LT6-I......................................53
REMIC III Regular Interest LT7-I........................53
--------------------------------
REMIC III Regular Interest LT8-I......................................53
REMIC III Regular Interest LT9-I......................................53
REMIC III Regular Interest LT10-I.....................................53
REMIC III Regular Interest LT10-I Maximum Interest Deferral Amount
.....................................................................53
REMIC III Regular Interest LT11-IA....................................54
REMIC III Regular Interest LT11-IB....................................54
REMIC III Regular Interest LT11-IC....................................54
REMIC III Regular Interest LT11-ID....................................55
REMIC III Regular Interest LT11-I.....................................55
REMIC III Regular Interest LT1-II.....................................55
REMIC III Regular Interest LT2-II.....................................55
REMIC III Regular Interest LT3-II.....................................55
REMIC III Regular Interest LT4-II.....................................55
REMIC III Regular Interest LT5-II.....................................55
REMIC III Regular Interest LT6-II.....................................55
REMIC III Regular Interest LT7-II.....................................55
REMIC III Regular Interest LT7-II Maximum Interest Deferral Amount
.....................................................................55
REMIC IV..............................................................56
REMIC Provisions......................................................56
REO Acquisition.......................................................56
REO Disposition.......................................................56
REO Imputed Interest..................................................56
REO Proceeds..........................................................56
REO Property..........................................................56
Re-Performing Loans...................................................56
Repurchase Event......................................................56
Repurchase Price......................................................56
Request for Release...................................................57
Required Insurance Policy.............................................57
Reserve Fund..........................................................57
Reserve Fund Deposit..................................................57
Reserve Fund Residual Right...........................................57
Residential Funding...................................................58
Responsible Officer...................................................58
Security Agreement....................................................58
Servicer Bailee Loan..................................................58
vii
Servicing Accounts....................................................58
Servicing Advances....................................................58
Servicing Fee.........................................................58
Servicing Fee Rate....................................................58
Servicing Modification................................................58
Servicing Officer.....................................................58
Simple Interest Loan..................................................59
Special Hazard Loss...................................................59
Standard & Poor's.....................................................59
Startup Date..........................................................59
Stated Principal Balance..............................................59
Subordination.........................................................59
Subserviced Mortgage Loan.............................................59
Subservicer...........................................................59
Subservicer Advance...................................................59
Subservicing Account..................................................59
Subservicing Agreement................................................59
Subservicing Fee......................................................60
Tax Returns...........................................................60
Temporary Regulation S Global Class B Certificate.....................60
Transfer..............................................................60
Transferee............................................................60
Transferor............................................................60
Trust Fund............................................................60
Uniform Single Attestation Program for Mortgage Bankers...............60
Uncertificated Accrued Interest.......................................60
Uncertificated Notional Amount........................................61
Uncertificated Pass-Through Rate......................................61
Uncertificated Principal Balance......................................61
Uncertificated Regular Interests......................................62
Uncertificated REMIC I Pass-Through Rate..............................62
Uncertificated REMIC II Pass-Through Rate.............................62
Uncertificated REMIC III Pass-Through Rate............................62
Uninsured Cause.......................................................62
United States Person..................................................62
VA ...............................................................63
Voting Rights.........................................................63
Section 1.02. Determination of LIBOR.........................................63
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans...................................65
Section 2.02. Acceptance by Trustee..........................................69
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor......................................................70
Section 2.04. Representations and Warranties of Residential Funding..........73
viii
Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated
REMIC Regular Interests........................................74
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.............................76
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations.......................77
Section 3.03. Successor Subservicers.........................................78
Section 3.04. Liability of the Master Servicer...............................79
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.............................................79
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee79
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account........................................................80
Section 3.08. Subservicing Accounts; Servicing Accounts......................82
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans..........................................................83
Section 3.10. Permitted Withdrawals from the Custodial Account...............83
Section 3.11. Maintenance of Primary Insurance Coverage......................85
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage86
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments................................87
Section 3.14. Realization Upon Defaulted Mortgage Loans......................89
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.......................95
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.......96
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account............................................97
Section 4.02. Distributions..................................................97
Section 4.03. Statements to Certificateholders..............................108
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer...............................................110
Section 4.05. Allocation of Realized Losses.................................111
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.113
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.................113
Section 4.08. Distribution of Basis Risk Shortfall Carry-Forward Amount; Reserve Fund
.............................................................114
ix
Section 4.09. Surety Bond...................................................115
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates..............................................116
Section 5.02. Registration of Transfer and Exchange of Certificates.........118
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.............125
Section 5.04. Persons Deemed Owners.........................................126
Section 5.05. Appointment of Paying Agent...................................126
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer127
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer.........127
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others
.............................................................128
Section 6.04. Depositor and Master Servicer Not to Resign...................128
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.............................................130
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.........132
Section 7.03. Notification to Certificateholders............................133
Section 7.04. Waiver of Events of Default...................................133
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.............................................134
Section 8.02. Certain Matters Affecting the Trustee.........................135
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.........137
Section 8.04. Trustee May Own Certificates..................................137
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
.............................................................137
Section 8.06. Eligibility Requirements for Trustee..........................138
Section 8.07. Resignation and Removal of the Trustee........................138
Section 8.08. Successor Trustee.............................................139
Section 8.09. Merger or Consolidation of Trustee............................140
Section 8.10. Appointment of Co-Trustee or Separate Trustee.................140
Section 8.11. Appointment of Custodians.....................................141
x
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans................................................142
Section 9.02. Additional Termination Requirements...........................144
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration..........................................146
Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification
.............................................................149
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment.....................................................151
Section 11.02.Recordation of Agreement; Counterparts........................153
Section 11.03.Limitation on Rights of Certificateholders....................153
Section 11.04.Governing Law.................................................154
Section 11.05.Notices.......................................................154
Section 11.06.Notices to Rating Agencies....................................155
Section 11.07.Severability of Provisions....................................156
Section 11.08.Supplemental Provisions for Resecuritization..................156
Exhibit A Form of Class A Certificate
Exhibit B-1 Form of Class M Certificate
Exhibit B-2-A Form of Definitive Class B Certificate
Exhibit B-2-B Form of Rule 144A Global Class B Certificate
Exhibit B-2-C Form of
Temporary Regulation S Global Class B Certificate
Exhibit B-2-D Form of
Permanent Regulation S Global Class B Certificate
Exhibit C For 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 RepresentationLetter
xi
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 Form of ERISA Letter for Class SB Certificates
Exhibit Q Form of ERISA Letter for Class M and Class B Certificates
Exhibit R Form of Transferor Letter (Section 5.02(e))
Exhibit S Form of Certificate of Euroclear or Clearstream (Section 5.02(e))
Exhibit T Form of Certificate to Be Given by Transferee of Beneficial Interest
in a Temporary Regulation S Global Class B Certificate (Section 5.02(e))
Exhibit U Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global
Class B Certificate to Regulation S Global Class B Certificate (Section 5.02(e))
Exhibit V Form of Placement Agent Exchange Instructions (Section 5.02(e))
Exhibit W List of Re-Performing Loans
Exhibit X List of Foreclosure Restricted Loans
xii
This Pooling and Servicing Agreement, effective as of June 1,
2001, 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 (formerly known as The First
National Bank of Chicago), 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
twenty 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 Initial Uncertificated Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date
------------- ------------------------ ---------------------- ----------------------
I-LTA Variable(1) $ 207,353,145.00 June 25, 2031
I-LTB Variable(1) $ 23,000,000.00 June 25, 2031
-------------------
(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 (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 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 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 Initial Uncertificated Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date
------------- ------------------------ ---------------------- ----------------------
II-LT Variable(1) $ 165,000,280.00 June 25, 2031
-------------------
(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 III Initial Uncertificated Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date
---------------------------------- ---------------------- ---------------------
LT1-I Variable(1) $ 225,746,082.10 June 25, 2031
LT2-I Variable(1) $ 832,130.00 June 25, 2031
LT3-I Variable(1) $ 466,660.00 June 25, 2031
LT4-I Variable(1) $ 250,370.00 June 25, 2031
LT5-I Variable(1) $ 486,020.00 June 25, 2031
LT6-I Variable(1) $ 124,390.00 June 25, 2031
LT7-I Variable(1) $ 56,430.00 June 25, 2031
LT8-I Variable(1) $ 48,370.00 June 25, 2031
LT9-I Variable(1) $ 39,160.00 June 25, 2031
LT10-I Variable(1) $ 2,303,532.90 June 25, 2031
LT11-IA Variable(2) $ 0.00(7) December 25, 2003
LT11-IB Variable(3) $ 0.00(7) June 25, 2003
LT11-IC Variable(4) $ 0.00(7) December 25, 2002
LT11-ID Variable(5) $ 0.00(7) June 25, 2002
LT11-IE Variable(6) $ 0.00(7) December 25, 2001
LT1-II Variable(1) $ 162,190,274.40 June 25, 2031
1
LT2-II Variable(1) $ 1,303,310.00 June 25, 2031
LT3-II Variable(1) $ 124,130.00 June 25, 2031
LT4-II Variable(1) $ 86,060.00 June 25, 2031
LT5-II Variable(1) $ 91,850.00 June 25, 2031
LT6-II Variable(1) $ 49,650.00 June 25, 2031
LT7-II Variable(1) $ 1,655,005.60 June 25, 2031
-------------------
(1) Calculated as provided in the definition of Uncertificated REMIC III
Pass-Through Rate.
(2) 2.50% per annum for the first 30 distribution dates and 0.00% thereafter.
(3) 0.50% per annum for the first 24 distribution dates and 0.00% thereafter.
(4) 0.50% per annum for the first 18 distribution dates and 0.00% thereafter.
(5) 0.75% per annum for the first 12 distribution dates and 0.00% thereafter.
(6) 0.75% per annum for the first 6 distribution dates and 0.00% thereafter.
(7) REMIC III Regular Interest LT11-IA, REMIC III Regular Interest LT11-IB,
REMIC III Regular Interest LT11-IC, REMIC III Regular Interest LT11-ID and
REMIC III Regular Interest LT11-IE will not have Uncertificated Principal
Balances, but will accrue interest on their respective Uncertificated
Notional Amounts outstanding from time to time which in each case shall
equal the Uncertificated Principal Balance of REMIC I Regular Interest
I-LTB, and which initially shall equal $23,000,000.
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.
Aggregate
Pass- Initial
Designation Type Through Certificate Features Maturity Date Initial Ratings
Rate Principal
Balance
S&P Xxxxx'x
Class Senior Xxxxxxxxxx(0)x000,000,000.0Xxxxxx/XxxxxxxxxxXxxx 00, 0000 XXX Xxx
X-X-0 Rate
Class Senior 5.67%(2) $ 46,666,000.00 Senior/Fixed June 25, 2031 AAA Aaa
A-I-2 Rate
Class Senior 6.28%(2) $ 25,037,000.00 Senior/Fixed June 25, 2031 AAA Aaa
A-I-3 Rate
Class Senior 6.97%(2)(3) $ 48,602,000.00 Senior/Fixed June 25, 2031 AAA Aaa
A-I-4 Rate
Class Senior Step-Down $ 0.00(6) Senior/Interest December 25, AAA Aaa
A-I-IO Rate(2)(4) Only/Step-Down 2003
Rate
Class Senior Adjustable(1)$2130,331,000.Senior/AdjustableJune 25, 2031 AAA Aaa
A-II Rate
Class Mezzanine 6.97%(2)(3) $ 12,439,000.0Mezzanine/Fixed June 25, 2031 AA Aa2
M-I-1 Rate
Class Xxxxxxxxx Xxxxxxxxxx(0)x000,000,000.0Xxxxxxxxx/XxxxxxxXxxx 00, 0000 XX Xx0
M-II-1 Rate
Class Mezzanine 7.25%(2)(3) $ 5,643,000.00Mezzanine/Fixed June 25, 2031 A A2
M-I-2 Rate
Class Mezzanine Adjustable(1)$28,606,000.00Mezzanine/AdjustaJune 25, 2031 A A2
M-II-2 Rate
Class Mezzanine 7.81%(2)(3) $ 4,837,000.00Mezzanine/Fixed June 25, 2031 BBB Baa2
M-I-3 Rate
Class Xxxxxxxxx Xxxxxxxxxx(0)x00,000,000.00Xxxxxxxxx/XxxxxxxXxxx 00, 0000 XXX- Xxx0
M-II-3 Rate
Class B-I Subordinat8.00%(2)(3) $3,916,000.00 Xxxxxxxxxxx/XxxxxXxxx 00, 0000 XX Ba2
Rate
Class SubordinatAdjustable(1)$$4,965,000.00Subordinate/AdjusJunee25, 2031 BB Ba2
B-II Rate
Class SubordinatAdjustable(5)$ 144.50 Subordinate June 25, 2031 N/R N/R
SB-I
Class SubordinatAdjustable(5)$ 280.14 Subordinate June 25, 2031 N/R N/R
SB-II
Class R-I Residual N/A N/A Residual June 25, 2031 N/R N/R
Class Residual N/A N/A Residual June 25, 2031 N/R N/R
R-II
Class Residual N/A N/A Residual June 25, 2031 N/R N/R
R-III
Class Residual N/A N/A Residual June 25, 2031 N/R N/R
R-IV
__________________
(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.
(3) On and after the Group I Step-Up Date, the Pass-Through Rate on the Class A-I-4,
Class M-I-1, Class M-I-2, Class M-I-3 and Class B-I Certificates will increase by a
per annum rate equal to 0.50%. On and after the Group II Step-Up Date, the margin on
the Class A-II Certificates will double and the margin on the Class M-II and Class
B-II Certificates will increase by a multiple of 1.5.
(4) The Pass-Through Rate for the Class A-I-IO Certificates will be 5.00% per annum for
the July 2001 through December 2001 Distribution Dates, 4.25% per annum for the
January 2002 through June 2002 Distribution Dates, 3.50% per annum for the July 2002
through December 2002 Distribution Dates, 3.00% per annum for the January 2003
through June 2003 Distribution Dates and 2.50% per annum for the July 2003 through
December 2003 Distribution Dates. The Class A-I-IO Certificates will only be
entitled to interest for the first 30 Distribution Dates. For federal income tax
purposes, the Pass-Through Rate for the Class A-IO Certificates will be calculated in
accordance with the definition of Pass-Through Rate herein.
(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 initially
equal to $23,000,000.
The Group I Loans have an aggregate Cut-off Date Principal
Balance equal to approximately $230,353,145. The Group I Loans are fixed-rate,
fully amortizing and balloon payment, first lien and second lien mortgage loans
having terms to maturity at origination or modification of generally not more
than 30 years. The Group II Loans have an aggregate Cut-off Date Principal
Balance equal to approximately $165,500,280. The Group II Loans are adjustable-
rate, fully amortizing and negatively 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:
3
ARTICLE I
DEFINITIONS
Section 2.02. 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-I, Class M-I and Class B-I Certificates, interest accrued
during the preceding Interest Accrual Period at the related Pass-Through Rate
less interest shortfalls from the Group I Loans, if any, allocated thereto for
such Distribution Date, to the extent not covered by Subordination, including
the Group I Excess Cash Flow, on the Certificate Principal Balance thereof (or
Notional Amount, in the case of the Class A-I-IO Certificates) immediately prior
to such Distribution Date. With respect to each Distribution Date and the Class
A-II, Class M-II and Class B-II Certificates, interest accrued during the
preceding Interest Accrual Period at the related Pass-Through Rate less interest
shortfalls from the Group II Loans, if any, allocated thereto for such
Distribution Date, to the extent not covered by Subordination, including the
Group II Excess Cash Flow, on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. Accrued Certificate Interest on the
Class A-I, Class M-I and Class B-I Certificates will be reduced by (i) the
interest portion (adjusted to the Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) of Group I Excess Losses
to the extent allocated to the Class A-I, Class M-I and Class B-I Certificates,
(ii) the interest portion of Advances previously made with respect to a Group I
Loan or related REO Property which remained unreimbursed following the Cash
Liquidation or REO Disposition of such Group I Loan or related REO Property that
were made with respect to delinquencies that were ultimately determined to be
Group I Excess Losses, and (iii) any other interest shortfalls on the Group I
Loans, other than Prepayment Interest Shortfalls, 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, with
all such reductions allocated to the Class A-I, Class M-I and Class B-I
Certificates on a pro rata basis, in reduction of the Accrued Certificate
Interest which would have resulted absent such reductions. Accrued Certificate
Interest on the Class A-II, Class M-II and Class B-II Certificates will be
reduced by (i) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Group II
Excess Losses to the extent allocated to the Class A-II, Class M-II and Class
B-II Certificates, (ii) the interest portion of Advances previously made with
respect to a Group II Loan or related REO Property which remained unreimbursed
following the Cash Liquidation or REO Disposition of such Mortgage Loan or
related REO Property that were made with respect to delinquencies that were
ultimately determined to be Group II Excess Losses, (iii) Deferred Interest to
the extent allocated to Accrued Certificate Interest pursuant to Section 4.02(j)
and (iv) any other interest shortfalls on the Group II Loans, other than
Prepayment Interest Shortfalls, 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, with all such
reductions allocated to the Class A-II, Class M-II and Class B-II Certificates
on a pro rata basis, in reduction of the Accrued Certificate Interest which
would have resulted absent such reductions. With respect to each Distribution
Date and each Class of Class SB Certificates, interest accrued during the
preceding Interest Accrual Period at the related Pass-Through Rate on the
Notional Amount thereof 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
4
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 Section
4.02(c) and (d). In addition, Accrued Certificate Interest with respect to each
Distribution Date, as to each Class of 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, Class M-I, Class B-I and Class SB-I Certificates, other than the
Class A-I-1 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, Class
A-II, Class M-II, Class B-II 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.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan,
the marketable securities held from time to time as security for the repayment
of such Mortgage 100SM Loan and any related collateral. With respect to any
Parent PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan,
together with (i) any marketable securities held from time to time as security
for the performance of such guarantee and any related collateral or (ii) any
mortgaged property securing the performance of such guarantee, the related home
equity line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
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.
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
5
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.
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.
Arrearage: With respect to each Mortgage Loan subject to a
bankruptcy plan or repayment plan, the amount of previously delinquent payments
and any servicing advances or other items owed by the related Mortgagor which
are not included in the Cut-off Date Balance of such Mortgage Loan as indicated
in the Mortgage Loan Schedule.
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.
Ballon 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
6
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 any of the Class A-II,
Class M-II and Class B-II Certificates and any Distribution Date for which the
Pass-Through Rate for such Class of Certificates is based on clause (iii) of the
definition thereof, the excess, if any, of (x) Accrued Certificate Interest on
such Class of Certificates for such Distribution Date, using the lesser of (a)
clause (i) of the definition of Pass-Through Rate for such Class of Certificates
as calculated for such Distribution Date, and (b) clause (ii) of such
definition, over (y) Accrued Certificate Interest on such Class of Certificates
for such Distribution Date at the then-applicable Pass-Through Rate.
Basis Risk Shortfall Carry-Forward Amount: With respect to any of
the Class A-II, Class M-II and Class B-II Certificates and each Distribution
Date, the sum of (a) the aggregate amount of Basis Risk Shortfall for such Class
of Certificates 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 of Certificates 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 State of New York, the State of
Michigan, the State of California or the State of Illinois (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 B
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 2001-RS2" and which must be an Eligible Account.
7
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, except that neither a
Disqualified Organization nor a Non-United 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.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A, Class
M or Class B 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, plus (ii) the Deferred
Interest, if any, allocated thereto for each Distribution Date prior to or
coinciding with such date of determination in accordance with Section 4.02(j),
minus (iii) the sum of (x) the aggregate of all amounts previously distributed
with respect to such Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal Balance 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. 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,
Class M-I and Class B-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, Class M-II and Class B-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.
8
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 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 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)
100% minus the sum of (a) 23.30% and (b) the Group I Current
Specified Overcollateralization 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
immediately preceding that Distribution Date.
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,
Class B-I, 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 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,
Class B-I, 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 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,
Class B-I, 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 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
9
Exhibit A, senior to the Class M-I, Class B-I, 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 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-I, Class B-I, 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 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,
Class B-II, 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 (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
(II) the excess 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)
100% minus the sum of (a) 42.50% and (b) the Group II Current
Specified Overcollateralization 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
immediately preceding that Distribution Date.
Class B Certificates: Any one of the Class B-I or Class B-II Certificates.
Class B-I Certificate: Any one of the Class B-I Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, 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.
10
Class B-I Interest Distribution Amount: As defined in Section 4.02(c)(v).
Class B-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 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, Class M-I- 1,
Class M-I-2 and Class M-I-3 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, Class
M-I-1, Class M-I-2 and Class M-I-3 Principal Distribution Amount;
and
(II) the excess of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I, Class M-I-1, Class M-I-2 and
Class M-I-3 Certificates (after taking into account the payment
of the Class A-I, Class M-I-1, Class M-I-2 and Class M-I-3
Principal Distribution Amount for that Distribution Date) and (2)
the Certificate Principal Balance of the Class B-I Certificates
immediately prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the Group I Current Specified
Overcollateralization 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
immediately preceding that Distribution Date.
Class B-II Certificate: Any one of the Class B-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 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 B-II Interest Distribution Amount: As defined in Section 4.02(d)(v).
Class B-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 remaining Group II Principal Distribution Amount
for that Distribution Date after distribution of the Class A-II, Class
M-II-1, Class M-II-2 and Class M-II-3 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, Class
M-II-1, Class M-II-2 and Class M-II-3 Principal Distribution
Amount; and
11
(II) the excess of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-II, Class M-II-1, Class M-II-2
and Class M-II-3 Certificates (after taking into account the
payment of the Class A-II, Class M-II-1, Class M-II-2 and Class
M-II-3 Principal Distribution Amount for that Distribution Date)
and (2) the Certificate Principal Balance of the Class B-II
Certificates immediately prior to that Distribution Date over (B)
the lesser of (x) the product of (1) the Group II Current
Specified Overcollateralization 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
immediately preceding that Distribution Date.
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 A, senior to the Class
M-I-2, Class M-I-3, Class B-I, 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 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 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) 100% minus the sum of (a) 12.50% and (b) the Group
I Current Specified Overcollateralization 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 immediately preceding that Distribution Date.
12
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 A, senior to the Class
M-I-3, Class B-I, 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-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 of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I and Class M-I-1 Certificates
(after taking into account the payment of the Class A-I Principal
Distribution Amount and 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)
100% minus the sum of (a) 7.60% and (b) the Group I Current
Specified Overcollateralization 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
immediately preceding that Distribution Date.
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 A, senior to the Class B-I,
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-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 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
13
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
(II) the excess of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I, Class M-I-1 and Class M-I-2
Certificates (after taking into account the payment of the Class
A-I Principal Distribution Amount, Class M-I-1 Principal
Distribution Amount and 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)
100% minus the sum of (a) 3.40% and (b) the Group I Current
Specified Overcollateralization 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
immediately preceding that Distribution Date.
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 A, senior to the
Class M-II-2, Class M-II-3, Class B-II, 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 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
14
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) 100% minus the sum of (a)
27.50% and (b) the Group II Current Specified
Overcollateralization 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
immediately preceding that Distribution Date.
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 A, senior to the
Class M-II-3, Class B-II, 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 Group II Class A
Principal Distribution Amount and the Class M-II-1 Principal
Distribution Amount; and
(II) the excess of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-II and Class M-II-1 Certificates
(after taking into account the payment of the Class A-II
Principal Distribution Amount and 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) 100% minus the sum of (a) 17.10% and
(b) the Group II Current Specified Overcollateralization
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 immediately preceding that
Distribution Date.
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 A, senior to the
Class B-II, 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
15
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:
(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 of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-II, Class M-II-1 and Class
M-II-2 Certificates (after taking into account the payment of the
Class A-II Principal Distribution Amount, Class M-II-1 Principal
Distribution Amount and 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) 100% minus the sum of (a) 6.00% and (b) the Group
II Current Specified Overcollateralization 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 immediately preceding that Distribution Date.
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.
16
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 B, subordinate to the Class
A-I, Class M-I and Class B-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 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 B, subordinate to the Class
A-II, Class M-II and Class B-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: June 27, 2001.
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 such Section.
Converted Mortgage Loan: Any Group II Loan for which the related Mortgage
Rate has converted from an adjustable rate to a fixed rate.
Cooperative: A private, cooperative housing corporation organized
under the laws of, and headquartered in, the State of New York which owns or
leases land and all or part of a building or buildings located in the State of
New York, 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.
17
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the Cooperative
Apartment occupied by the Mortgagor and relating to the related Cooperative
Stock, which lease or agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at
which at any particular time its corporate trust business with respect to this
Agreement shall be administered, which office at the date of the execution of
this instrument is located at 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx,
Xxxxxxxx 00000-0000, Attention: RAMPI, Series 2001-RS2.
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: June 1, 2001.
Cut-off Date Balance: The Group I Cut-off Date Balance or the Group II
Cut-off Date Balance, as applicable.
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
June 2001), whether or not received, exclusive of any Arrearages.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the
18
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.
Deferred Interest: With respect to any Neg Am Loan, as of any Due
Date, the amount, if any, by which the Mortgage Loan Accrued Interest for such
Due Date exceeds the Monthly Payment for such Due Date and which amount,
pursuant to the terms of the Mortgage Note, is added to the principal balance of
the Mortgage Loan.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificate: Any 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(3) 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.
19
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 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 either
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, a
trust account or accounts maintained in the corporate trust division of Bank
One, National
20
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).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Extraordinary Events: Any of the following conditions with
respect to a Mortgaged Property 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 de facto, 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.
21
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
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, 2016; with respect to the Class A-I- 2 Certificates,
January 25, 2023; with respect to the Class A-I-3 Certificates, May 25, 2026;
with respect to the Class A-I-IO Certificates, December 25, 2003; and with
respect to all other Classes of Certificates, June 25, 2031. 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
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.
Foreclosure Restricted Loan: A Mortgage Loan which was between 60
and 89 days delinquent as of the Cut-off Date or is a Servicer Bailee Loan, as
indicated on Exhibit X; provided, that such Mortgage Loan will no longer be a
Foreclosure Restricted Loan: (i) if such Mortgage Loan was between 60 and 89
days delinquent as of the Cut-off Date, it becomes current for three consecutive
Monthly Payments after the Cut-off Date, or (ii) if such Mortgage is a Servicer
Bailee Loan, it becomes current for three consecutive Monthly Payments after the
Cut-off Date or the original Mortgage File is returned to the Trustee.
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.
22
Group I Adjusted Net WAC Rate: For the July 2001 Distribution
Date through the December 2003 Distribution Date, a per annum rate equal to (1)
the weighted average of the Net Mortgage Rates of the Group I Loans as of the
first day of 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 first day of the month
preceding the month in which such Distribution Date occurs. For any subsequent
Distribution Date, the weighted average of the Net Mortgage Rates of the Group I
Loans. For federal income tax purposes, however, 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 I-LTA for such
Distribution Date and (y) the excess, if any, of (i) the Uncertificated REMIC I
Pass-Through Rate with respect to REMIC I Regular Interest I-LTB for such
Distribution Date over (ii) (A) 5.00% per annum for the July 2001 through
December 2001 Distribution Dates, 4.25% per annum for the January 2002 through
June 2002 Distribution Dates, 3.50% per annum for the July 2002 through December
2002 Distribution Dates, 3.00% per annum for the January 2003 through June 2003
Distribution Dates and 2.50% per annum for the July 2003 through December 2003
Distribution Dates and (B) 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 Interest I- LTA, and in the
case of clause (y), on the basis of the Uncertificated Principal Balance of
REMIC I Regular Interest I-LTB, 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 (x) the Amount Held for Future Distribution with
respect to the Group I Loans and (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).
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, (v) any amount deposited in
the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Group
II Loans, and (vi) any amount received by the Trustee
23
pursuant to the Surety Bond in respect of such Distribution Date reduced by (b)
the sum as of the close of business on the immediately preceding Determination
Date of (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 Current Specified Overcollateralization Percentage: For
any Distribution Date, a percentage equal to (a) the Group I Required
Overcollateralization Amount over (b) the aggregate Stated Principal Balance of
the Group I Loans as of the end of the related Due Period, after giving effect
to payments of principal for the related Due Period and Realized Losses on the
Group I Loans incurred during the related Prepayment Period.
Group II Current Specified Overcollateralization Percentage: For
any Distribution Date, a percentage equal to (a) the Group II Required
Overcollateralization Amount over (b) the aggregate Stated Principal Balance of
the Group II Loans as of the end of the related Due Period, after giving effect
to payments of principal for the related Due Period and Realized Losses on the
Group II Loans incurred during the related Prepayment Period.
Group I Cut-off Date Balance: $230,353,145.
Group II Cut-off Date Balance: $165,500,280.
Group I Diverted Excess Spread: Any amount otherwise payable as
Accrued Certificated Interest on the Class SB-I Certificate that, pursuant to
Section 4.02(c)(vi), 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, and in the event that such
reduction is due to an Overcollateralization Reduction Amount the amount of such
reduction shall be payable to the Class SB- I Certificates to the extent of the
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 Certificated Interest on the Class SB-II Certificate that, pursuant to
Section 4.02(d)(vi), 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, and in the event that such
reduction is due to an Overcollateralization Reduction Amount the amount of such
reduction shall be payable to the Class SB- II Certificates to the extent of the
Group I Diverted Excess Spread. No interest will accrue on the Group II Diverted
Excess Spread.
Group I Diverted Loss Excess Cash Flow: On any Distribution Date,
an amount equal to the excess, if any, of (i) the Group I Excess Cash Flow for
such Distribution Date over (ii) the sum of (a) Realized Losses (other than
Group I Excess Losses) on the Group I Loans for such Distribution Date and (b)
Realized Losses (other than Group II Excess Losses) on the Group II Loans, to
the extent not covered by the Group II Excess Cash Flow pursuant to clause (A)
of the definition of Group II Principal Distribution Amount; but in no event
more than the amount in clause (ii)(b) above.
Group II Diverted Loss Excess Cash Flow: On any Distribution Date, an
amount
24
equal to the excess, if any, of (i) the Group II Excess Cash Flow for such
Distribution Date over (ii) the sum of (a) Realized Losses (other than Group II
Excess Losses) on the Group I Loans for such Distribution Date and (b) Realized
Losses (other than Group I Excess Losses) on the Group I Loans, to the extent
not covered by the Group I Excess Cash Flow pursuant to clause (A) of the
definition of Group I Principal Distribution Amount; but in no event more than
the amount in clause (ii)(b) above.
Group I Diverted Overcollateralization Excess Cash Flow: On any
Distribution Date, an amount equal to the excess, if any, of (i) the Group I
Excess Cash Flow for such Distribution Date over (ii) the sum of (a) Realized
Losses (other than Group I Excess Losses) on the Group I Loans for such
Distribution Date, (b) Realized Losses on the Group II Loans (other than Group
II Excess Losses) covered by Group I Excess Cash Flow, (c) the Group I
Overcollateralization Increase Amount and (d) the Group II Overcollateralization
Increase Amount, to the extent not covered by the Group II Excess Cash Flow
pursuant to clause (A) of the definition of Group II Principal Distribution
Amount; but in no event more than the amount in clause (ii)(d) above.
Group II Diverted Overcollateralization Excess Cash Flow: On any
Distribution Date, an amount equal to the excess, if any, of (i) the Group II
Excess Cash Flow for such Distribution Date over (ii) the sum of (a) Realized
Losses (other than Group II Excess Losses) on the Group II Loans for such
Distribution Date, (b) Realized Losses on the Group I Loans (other than Group I
Excess Losses) covered by Group II Excess Cash Flow, (c) the Group II
Overcollateralization Increase Amount and (d) the Group I Overcollateralization
Increase Amount, to the extent not covered by the Group I Excess Cash Flow
pursuant to clause (A) of the definition of Group I Principal Distribution
Amount; but in no event more than the amount in clause (ii)(d) above.
Group I Excess Cash Flow: With respect to any Distribution Date,
an amount equal to the excess of (i) the Group I Available Distribution Amount
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.
Group II Excess Cash Flow: With respect to any Distribution Date,
an amount equal to the excess of (i) the Group II Available Distribution Amount
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.
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.
Group I Excess Loss: Any Group I Excess Fraud Loss, Group I Excess Special
Hazard Loss or Group I Extraordinary Loss.
Group II Excess Loss: Any Group II Excess Fraud Loss, Group II Excess
Special Hazard Loss or Group II Extraordinary Loss.
25
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.
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
(i) obtain written confirmation from each Rating Agency that such reduction
shall not reduce the rating assigned to the Class A-I, Class M-I and Class B-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; and (ii) provide a copy of such written confirmation to the Trustee.
Group II Fraud Loss Amount: As of any date of determination after the
Cut-off Date,
26
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
(i) obtain written approval from each Rating Agency that such reduction shall
not reduce the rating assigned to the Class A-II, Class M-II and Class B-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 Interest Distribution Amount: The sum of the Class A-I,
Class M-I-1, Class M-I-2, Class M-I-3 and Class B-I Interest Distribution
Amounts.
Group II Interest Distribution Amount: The sum of the Class A-II,
Class M-II-1, Class M-II-2, Class M-II-3 and Class B-II 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 LT2-I, REMIC III Regular Interest LT3-I, REMIC III Regular Interest
LT4-I, REMIC III Regular Interest LT5-I, REMIC III Regular Interest LT6-I, REMIC
III Regular Interest LT7-I, REMIC III Regular Interest LT8-I, REMIC III Regular
Interest LT9-I and REMIC III Regular Interest LT10-I, with the rate on REMIC III
Regular Interest LT2-I subject to a cap equal to the lesser of (i) LIBOR plus
0.13% and (ii) the Group I Adjusted Net WAC Rate for the purpose of this
calculation; with the rate on REMIC III Regular Interest LT3-I subject to a cap
equal to the lesser of (a) 5.67% 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 LT4-I subject to a cap equal to the lesser of (a) 6.28% per annum and
(b) the Group I Adjusted Net WAC Rate for the purpose of this calculation; with
the rate on REMIC III Regular
27
Interest LT5-I subject to a cap equal to the lesser of (a) in the case of any
distribution date up to and including the Group I Step-Up Date, 6.97% per annum,
and in the case of any distribution date after the Group I Step-Up Date, 7.47%
per annum and (b) the Group I Adjusted Net WAC Rate for purposes of this
calculation, with the rate on REMIC III Regular Interest LT6-I subject to a cap
equal to the lesser of (a) in the case of any distribution date up to and
including the Group I Step-Up Date, 6.97% per annum, and in the case of any
distribution date after the Group I Step-Up Date, 7.47% per annum and (b) the
Group I Adjusted Net WAC Rate for purposes of this calculation, with the rate on
REMIC III Regular Interest LT7-I subject to a cap equal to the lesser of (a) in
the case of any distribution date up to and including the Group I Step-Up Date,
7.25% per annum, and in the case of any distribution date after the Group I
Step-Up Date, 7.75% per annum and (b) the Group I Adjusted Net WAC Rate for
purposes of this calculation, with the rate on REMIC III Regular Interest LT8-I
subject to a cap equal to the lesser of (a) in the case of any distribution date
up to and including the Group I Step-Up Date, 7.81% per annum, and in the case
of any distribution date after the Group I Step-Up Date, 8.31% per annum and (b)
the Group I Adjusted Net WAC Rate for purposes of this calculation, with the
rate on REMIC III Regular Interest LT9-I subject to a cap equal to the lesser of
(a) in the case of any distribution date up to and including the Group I Step-Up
Date, 8.00% per annum, and in the case of any distribution date after the Group
I Step-Up Date, 8.50% 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
LT10-I 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 LT2-II, REMIC III Regular Interest LT3-II, REMIC III
Regular Interest LT4-II, REMIC III Regular Interest LT5-II, REMIC III Regular
Interest LT6-II and REMIC III Regular Interest LT7-II, with the rates on REMIC
III Regular Interest LT2-II, REMIC III Regular Interest LT3-II, REMIC III
Regular Interest LT4-II, REMIC III Regular Interest LT5-II and REMIC III Regular
Interest LT6-II subject to a cap equal to the least of (i) LIBOR plus the
related Margin, (ii) the Maximum Group II Rate and (iii) the REMIC III Group II
Weighted Average Actual/360 Net Mortgage Rate for the purpose of this
calculation; and with the rate on REMIC III Regular Interest LT7-II subject to a
cap of zero for the purpose of this calculation.
Group I Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the Group I Loans as of the end of the preceding Due Period, over
(b) the aggregate Certificate Principal Balance of the Class A-I (other than the
Class A-I-IO Certificates), Class M-I and Class B-I Certificates immediately
prior to that Distribution Date, less amounts distributable to the Class A-I,
Class M-I and Class B-I Certificates from the Group I Principal Remittance
Amount for that Distribution Date.
Group II Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the Group II Loans as of the end of the preceding Due Period, over
(b) the aggregate Certificate Principal Balance of the Class A-II, Class M-II
and Class B-II Certificates immediately prior to that Distribution Date, less
amounts distributable to the Class A-II, Class M-II and Class B-II Certificates
from the Group II Principal Remittance Amount for that Distribution Date.
Group I Overcollateralization Increase Amount: With respect to
(a) the first two Distribution Dates, $0, and (b) any Distribution Date after
the first two Distribution Dates, an amount equal to the lesser of (i) the sum
of the Group I Excess Cash Flow (to the extent not used to cover losses pursuant
to clause (iv) of the definition of Group I Principal Distribution Amount or
28
applied to the Group I Diverted Loss Excess Cash Flow for such Distribution
Date) and the Group II Diverted Overcollateralization Excess Cash Flow for that
Distribution Date 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 two Distribution Dates, $0, and (b) any Distribution Date after
the first two Distribution Dates, an amount equal to the lesser of (i) the sum
of the Group II Excess Cash Flow (to the extent not used to cover losses
pursuant to clause (iv) of the definition of Group II Principal Distribution
Amount or applied to the Group II Diverted Loss Excess Cash Flow for such
Distribution Date) and the Group I Diverted Overcollateralization Excess Cash
Flow for that Distribution Date 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, the lesser of (a) the Group I Excess
Overcollateralization Amount immediately prior to that Distribution Date, and
(b) the Group I Principal Remittance Amount for that Distribution Date.
Group II Overcollateralization Reduction Amount: With respect to
any Distribution Date, the lesser of (a) the Group II Excess
Overcollateralization Amount immediately prior to that Distribution Date, and
(b) 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, (A) the lesser of (a) the excess of (i) the Group I Available
Distribution Amount over (ii) the Group I Interest Distribution Amount 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 (or deemed to have
been so
29
received) to the extent applied by the Master Servicer as
recoveries of principal of the Group I Loans pursuant to
Section 3.14;
(iv) the principal portion of any Realized Losses (other than
Group I Excess Losses) incurred (or deemed to have been
incurred) on any Group I Loans in the calendar month
preceding such Distribution Date; and
(v) the lesser of (a) the Group I Excess Cash Flow for such
Distribution Date (to the extent not used to cover
Realized Losses pursuant to clause (iv) of this definition
or applied to the Group I Diverted Loss Excess Cash Flow
for such Distribution Date) and (b) the amount of any
Group I Overcollateralization Increase Amount for such
Distribution Date;
minus
(vi) the amount of any related Group I Overcollateralization
Reduction Amount for such Distribution Date;
plus (B) the sum of the Group II Diverted Loss Excess Cash Flow and the Group II
Diverted Overcollateralization Excess Cash Flow for such Distribution Date.
Group II Principal Distribution Amount: With respect to any
Distribution Date, (A) the lesser of (a) the excess of (i) the Group II
Available Distribution Amount over (ii) the Group II Interest Distribution
Amount 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 (or deemed to have
been so received) 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 II Excess Losses) incurred (or deemed to have been
incurred) on any Group II Loans in the calendar month
preceding such Distribution Date; and
(v) the lesser of (a) the Group II Excess Cash Flow for such
Distribution Date (to
30
the extent not used to cover Realized Losses pursuant to
clause (iv) of this definition or applied to the Group II
Diverted Loss Excess Cash Flow for such Distribution Date)
and (b) the amount of any Group II Overcollateralization
Increase Amount for such Distribution Date;
minus
(vi) the amount of any related Group II Overcollateralization
Reduction Amount for such Distribution Date; and
(vii) the amount of any Deferred Interest paid out of principal
collections on the Group II Loans as part of the Group II
Interest Distribution Amount for that Distribution Date;
plus (B) the sum of the Group I Diverted Loss Excess Cash Flow and the Group I
Diverted Overcollateralization Excess Cash Flow 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: $1,151,766.
Group II Required Overcollateralization Amount: $827,501.
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, Class M-I-3 and Class B-I
Certificates and (ii) the Group I Overcollateralization Amount, in each case
immediately 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, Class M-II-3
and Class B-II Certificates and (ii) the Group II Overcollateralization Amount,
in each case immediately 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 such Distribution Date occurs.
Group I Sixty-Plus Delinquency Percentage: With respect to any
Distribution Date and the Group I Loans, 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, over
(y) the aggregate Stated Principal Balance of all of the Group I Loans
immediately preceding that Distribution Date.
31
Group II Sixty-Plus Delinquency Percentage: With respect to any
Distribution Date and the Group II Loans, 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,
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 $3,151,941 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 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 21.9% (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
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Class A-I, Class M-I and Class B-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.
Group II Special Hazard Amount: As of any Distribution Date, an
amount equal to $3,998,792 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
32
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 26.5% (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)
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, Class M-II and Class B-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 (x) the Distribution
Date in July 2004 and (y) the first Distribution Date on which (i) the aggregate
Certificate Principal Balance of the Class M-I Certificates and Class B-I
Certificates immediately prior to that Distribution Date is equal to or greater
than 23.30% of the aggregate Stated Principal Balance of the Group I Loans as of
the end of the preceding Due Period and (ii) the Group I Overcollateralization
Amount is equal to the Group I Required Overcollateralization Amount.
Group II Stepdown Date: The later to occur of (x) the
Distribution Date in July 2004 and (y) the first Distribution Date on which (i)
the aggregate Certificate Principal Balance of the Class M-II Certificates and
Class B-II Certificates immediately prior to that Distribution Date is equal to
or greater than 42.50% of the aggregate Stated Principal Balance of the Group II
Loans as of the end of the preceding Due Period and (ii) the Group II
Overcollateralization Amount is equal to the Group II Required
Overcollateralization Amount.
Group I Step-Up 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 Step-Up 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 Trigger Event: A Group I Trigger Event is in effect with
respect to any Distribution Date on or after the Group I Stepdown Date if the
three-month average of the Group I Sixty-Plus Delinquency Percentage, as
determined on that Distribution Date and the immediately preceding two
Distribution Dates, equals or exceeds 50.00% of the Group I Senior Enhancement
Percentage.
33
Group II Trigger Event: A Group II Trigger Event is in effect
with respect to any Distribution Date on or after the Group II Stepdown Date if
the three-month average of the Group II Sixty-Plus Delinquency Percentage, as
determined on that Distribution Date and the immediately preceding two
Distribution Dates, 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.
Group I 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
I Loans, weighted on the basis of the respective Stated Principal Balances
thereof immediately preceding such Distribution Date.
Group II 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, weighted on the basis of the respective Stated Principal Balances
thereof immediately preceding such Distribution Date.
Group II Weighted Average Actual/360 Net Mortgage Rate: With
respect to any Distribution Date, the product of (i) the Group II Weighted
Average Net Mortgage Rate and (ii) a fraction equal to 30 divided by the actual
number of days in the related Interest Accrual Period.
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, 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 released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow
34
in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to the Class A-I
Certificates (other than the Class A-I-1 Certificates), the Class M-I
Certificates, the Class B-I Certificates and the Class SB-I Certificates and any
Distribution Date, the prior calendar month. With respect to the Class A-I-1,
Class A-II, Class M-II, Class B-II and Class SB-II Certificates (i) with respect
to the Distribution Date in July 2001, the period commencing the Closing Date
and ending on the day preceding the Distribution Date in July 2001, and (ii)
with respect to any Distribution Date after the Distribution Date in July 2001,
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.
Interim Certification: As defined in Section 2.02.
Interested Person: As of any date of determination, the
Depositor, the Master Servicer, 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.
Late Payment Rate: As defined in the Insurance Agreement.
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, Class A-II, Class M-II and Class B-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, Class B-I
and Class SB-I Certificates, the Group I Loans, and with respect to the Class
A-II, Class M-II, Class B-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
35
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, on any
Distribution Date on or prior to the first possible optional termination date
for the Group II Loans, 0.26% per annum, and on each Distribution Date
thereafter, 0.52% per annum. With respect to the Class M-II-1 Certificates, on
any Distribution Date on or prior to the first possible optional termination
date for the Group II Loans, 0.55% per annum, and on each Distribution Date
thereafter, 0.825% per annum. With respect to the Class M-II-2 Certificates, on
any Distribution Date on or prior to the first possible optional termination
date for the Group II Loans, 0.95% per annum, and on each Distribution Date
thereafter, 1.425% per annum. With respect to the Class M-II-3 Certificates, on
any Distribution Date on or prior to the first possible optional termination
date for the Group II Loans, 1.90% per annum, and on each Distribution Date
thereafter, 2.85% per annum. With respect to the Class B-II Certificates, on any
Distribution Date on or prior to the first possible optional termination date
for the Group II Loans, 4.00% per annum, and on each Distribution Date
thereafter, 6.00% per annum.
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, June 25, 2031, which is the 360th Distribution Date, and which is
for the Class A-I-IO Certificates, December 25, 2003.
Maximum Group II Rate: With respect to any of the Class A-II,
Class M-II and Class B-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
36
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 minus the rate per
annum by which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any
REO Property) and 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, the mortgage, deed of trust or other comparable instrument
creating a first or junior lien on an estate in fee simple or leasehold interest
in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value
Ratio at origination in excess of 80.00% and that is secured by Additional
Collateral and does not have a Primary Insurance Policy.
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 Accrued Interest: With respect to each Neg Am Loan
and each Due Date, the aggregate amount of interest accrued at the Mortgage Rate
in respect of such Mortgage Loan since the preceding Due Date (or in the case of
the initial Due Date, since the Cut-off Date) to but not including such Due Date
with respect to which the Mortgage Loan Accrued Interest is being calculated in
accordance with the terms of such Mortgage Loan, after giving effect to any
previous Principal Prepayments, Deficient Valuation or Debt Service Reduction in
respect of such Neg Am Loan.
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:
(ii) the Mortgage Loan identifying number ("RFC LOAN #");
37
(iv) [reserved];
(vi) 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;
(viii) the Mortgage Rate as of the Cut-off Date ("ORIG
RATE")
(x) the Mortgage Rate as of the Cut-off Date for an
adjustable rate Mortgage Loan ("CURR RATE");
(xii)the Adjusted Net Mortgage Rate as of the Cut-off Date
("CURR NET");
(xiv) 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);
(xvi) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(xviii) the Loan-to-Value Ratio at origination ("LTV");
(xx) 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);
(xxii) 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);
(xxiv) the Maximum Mortgage Rate for the adjustable rate
Mortgage Loans ("NOTE CEILING");
(xxvi) the maximum Adjusted Net Mortgage Rate for the
adjustable rate Mortgage Loans ("NET CEILING");
(xxviii) the Note Margin for the adjustable rate Mortgage
Loans ("NOTE MARGIN");
(xxx)the first Adjustment Date after the Cut-off Date for
the adjustable rate Mortgage Loans ("NXT INT CHG DT");
(xxxii) the Periodic Cap for the adjustable rate Mortgage
Loans ("PERIODIC DECR" or "PERIODIC INCR");
(xxxiv) the rounding of the semi-annual or annual adjustment
to the Mortgage Rate with respect to the adjustable
rate Mortgage
38
Loans ("NOTE METHOD"); and
(xxxvi) whether such Mortgage Loan is a Neg Am Loan ("MAX
NEG AM" greater than 100).
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 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.
Mortgagor: The obligor on a Mortgage Note.
Neg Am Loan: Any Mortgage Loan providing for negative amortization, as
indicated in the Mortgage Loan Schedule.
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-United States Person: Any Person other than a United States Person.
39
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
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.
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) $23,000,000 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, with respect to the Class A-I-IO Certificates, immediately
prior to any Distribution Date, an amount equal to the Uncertificated Notional
Amount of REMIC III Regular Interest LT11-IA. With respect to the Class SB-I
Certificates, immediately prior to any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC III Group I Regular Interests
(other than REMIC III Regular Interest LT11-IA, REMIC III Regular Interest
LT11-IB, REMIC III Regular Interest LT11-IC, REMIC III Regular Interest LT11-ID
and REMIC III Regular Interest LT11-IE). With respect to the Class SB-II
Certificates, immediately prior to any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC III Group II Regular Interests.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President
40
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.
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.
Parent PowerSM Loan: A Mortgage Loan that has a Loan-to-Value
Ratio at origination in excess of 80.00%, that is supported by Additional
Collateral and does not have a Primary Insurance Policy.
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 0.13% and (b) the REMIC III Group I Net WAC Rate.
With respect to the Class A-I-2 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) 5.67% per annum and
(b) the REMIC III Group I 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) 6.28% per annum and
(b) the REMIC III Group I 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) in the case of any
distribution date up to and including the Group I Step-Up Date, 6.97% per annum,
and in the case of any distribution date after the Group I Step-Up Date, 7.47%
per annum and (b) the REMIC III Group I Net WAC Rate.
With respect to the Class A-I-IO Certificates and each Interest
Accrual Period, (i) 5.00% per annum for the July 2001 through December 2001
Distribution Dates, (ii) 4.25% per annum for the January 2002 through June 2002
Distribution Dates, (iii) 3.50% per annum for the July 2002 through December
2002 Distribution Dates, (iv) 3.00% per annum for the January 2003 through June
2003 Distribution Dates, (v) 2.50% per annum for the July 2003 through December
2003 Distribution Dates, and (vi) 0.00% per annum thereafter. For federal income
tax purposes, however, with respect to the Class A-I-IO Certificates and each
Interest Accrual Period, 100% of the interest on REMIC III Regular Interest
LT11-IA, REMIC III Regular Interest LT11-IB, REMIC III
41
Regular Interest LT11-IC, REMIC III Regular Interest LT11-ID and REMIC III
Regular Interest LT11-IE.
With respect to the Class M-I-1 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) in the case of any
distribution date up to and including the Group I Step-Up Date, 6.97% per annum,
and in the case of any distribution date after the Group I Step-Up Date, 7.47%
per annum and (b) the REMIC III Group I 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) in the case of any
distribution date up to and including the Group I Step-Up Date, 7.25% per annum,
and in the case of any distribution date after the Group I Step-Up Date, 7.75%
per annum and (B) the REMIC III Group I Net WAC Rate.
With respect to the Class M-I-3 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) in the case of any
distribution date up to and including the Group I Step-Up Date, 7.81% per annum,
and in the case of any distribution date after the Group I Step-Up Date, 8.31%
per annum and (B) the REMIC III Group I Net WAC Rate.
With respect to the Class B-I Certificates, the lesser of (A) in
the case of any distribution date up to and including the Group I Step-Up Date,
8.00% per annum, and in the case of any distribution date after the Group I
Step-Up Date, 8.50% per annum and (B) the REMIC III Group I Net WAC Rate.
With respect to the Class A-II, Class M-II and Class B-II
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 REMIC III Group II Weighted Average Actual/360 Net Mortgage Rate.
With respect to the Class SB-I 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 I Regular Interests (other than REMIC
III Regular Interest LT11-IA, REMIC III Regular Interest LT11-IB, REMIC III
Regular Interest LT11-IC, REMIC III Regular Interest LT11-ID and REMIC III
Regular Interest LT11-IE). 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 LT1-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT1-I;
(ii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT2-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT2-I;
(iii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT3-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT3-I;
42
(iv) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT4-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT4-I;
(v) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT5-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT5-I;
(vi) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT6-I minus the Group I Marker Rate
applied to a notional amount equal to the Uncertificated
Principal Balance Uncertificated REMIC III Regular
Interest of LT6-I;
(vii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT7-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT7-I;
(viii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT8-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT8-I;
(ix) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT9-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT9-I; and
(x) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT10-I minus the Group I Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT10-I.
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 (iii) 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 LT1-II minus the Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Balance of REMIC III Regular Interest LT1-II;
(ii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT2-II minus the Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Balance of REMIC III Regular Interest LT2-II;
(iii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT3-II minus the Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Balance of REMIC III Regular Interest LT3-II;
43
(iv) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT4-II minus the Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT4-II;
(v) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT5-II minus the Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT5-II;
(vi) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT6-II minus the Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT6-II;
and
(vii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest LT7-II minus the Group II Marker Rate,
applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC III Regular Interest LT7-II.
Paying Agent: Bank One, National Association or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Class A, Class M or
Class B 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.
Permanent Regulation S Global Class B Certificate: Any one of the
Class B Certificates substantially in the form of Exhibit B-2-D hereto, and more
fully described in Section 5.02(e) hereof.
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
44
than 365 days or a remaining maturity of more than 30 days) denominated
in United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding 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
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch 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.
45
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset
Mortgage Servicing Agreement, dated as of February 28, 1996 between MLCC and the
Master Servicer.
Prepayment Assumption: With respect to the Certificates, the
prepayment assumption to be used for determining the accrual of original issue
discount and premium and market discount on the Certificates for federal income
tax purposes, which assumes a constant prepayment rate of 18% per annum with
respect to the fixed rate Mortgage Loans, and 25% per annum with respect to the
adjustable rate Mortgage Loans.
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
46
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 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, 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 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 to the extent such interest does not
constitute Deferred Interest that has been added to the principal balance of
such Mortgage Loan, minus (iii) the proceeds, if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to the extent
applied as recoveries of interest at the Net Mortgage Rate and to principal of
the Mortgage Loan, net of the portion thereof reimbursable to the Master
Servicer or any Subservicer
47
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 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, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificates: The Class A, Class M, Class B and Class SB
Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Regulation S Global Class B Certificate: Any Temporary Regulation S Global
Class B Certificate or Permanent Regulation S Global Class B Certificate.
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, consisting of:
(ii) the Group I Loans (exclusive of any Arrearages) and the
related Mortgage Files;
48
(iv) all payments on and collections in respect of the
Group I Loans due after the Cut-off Date (other than Monthly Payments
due in June 2001) as shall be on deposit in the Custodial Account or in
the Certificate Account and identified as belonging to the Trust Fund,
other than any payments in respect of any Arrearages;
(vi) 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;
(viii) the hazard insurance policies and Primary Insurance Policy
pertaining to the Group I Loans, if any; and
(x) all proceeds of clauses (i) through (iv) above.
REMIC I Regular Interests: REMIC I Regular Interest I-LTA and
REMIC I Regular Interest I-LTB.
REMIC I Regular Interest I-LTA: 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 I-LTB: 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, consisting of:
(ii) the Group II Loans (exclusive of any Arrearages) and the
related Mortgage Files;
(iv) all payments on and collections in respect of the
Group II Loans due after the Cut-off Date (other than Monthly Payments
due in June 2001) as shall be on deposit in the Custodial Account or in
the Certificate Account and identified as belonging to the Trust Fund,
other than any payments in respect of any Arrearages;
(vi) 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;
(viii) the hazard insurance policies and Primary Insurance Policy
pertaining to the Group II Loans, if any;
(x) the proceeds from the liquidation of Additional Collateral
for any Additional Collateral Loan;
(xii) the interest in the Surety Bond transferred to the Trustee
pursuant to
49
Section 2.01; and
(xiv) all proceeds of clauses (i) through (vi) above.
REMIC II Regular Interest: REMIC II Regular Interest II-LT.
REMIC II Regular Interest II-LT: 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 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 LT1-II minus the Group II Marker Rate divided by (b)
12.
REMIC III Group I Net WAC Rate: With respect to any Distribution
Date, a per annum rate equal to the weighted average of the related
Uncertificated REMIC III Pass-Through Rates on the REMIC III Group I Regular
Interests (other than REMIC III Regular Interest LT11-IA, REMIC III Regular
Interest LT11-IB, REMIC III Regular Interest LT11-IC, REMIC III Regular Interest
LT11-ID and REMIC III Regular Interest LT11-IE), weighted on the basis of the
respective Uncertificated Principal Balances thereof immediately preceding such
Distribution Date.
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
Interest LT11-IA, REMIC III Regular Interest LT11-IB, REMIC III Regular Interest
LT11-IC, REMIC III Regular Interest LT11-ID and REMIC III Regular Interest
LT11-IE) minus (ii) the aggregate Uncertificated Principal Balances of REMIC III
Regular Interests LT2-I, LT3-I, LT4-I, LT5-I, LT6-I, LT7-I, LT8-I and LT9-I, in
each case as of such date of determination.
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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 aggregate
Uncertificated Principal Balances of REMIC III Regular Interests LT2-II, LT3-II,
LT4-II, LT5-II and LT6-II, in each case 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 LT2-I, LT3-I, LT4- I, LT5-I,
LT6-I, LT7-I, LT8-I and LT9-I and the denominator of which is the sum of the
Uncertificated Principal Balances of REMIC III Regular Interests LT2-I, LT3-I,
LT4-I, LT5-I, LT6-I, LT7-I, LT8-I, LT9-I and LT10-I.
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 sum of the Uncertificated
Principal Balances of REMIC III Regular Interests LT2-II, LT3-II, LT4-II, LT5-II
and LT6-II, and the denominator of which is the sum of the Uncertificated
Principal Balances of REMIC III Regular Interests LT2-II, LT3-II, LT4-II,
LT5-II, LT6-II, and LT7-II.
REMIC III Group I Regular Interests: REMIC III Regular Interest
LT1-I, REMIC III Regular Interest LT2-I, REMIC III Regular Interest LT3-I, REMIC
III Regular Interest LT4-I, REMIC III Regular Interest LT5-I, REMIC III Regular
Interest LT6-I, REMIC III Regular Interest LT7-I, REMIC III Regular Interest
LT8-I, REMIC III Regular Interest LT9-I, REMIC III Regular Interest LT10-I,
REMIC III Regular Interest LT11-IA, REMIC III Regular Interest LT11-IB, REMIC
III Regular Interest LT11-IC, REMIC III Regular Interest LT11-ID and REMIC III
Regular Interest LT11-IE.
REMIC III Group II Regular Interests: REMIC III Regular Interest
LT1-II, REMIC III Regular Interest LT2-II, REMIC III Regular Interest LT3-II,
REMIC III Regular Interest LT4-II, REMIC III Regular Interest LT5-II, REMIC III
Regular Interest LT6-II and REMIC III Regular Interest LT7-II.
REMIC III Group I Required Overcollateralization Amount: 1% of the Group I
Required Overcollateralization Amount.
REMIC III Group II Required Overcollateralized Amount: 1% of the Group II
Required Overcollateralization Amount.
REMIC III Group II Weighted Average Actual/360 Net Mortgage Rate:
With respect to any Distribution Date, the product of (i) the Uncertificated
REMIC II Pass-Through Rate and (ii) a fraction equal to 30 divided by the actual
number of days in the related Interest Accrual Period.
REMIC III Regular Interest LT1-I: 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 LT2-I: A regular interest in REMIC III that is
held as an
51
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 LT3-I: 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 LT4-I: 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 LT5-I: 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 LT6-I: 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 LT7-I: 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 LT8-I: 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 LT9-I: 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 LT10-I: 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 LT10-I 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
LT10-I Uncertificated Pass-Through Rate and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC III
Regular Interest LT10-I over (y) the REMIC III Group I Overcollateralized
Amount, in each case for
52
such Distribution Date, over (ii) the sum of Uncertificated Accrued Interest on
REMIC III Regular Interest LT2-I with the rate on REMIC III Regular Interest
LT2-I subject to a cap equal to the lesser of (a) LIBOR plus 0.13% 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 LT3-I with the
rate on REMIC III Regular Interest LT3-I subject to a cap equal to the lesser of
(a) 5.67% 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
LT4-I with the rate on REMIC III Regular Interest LT4-I subject to a cap equal
to the lesser of (a) 6.28% 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 LT5-I with the rate on REMIC III Regular Interest LT5-I
subject to a cap equal to the lesser of (a) in the case of any distribution date
up to and including the Group I Step-Up Date, 6.97% per annum, and in the case
of any distribution date after the Group I Step-Up Date, 7.47% per annum and (b)
the Group I Adjusted Net WAC Rate for purposes of this calculation,
Uncertificated Accrued Interest on REMIC III Regular Interest LT6-I with the
rate on REMIC III Regular Interest LT6-I subject to a cap equal to the lesser of
(a) in the case of any distribution date up to and including the Group I Step-Up
Date, 6.97% per annum, and in the case of any distribution date after the Group
I Step-Up Date, 7.47% per annum and (b) the Group I Adjusted Net WAC Rate for
purposes of this calculation, Uncertificated Accrued Interest on REMIC III
Regular Interest LT7-I with the rate on REMIC III Regular Interest LT7-I subject
to a cap equal to the lesser of (a) in the case of any distribution date up to
and including the Group I Step-Up Date, 7.25% per annum, and in the case of any
distribution date after the Group I Step-Up Date, 7.75% per annum and (b) the
Group I Adjusted Net WAC Rate for purposes of this calculation, Uncertificated
Accrued Interest on REMIC III Regular Interest LT86-I with the rate on REMIC III
Regular Interest LT8-I subject to a cap equal to the lesser of (a) in the case
of any distribution date up to and including the Group I Step-Up Date, 7.81% per
annum, and in the case of any distribution date after the Group I Step-Up Date,
8.31% per annum and (b) the Group I Adjusted Net WAC Rate for purposes of this
calculation, and Uncertificated Accrued Interest on REMIC III Regular Interest
LT9-I with the rate on REMIC III Regular Interest LT9-I subject to a cap equal
to the lesser of (a) in the case of any distribution date up to and including
the Group I Step-Up Date, 8.00% per annum, and in the case of any distribution
date after the Group I Step-Up Date, 8.50% 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 LT10-I subject to a cap of zero for the purpose of
this calculation, and (B) the REMIC III Group II Diverted Excess Spread.
REMIC III Regular Interest LT11-IA: 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 Uncertificated Notional Amount, 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 LT11-IB: 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 Uncertificated Notional Amount, 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 LT11-IC: 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 Uncertificated Notional Amount, that bears interest at the
related Uncertificated Pass-Through Rate and in that has such other terms as are
described herein.
53
REMIC III Regular Interest LT11-ID: 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 Uncertificated Notional Amount, 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 LT11-IE: 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 Uncertificated Notional Amount, 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 LT1-II: 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 LT2-II: 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 LT3-II: 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 LT4-II: 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 LT5-II: 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 LT6-II: 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 LT7-II: 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 LT7-II 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
LT7-II Uncertificated Pass-Through Rate and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC III
54
Regular Interest LT7-II over (y) the REMIC III Group II Overcollateralized
Amount, in each case for such Distribution Date, over (ii) the sum of
Uncertificated Accrued Interest on REMIC III Regular Interests LT2-II, LT3-II,
LT4-II, LT5-II and LT6-II, with the rates on REMIC III Regular Interests LT2-II,
LT3-II, LT4-II, LT5-II and LT6-II subject to a cap equal to the least of (a)
LIBOR plus the related Margin, (b) the Maximum Group II Rate and (c) the REMIC
III Group II Weighted Average Actual/360 Net Mortgage Rate for the purpose of
this calculation for such Distribution Date 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 that would have been applicable to the related Mortgage Loan had it been
outstanding net of amounts that would have been Deferred Interest, if any) 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) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the 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 W which
were contractually delinquent as of the Cut-off Date, but for which the related
Mortgagor had entered into a repayment plan or bankruptcy 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
55
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.
Required Surety Payment: With respect to any Additional
Collateral Loan that becomes a Liquidated Mortgage Loan, the lesser of (i)
principal portion of the Realized Loss with respect to such Mortgage Loan and
(ii) the excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
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-I and 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 Trust 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.
56
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 customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Servicer Bailee Loan: A Mortgage Loan, as indicated on Exhibit X,
for which the Mortgage File is held on the Cut-off Date by the related servicer
or the servicer's attorney.
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, (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 per annum rate designated on the Mortgage
Loan Schedule as the "MSTR 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.
57
Simple Interest Loan: A Mortgage Loan pursuant to which each
Monthly Payment is applied first, to interest accrued on such Mortgage Loan from
the date on which the previous Monthly Payment was made to the date on which
such Monthly Payment was made, and second to the principal amount outstanding.
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
suffered by such Mortgaged Property 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, plus (ii) any Deferred Interest added to the principal
balance of the Mortgage Loan pursuant to the terms of the Mortgage Note, minus
(iii) 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.
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.
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
58
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.
Surety Bond: The Limited Purpose Surety Bond (Policy No.
AB0039BE), dated February 28, 1996, issued by Ambac Assurance Corporation
(formerly known as AMBAC Indemnity Corporation) for the benefit of certain
beneficiaries, including the Trustee for the benefit of the Holders of the
Certificates, but only to the extent that such Limited Purpose Surety Bond
covers any Additional Collateral Loans.
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.
Temporary Regulation S Global Class B Certificate: Any one of the
Class B Certificates substantially in the form of Exhibit B-2-C hereto, and more
fully described in Section 5.02(e) hereof.
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 or Uncertificated Notional
Amount, as applicable, immediately prior to such Distribution Date.
Uncertificated Accrued Interest for the Group I Uncertificated Regular Interests
shall accrue on the basis of a 360-day year consisting
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of twelve 30-day months. Uncertificated Accrued Interest for the Group II
Uncertificated Regular Interests 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 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 I-LTA and then to REMIC I Regular Interest I- LTB, 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 II-LT, 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 LT1-I and REMIC III Regular
Interest LT10-I 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 LT1-I, LT2-I, LT3-I, LT4-I,
LT5-I, LT6-I, LT7-I, LT8-I, LT9-I, LT10-I, XX00-XX, XX00-XX, LT11-IC, LT11-ID
and LT11-IE, 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 LT1-II and
REMIC III Regular Interest LT7- II 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 LT1-II,
LT2-II and LT3-II, LT4-II, LT5-II, LT6-II and LT7-II, pro rata based on, and to
the extent of, Uncertificated Accrued Interest, as calculated without
application of this sentence.
Uncertificated Notional Amount: REMIC III Regular Interest
LT11-IA, REMIC III Regular Interest LT11-IB, REMIC III Regular Interest LT11-IC,
REMIC III Regular Interest LT11- ID and REMIC III Regular Interest LT11-IE, and
any date of determination, the Uncertificated Principal Balance of REMIC I
Regular Interest I-LTB 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 Interest LT11-IA,
REMIC III Regular Interest LT11-IB, REMIC III Regular Interest LT11-IC, REMIC
III Regular Interest LT11-ID and REMIC III Regular Interest LT11-IE) outstanding
as of any date of determination. The Uncertificated Principal Balance of REMIC
III Regular Interest LT10-I and REMIC III Regular Interest LT7-II shall be
increased by
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interest deferrals as provided in Section 4.02(b)(3)(i) and 4.02(b)(3)(iii),
respectively. 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 Interests LT11-IA, LT11-IB, LT11-IC, LT11-ID and LT11-IE will not have
an Uncertificated Principal Balances.
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 Weighted Average Net
Mortgage Rate.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Group II Weighted Average Net
Mortgage Rate.
Uncertificated REMIC III Pass-Through Rate:
(a) With respect to REMIC III Regular Interest LT1-I, REMIC III
Regular Interest LT2-I, REMIC III Regular Interest LT3-I, REMIC III Regular
Interest LT4-I, REMIC III Regular Interest LT5-I and REMIC III Regular Interest
LT6-I, REMIC III Regular Interest LT7-I, REMIC III Regular Interest LT8-I, REMIC
III Regular Interest LT9-I and REMIC III Regular Interest LT10-I, 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 LT11-IA and the
first 30 distribution dates, 2.50% per annum and 0.00% thereafter. With respect
to REMIC III Regular Interest LT11-IB and the first 24 distribution dates, 0.50%
per annum and 0.00% thereafter. With respect to REMIC III Regular Interest
LT11-IC and the first 18 distribution dates, 0.50% per annum and 0.00%
thereafter. With respect to REMIC III Regular Interest LT11-ID and the first 12
distribution dates, 0.75% per annum and 0.00% thereafter. With respect to REMIC
III Regular Interest LT11-IE and the first 6 distribution dates, 0.75% per annum
and 0.00% thereafter.
(c) With respect to REMIC III Regular Interest LT1-II, REMIC III
Regular Interest LT2-II, REMIC III Regular Interest LT3-II, REMIC III Regular
Interest LT4-II, REMIC III Regular Interest LT5-II, REMIC III Regular Interest
LT6-II and REMIC III Regular Interest LT7-II, 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
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income tax purposes are required by the applicable operative agreement to be
United States Persons, or an estate that is described in Section 7701(a)(30)(D)
of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code.
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, Class M and Class B
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.
Section 2.04. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on
the Class A-I-1, Class A-II, Class M-II and Class B-II 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 Class A-I-1, Class A-II, Class M-II and
Class B-II 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 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 Class A-I-1, Class A-II, Class
M-II and Class B-II Certificates then outstanding. If no such quotations can be
obtained, the rate will be LIBOR for the prior Distribution Date; provided
however, if, under the priorities described above, LIBOR for a Distribution Date
would be based on LIBOR for the previous
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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 Class A-I-1, Class A-II, Class M-II and Class B-II
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
requesting by telephone the Pass-Through Rate on the Class A-I-1, Class A-II,
Class M-II and Class B-II Certificates for the current and the immediately
preceding Interest Accrual Period.
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ARTICLE III
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 4.02. Conveyance of Mortgage Loans.
(b) 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 June 2001), but excluding any Arrearages and any
payments in respect thereof; (ii) the Depositor's security interest in and to
any Additional Collateral, its right to receive payments in respect of any
Additional Collateral Loans pursuant to the Addendum and Assignment Agreement
and the Pledged Asset Mortgage Servicing Agreement, and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans;
(iii) the Reserve Fund Deposit; and (iv) all proceeds of the foregoing.
(d) In connection with such assignment, and contemporaneously
with the delivery of this Agreement, 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):
(ii) 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;
(iv) 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;
(vi) 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;
(viii) 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,
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or a copy of such assignment or assignments of the Mortgage with
evidence of recording indicated thereon; and
(x) 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
.
(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) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each
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in a form sufficient for filing, evidencing the interest of such
debtors in the Cooperative Loans.
(f) 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
2.01(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 2.01(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.
On the Closing Date, the Master Servicer shall certify that it
has in its possession an original or copy of each of the documents referred to
in Section 2.01(b)(I)(ii), (iii), (iv) and (v) 2.01(b)(II)(ii), (iv), (vii),
(ix) and (x) which has been delivered to it by the Depositor.
(h) 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 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 each 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.
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.
(j) 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) including (i) with respect to
each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment
of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease, any
insurance policies and all other documents in the related Mortgage File and (ii)
with respect to each Mortgage Loan other than a Cooperative Loan, the related
Mortgage Note, the Mortgage, any insurance policies and all other documents in
the related Mortgage File, (B) all 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
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 Minnesota Uniform Commercial Code and the
Uniform
67
Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 9-115, 9-305, 8-102, 8-301, 8-501, 8-503, 8-313 or 8-321
thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, 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 4.04. 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) 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, and the
rights of Residential Funding with respect to any Additional Collateral and the
Surety Bond assigned to the Trustee pursuant to Section 2.1(a) of this
Agreement, 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) 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.
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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 or 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 4.06. Representations, Warranties and Covenants of
the Master Servicer and the Depositor.
(b) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(ii) 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;
(iv) The execution and delivery of this Agreement by the Master
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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;
(vi) 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;
(viii) 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;
(x) 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;
(xii) 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;
(xiv) 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;
(xvi) 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
(xviii) 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
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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 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.
(d) 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):
(ii) 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;
(iv) 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
(vi) 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,
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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 4.08. 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 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
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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 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 4.10. 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
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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.
(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 V
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 6.02. Master Servicer to Act as Servicer.
(b) 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.
(d) 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).
(f) 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.
(h) To the extent the Master Servicer or any Subservicer receives
payments in respect of Arrearages, such payments shall be retained by the Master
Servicer or Subservicer and shall not be deposited in the Custodial Account. Any
monthly payment received with respect to a Mortgage Loan subject to a repayment
plan (other than a bankruptcy plan) that is not sufficient to satisfy the
Monthly Payment and the monthly Arrearage shall be applied by the Master
Servicer first to the Monthly Payment and then in payment of the monthly
Arrearage. Any monthly payment received with respect to a Mortgage Loan subject
to a repayment plan (other than a bankruptcy plan) that is greater than the
payment required under the repayment plan shall be applied first, in reduction
of any remaining Arrearage with respect to such Mortgage Loan, and then in
reduction of the principal balance thereof as a principal prepayment.
(j) Any payment made by a Mortgagor under a Mortgage Loan subject
to a bankruptcy plan shall be allocated between the Arrearage and the Monthly
Payment as provided in the related bankruptcy plan.
Section 6.04. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of Subservicers'
Obligations.
(b) 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
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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 Mae 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 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.
(d) 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 6.06. 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
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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.
Section 6.08. 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 6.10. 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 6.12. Assumption or Termination of Subservicing
Agreements by Trustee.
(b) 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.
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(d) 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 6.14. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(b) 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.
(d) 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):
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(ii) 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 (other than any payments received in respect of any
Arrearages);
(iv) 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;
(vi) Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(viii) 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
(x) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21; and
(xii) Any amounts realized by MLCC and received by the Master Servicer
in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the 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.
(f) The Master Servicer shall use its best efforts to cause the
institution
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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.
(h) 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 6.16. Subservicing Accounts; Servicing Accounts.
(b) 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 in the nature of prepayment charges or late charges or
assumption fees. 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.
(d) 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 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
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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).
(f) 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 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.
(h) 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 6.18. 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 6.20. Permitted Withdrawals from the Custodial Account.
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(b) 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:
(ii) to make deposits into the Certificate Account in the amounts and
in the manner provided for in Section 4.01;
(iv) 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 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;
(vi) 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 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;
(viii) 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);
(x) 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);
(xii) 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;
(xiv) 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;
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(xvi) 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;
(xviii) 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
(xx) 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.
(d) 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.
(f) 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 6.22. Maintenance of Primary Insurance Coverage.
(b) 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.
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(d) 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 6.24. Maintenance of Fire Insurance and Omissions
and Fidelity Coverage.
(b) 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 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
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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.
(d) 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 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 6.26. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(b) 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:
(ii) 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
(iv) 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.
(d) 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
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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
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.
(f) 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 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
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Subservicer as additional servicing compensation.
(h) 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 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 6.28. Realization Upon Defaulted Mortgage Loans.
(b) 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 (including a default with respect to a required payment of an Arrearage)
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
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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 to the foregoing, the Master Servicer shall use its
best reasonable efforts to realize upon any Additional Collateral for such of
the Additional Collateral 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; provided that the Master Servicer shall not,
on behalf of the Trustee, obtain title to any such Additional Collateral as a
result of or in lieu of the disposition thereof or otherwise; and provided
further that (i) the Master Servicer shall not proceed with respect to such
Additional Collateral in any manner that would impair the ability to recover
against the related Mortgaged Property, and (ii) the Master Servicer shall
proceed with any REO Acquisition in a manner that preserves the ability to apply
the proceeds of such Additional Collateral against amounts owed under the
defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral
(other than amounts to be released to the Mortgagor or the related guarantor in
accordance with procedures that the Master Servicer would follow in servicing
loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note and to the terms and conditions of any
security agreement, guarantee agreement, mortgage or other agreement governing
the disposition of the proceeds of such Additional Collateral) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any other payment received by the Master Servicer in respect of such
Additional Collateral shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10. Concurrently with the foregoing, 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 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.
(d) 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
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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.
(f) 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 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.
(h) 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 the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) (less
Deferred Interest, if any), 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
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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), other than with respect to any
Arrearage; fourth, to the Master Servicer (or the owner of the Arrearage) in
respect of any Arrearage; fifth, 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 sixth, to Foreclosure Profits.
(j) Notwithstanding the foregoing paragraphs of this Section
3.14, in the event that a Foreclosure Restricted Loan goes into foreclosure, if
acquiring title to the related Mortgaged Property by foreclosure or by deed in
lieu of foreclosure would cause the adjusted basis (for federal income tax
purposes) of the Mortgaged Properties underlying the Foreclosure Restricted
Loans in Loan Group I or Loan Group II that are currently owned by REMIC I or
REMIC II, respectively, after foreclosure (along with any other assets owned by
REMIC I or REMIC II, respectively, other than "qualified mortgages" and
"permitted investments" within the meaning of Section 860G of the Code) to
exceed 0.75% of the adjusted basis of the assets in Loan Group I or Loan Group
II, respectively, the Master Servicer shall not be permitted to acquire title to
such Mortgaged Property on behalf of REMIC I or REMIC II, respectively. Instead,
the Master Servicer shall dispose of the Mortgage Loan for cash in the
foreclosure sale. In addition, if the Master Servicer determines that following
a distribution on any Distribution Date the adjusted bases of the Mortgaged
Properties underlying the Foreclosure Restricted Loans in foreclosure (along
with any other assets owned by REMIC I or REMIC II, as the case may be, other
than "qualified mortgages" and "permitted investments" within the meaning of
Section 860G of the Code) exceed 1.0% of the adjusted bases of the assets of
REMIC I or REMIC II, as the case may be, immediately after the distribution,
then prior to such Distribution Date, the Master Servicer shall dispose of
enough of such Mortgaged Properties in foreclosure, for cash, so that the
adjusted bases of such Mortgaged Properties in foreclosure (along with any other
assets owned by REMIC I or REMIC II, as the case may be, other than "qualified
mortgages" and "permitted investments" within the meaning of Section 860G of the
Code) will be less than 1.0% of the adjusted bases of the assets of REMIC I or
REMIC II, as the case may be. In either event, the Master Servicer is permitted
to acquire (for its own account and not on behalf of the Trust) the Mortgaged
Property at the foreclosure sale for an amount not less than the greater of: (i)
the highest amount bid by any other person at the foreclosure sale, or (ii) the
estimated fair value of the Mortgaged Property, as determined by the Master
Servicer in good faith.
Section 6.30. Trustee to Cooperate; Release of Mortgage Files.
(b) 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
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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.
(d) 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.
(f) 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 6.32. Servicing and Other Compensation; Compensating Interest.
(b) 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
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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 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. If the portion of a Monthly Payment on a Simple Interest
Loan that is applied to interest is less than the portion of such Monthly
Payment that would have been applied to interest if such payment had been
received on the related Due Date, the aggregate Servicing Fee payable on the
related Distribution Date to the Master Servicer in respect of all of the
Mortgage Loans shall be reduced by such difference. If the portion of a Monthly
Payment on a Simple Interest Loan that is applied to interest is more than the
portion of such Monthly Payment that would have been applied to interest if such
payment had been received on the related Due Date, the aggregate Servicing Fee
payable on the related Distribution Date to the Master Servicer in respect of
all of the Mortgage Loans shall be increased by such difference.
(d) Additional servicing compensation in the form of prepayment
charges, 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.
(f) 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.
(h) 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.
(j) 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
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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 6.34. 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 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 6.36. Annual Statement as to Compliance.
The Master Servicer will deliver to the Depositor, the Trustee 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 6.38. 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 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
94
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 6.40. Right of the Depositor in Respect of the Master Servicer.
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 VII
PAYMENTS TO CERTIFICATEHOLDERS
Section 8.02. Certificate Account.
(b) 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, (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 and (vi) all other amounts constituting the Group I or Group II Available
Distribution Amount for the immediately succeeding Distribution Date.
(d) 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 8.04. Distributions.
(b) 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.
(d) (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:
(i) to the extent of the Group I Available Distribution Amounts,
first, to the Holders of REMIC I Regular Interest I-LTB, 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 I-LTA in an amount equal to (A) the Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from
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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
I-LTA, until the Uncertificated Principal Balance of REMIC I
Regular Interest I-LTA is reduced to zero;
(B) to the Holders of REMIC I Regular Interest
I-LTB, until the Uncertificated Principal Balance of REMIC I
Regular Interest I-LTB is reduced to zero; and
(C) 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 II-LT, 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 II-LT, in an
amount equal to the remainder of the Group II 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 REMIC II Regular Interest II-LT,
until the Uncertificated Principal Balance of REMIC II Regular
Interest II-LT 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 Interest
LT11-IA, REMIC III Regular Interest LT11-IB, REMIC III Regular
Interest LT11-IC, REMIC III Regular Interest LT11-ID and REMIC
III Regular Interest LT11-IE, 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 LT1-I, REMIC III Regular Interest
LT2-I, REMIC III Regular Interest LT3-I, REMIC III Regular
Interest LT4-I, REMIC III Regular Interest LT5-I, REMIC III
Regular Interest LT6-I, REMIC III Regular
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Interest LT7-I, REMIC III Regular Interest LT8-I, REMIC III
Regular Interest LT9-I, and REMIC III Regular Interest LT10-I,
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 LT10-I 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 LT10-I Maximum Interest
Deferral Amount, and such amount will be payable to the Holders
of REMIC III Regular Interest LT2-I, REMIC III Regular Interest
LT3-I, REMIC III Regular Interest LT4-I, REMIC III Regular
Interest LT5-I, REMIC III Regular Interest LT6-I, REMIC III
Regular Interest LT7-I, REMIC III Regular Interest LT8-I, and
REMIC III Regular Interest LT9-I, 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 M-I-1 Certificates,
Class M-I-2 Certificates, Class M-I-3 Certificates and Class B-I
Certificates, respectively; and
(ii) on each Distribution Date, to the Holders of REMIC III
Group I Regular Interests (other than REMIC III Regular Interest
LT11-IA, REMIC III Regular Interest LT11-IB, REMIC III Regular
Interest LT11-IC, REMIC III Regular Interest LT11-ID and REMIC
III Regular Interest LT11-IE), 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 LT1-
I, 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 Interests
LT2-I, LT3-I, LT4-I, LT5, LT6, LT7, LT8 and LT9, 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 M-I-1 Certificates,
Class M-I-2 Certificates, Class M-I-3 Certificates and
Class B-I Certificates, respectively;
(C) to the Holders of the REMIC III Regular Interest
LT10-I, 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
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REMIC III Regular Interest LT1-I and REMIC
III Regular Interest LT10-I, respectively.
(iii) to the extent of the Group II Available Distribution
Amount, to the Holders of REMIC III Regular Interest LT1-II,
REMIC III Regular Interest LT2-II, REMIC III Regular Interest
LT3-II, REMIC III Regular Interest LT4-II, REMIC III Regular
Interest LT5-II, REMIC III Regular Interest LT6-II and REMIC III
Regular Interest LT7-II, 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 LT7-II 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 LT7-II Maximum Interest Deferral Amount , and such
amount will be payable to the Holders of REMIC III Regular
Interest LT2-II, REMIC III Regular Interest LT3-II, REMIC III
Regular Interest LT4-II, REMIC III Regular Interest LT5-II and
REMIC III Regular Interest LT6-II, in the same proportion as the
Group II Overcollateralization Increase Amount is allocated to
the Class A-II Certificates, Class M-II-1 Certificates, Class
M-II-2 Certificates, Class M-II-3 Certificates and Class B-II
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 LT1-
II, 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 Interests
LT2-II, LT3-II, LT4-II, LT5-II and LT6-II, 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,
Class M-II-3 Certificates and Class B-II Certificates,
respectively;
(C) to the Holders of the REMIC III Regular Interest LT7-
II, 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
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REMIC III Regular Interest LT1-II and REMIC III Regular Interest
LT7-II, 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).
(f) 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, in each case to the extent of the Group I Available
Distribution Amount:
(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(f) (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(f) (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(f) (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,
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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-3 Certificates as described in
Section 4.02(f) (the "Class M-I-3 Interest Distribution Amount");
(v) to the Class B-I 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 B-I Certificates as described in Section 4.02(f) (the
"Class B-I Interest Distribution Amount");
(vi) to the Class A-II, Class M-II and Class B-II
Certificateholders from the amount, if any, of the Group I
Available Distribution Amount remaining after the foregoing
distributions, the sum of the Group I Diverted Loss Excess Cash
Flow and Group I Diverted Overcollateralization Cash Flow for
such Distribution Date, with such amount to be included in the
Group II Principal Distribution Amount for such Distribution
Date;
(vii) to the Class A-I Certificateholders, in the order
described in Section 4.02(e), from the amount, if any, of the
Group I Available Distribution Amount remaining after the
foregoing distributions, the Class A-I Principal Distribution
Amount, until the Certificate Principal Balances of the Class A-I
Certificates have been reduced to zero;
(viii) to the Class M-I-1 Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, the Class M-I-1
Principal Distribution Amount, until the Certificate Principal
Balance of the Class M-I-1 Certificates has been reduced to zero;
(ix) to the Class M-I-2 Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, the Class M-I-2
Principal Distribution Amount, until the Certificate Principal
Balance of the Class M-I-2 Certificates has been reduced to zero;
(x) to the Class M-I-3 Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, the Class M-I-3
Principal Distribution Amount, until the Certificate Principal
Balance of the Class M-I-3 Certificates has been reduced to zero;
(xi) to the Class B-I Certificateholders, from the amount,
if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the Class B-I Principal
Distribution Amount, until the Certificate Principal Balance of
the Class B-I Certificates has been reduced to zero;
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(xii) to the Class A-I, Class M-I and Class B-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 for such Distribution Date with respect to the
Group I Loans, to the extent not covered by Compensating Interest
on such Distribution Date, which will be allocated to the Class
A-I, Class M-I and Class B-I Certificateholders on a pro rata
basis, based on the amount of such Prepayment Interest
Shortfalls;
(xiii) to the Class A-II, Class M-II and Class B-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 for such Distribution Date 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, which will be allocated to the Class A-II, Class M-II and
Class B- II Certificateholders on a pro rata basis, based on the
amount of such Prepayment Interest Shortfalls;
(xiv) to the Class A-I, Class M-I and Class B-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, which will be allocated to the
Class A-I, Class M-I and Class B-I Certificateholders on a pro
rata basis, based on the amount of such unpaid Prepayment
Interest Shortfalls;
(xv) to the Class A-II, Class M-II and Class B-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, which will
be allocated to the Class A-II, Class M-II and Class B-II
Certificateholders on a pro rata basis, based on the amount of
such unpaid Prepayment Interest Shortfalls;
(xvi) 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, Class M-II and Class B- 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)(xvi), and (ii) second, to maintain a
balance in the Reserve Fund equal to the Reserve Fund Deposit;
(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
and the amount of any Group I Overcollateralization Reduction
Amount for such Distribution Date; and
(xviii)to the Class R-IV Certificateholders, the balance,
if any, of the Group I Available Distribution Amount.
102
(h) 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), in each case to the extent of the Group II Available
Distribution Amount:
(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(f) (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(f) (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 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(f) (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(f) (the "Class M-II-3 Interest Distribution
Amount");
(v) to the Class B-II Certificateholders from the amount, if any,
of the
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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 B-II
Certificates as described in Section 4.02(f) (the "Class B-II
Interest Distribution Amount");
(vi) to the Class A-I, Class M-I and Class B-I
Certificateholders from the amount, if any, of the Group II
Available Distribution Amount remaining after the foregoing
distributions, the sum of the Group II Diverted Loss Excess Cash
Flow and Group II Diverted Overcollateralization Cash Flow for
such Distribution Date, with such amount to be included in the
Group I Principal Distribution Amount for such Distribution Date;
(vii) to the Class A-II Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount
remaining after the foregoing distributions, the Class A-II
Principal Distribution Amount, until the Certificate Principal
Balances of the Class A-II Certificates have been reduced to
zero;
(viii) to the Class M-II-1 Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount
remaining after the foregoing distributions, the Class M-II-1
Principal Distribution Amount, until the Certificate Principal
Balance of the Class M-II-1 Certificates has been reduced to
zero;
(ix) to the Class M-II-2 Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount
remaining after the foregoing distributions, the Class M-II-2
Principal Distribution Amount, until the Certificate Principal
Balance of the Class M-II-2 Certificates has been reduced to
zero;
(x) to the Class M-II-3 Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount
remaining after the foregoing distributions, the Class M-II-3
Principal Distribution Amount, until the Certificate Principal
Balance of the Class M-II-3 Certificates has been reduced to
zero;
(xi) to the Class B-II Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount
remaining after the foregoing distributions, the Class B-II
Principal Distribution Amount, until the Certificate Principal
Balance of the Class B-II Certificates has been reduced to zero;
(xii) to the Class A-II, Class M-II and Class B-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 for such Distribution Date with respect to the
Group II Loans, to the extent not covered by Compensating
Interest on such Distribution Date, which will be allocated to
the Class A-II, Class M-II and Class B-II Certificateholders on a
pro rata basis, based on the amount of such Prepayment Interest
Shortfalls;
(xiii) to the Class A-I, Class M-I and Class B-I
Certificateholders from the
104
amount, if any, of the Group II Available Distribution Amount
remaining after the foregoing distributions, the amount of any
Prepayment Interest Shortfalls allocated thereto for such
Distribution Date 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, which will be
allocated to the Class A-I, Class M-I and Class B-I
Certificateholders on a pro rata basis, based on the amount of
such Prepayment Interest Shortfalls;
(xiv) to the Class A-II, Class M-II and Class B-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, which will be allocated to the
Class A-II, Class M-II and Class B-II Certificateholders on a pro
rata basis, based on the amount of such unpaid Prepayment
Interest Shortfalls;
(xv) to the Class A-I, Class M-I and Class B-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, which will be
allocated to the Class A-I, Class M-I and Class B-I
Certificateholders on a pro rata basis, based on the amount of
such unpaid Prepayment Interest Shortfalls;
(xvi) 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, Class M-II and Class B- II
Certificates the amount of any Basis Risk Shortfall Carry-Forward
Amount on such Certificates, and (ii) second, to maintain a
balance in the Reserve Fund equal to the Reserve Fund Deposit;
(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 and the amount of any Group II Overcollateralization
Reduction Amount for such Distribution Date; and
(xvii) to the Class R-IV Certificateholders, the balance,
if any, of the Group II Available Distribution Amount.
(j) Any amounts payable to the Class A-I Certificateholders in
respect of the Class A-I Principal Distribution Amount pursuant to 4.02(c)(vii)
above shall be allocated to the Class A-I-1, Class A-I-2, Class A-I-3 and Class
A-I-4 Certificates, in that order, in each case until the Certificate Principal
Balance thereof has been reduced to zero.
(l) 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, Class M-I and Class B-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
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Prepayment Interest Shortfalls will be paid solely pursuant to Section
4.02(c)(xii) and (xiv) and (d)(xiii) and (xv), 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, Class M-II and Class B-II 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)(xiii) and (xv) and (d)(xii) and (xiv), to the extent funds are available
therefor.
(n) 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 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 (with the amounts to be distributed allocated among such Classes in
the same proportions as such Realized Loss was allocated), and within each such
Class to the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that such
Realized Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. For the purposes of this Section
4.02(g) 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, Class
M-I and Class B-I Certificates or the Class A-II, Class M-II and Class B-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.
(p) 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.
(r) 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
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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).
(t) To the extent on any Distribution Date the Group II Available
Distribution Amount is less than Accrued Certificate Interest on the Class A-II,
Class M-II and Class B-II Certificates on such Distribution Date (without regard
to clause (iii) of the definition thereof) and Deferred Interest exists on such
Distribution Date, the lesser of such excess and the amount of Deferred Interest
shall result in a reduction in Accrued Certificate Interest on the Class A-II,
Class M-II and Class B-II Certificates and an increase in the Certificate
Principal Balance of the Class A-II, Class M-II and Class B-II Certificates.
Section 8.06. Statements to Certificateholders.
(b) 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 to each Holder 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 Loans 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
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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;
(xi) the Group I and Group II Special Hazard Amount and Group I and
Group II Fraud Loss 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 Pass-Through Rate on each Class of Certificates, the Group I
Weighted Average Net Mortgage Rate, Group I Weighted Average
Actual/360 Net Mortgage Rate and the Group II Weighted Average
Actual/360 Net Mortgage 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 Deferred Interest added to the Stated
Principal Balance of the Group II Loans;
(xix)the aggregate amount of any recoveries on previously foreclosed
loans from Residential Funding due to a breach of representation
or warranty;
(xx) 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;
(xxi) 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
(xxii) 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
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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.
(d) 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.
(f) 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 8.08. Distribution of Reports to the Trustee and
the Depositor; Advances by the Master Servicer.
(b) 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, 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 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 amount of
Prepayment Interest Shortfalls, Basis Risk Shortfalls and Basis Risk Shortfall
Carry-Forward Amounts, and (v) 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.
(d) 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, Deferred Interest, if any, 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.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 8.10. Allocation of Realized Losses.
(b) 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
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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, by an increase in
the amount of the Group I Principal Distribution Amount as provided in clause
(iv) of the definition thereof, to the extent of the Group I Excess Cash Flow
for such Distribution Date, second, to the Group II Excess Cash Flow as provided
through the payment of the Group II Diverted Loss Excess Cash Flow as provided
in clause (iv) of the definition of Group I Principal Distribution Amount, to
the extent of the Group II Excess Cash Flow for such Distribution Date not used
to cover Realized Losses on the Group II Loans; third, in reduction of the Group
I Overcollateralization Amount, until such amount has been reduced to zero;
fourth, to the Class B-I Certificates; 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.
Any Group I Excess Losses on the Mortgage Loans will be allocated to the Class
A-I, Class M-I and Class B-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, Class M-I and Class B-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, by an increase in the amount of the Group II
Principal Distribution Amount as provided in clause (iv) of the definition
thereof, to the extent of the Group II Excess Cash Flow for such Distribution
Date, second, to the Group I Excess Cash Flow as provided through the payment of
the Group I Diverted Loss Excess Cash Flow as provided in clause (iv) of the
definition of Group II Principal Distribution Amount, to the extent of the Group
I Excess Cash Flow for such Distribution Date not used to cover Realized Losses
on the Group I Loans; third, in reduction of the Group II Overcollateralization
Amount, until such amount has been reduced to zero; fourth, to the Class B-II
Certificates; 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, Class M-II and Class B-II Certificates, in
an amount equal to a fraction of such losses equal to (x) the aggregate
Certificate Principal Balance of the Class A-II, Class M-II and Class B-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.
(d) Any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to the Class A, Class M and Class B
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.
(f) All Realized Losses on the Group I Loans shall be allocated
on each Distribution Date to REMIC I Regular Interest I-LTA until the
Uncertificated Principal Balance thereof has been reduced to zero and then to
REMIC I Regular Interest I-LTB until the Uncertificated
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Principal Balance 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 II-LT until the Uncertificated Principal Balance thereof has been
reduced to zero.
(h) (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 Interest LT11-IA, REMIC III Regular
Interest LT11-IB, REMIC III Regular Interest LT11-IC, REMIC III Regular Interest
LT11-ID and REMIC III Regular Interest LT11-IE) in the specified percentages, as
follows: first, to Uncertificated Accrued Interest payable to the REMIC III
Regular Interests LT1-I and LT10-I 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 LT1-I and LT10-I 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 LT1-I,
98%, LT2-I, LT3-I, LT4-I, LT5-I, LT6, LT7, LT8 and LT9, 1% pro rata, and LT10-I,
1%, until the Uncertificated Balance of each of REMIC III Regular Interests
LT2-I, LT3-I, LT4-I, LT5-I, LT6, LT7, LT8 and LT9 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 LT1-II and LT7- II 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 LT1-II and LT7-II 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 LT1-II, 98%, LT2-II, LT3-II, LT4-II,
LT5-II and LT6-II, 1%, pro rata, and LT7-II, 1%, respectively, until the
Uncertificated Balance of each of REMIC III Regular Interest LT2-II, LT3-II,
LT4-II, LT5-II and LT6-II have been reduced to zero.
Section 8.12. 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.
Section 8.14. 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
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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; and provided
further, that such Mortgage Loan is 90 days or more delinquent at the time of
repurchase. 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 60 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, at the request of the
Master Servicer, shall execute the assignment of such Mortgage Loan to the
Master Servicer without recourse, and the Master Servicer 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 8.16. 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, Class M-II and Class B-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)(xvi) and 4.02(d)(xvi). 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, Class M-II
and Class B-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-I and Class SB-II Certificateholders, respectively, 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-I and Class SB-II Certificateholders shall be the
owners of the 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-I and 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
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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-I and Class SB-II Certificates, and such Reserve Fund Residual Right shall at
all times be owned by and allocated to Class SB-I and Class SB-II
Certificateholders on a pro rata basis. So long as Residential Funding is the
holder of the Class SB-I and 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-I and Class SB-II
Certificates by Residential Funding, a pro rata portion of the Reserve Fund
Residual Right will be transferred along with such Class SB-I or Class SB-II
Certificates.
Section 8.18. Surety Bond.
(b) If a Required Surety Payment is payable pursuant to the
Surety Bond with respect to any Additional Collateral Loan, the Master Servicer
shall so notify the Trustee as soon as reasonably practicable and the Trustee
shall promptly complete the notice in the form of Attachment 1 to the Surety
Bond and shall promptly submit such notice to the Surety as a claim for a
Required Surety. The Master Servicer shall upon request assist the Trustee in
completing such notice and shall provide any information requested by the
Trustee in connection therewith.
(d) Upon receipt of a Required Surety Payment from the Surety on
behalf of the Holders of Certificates, the Trustee shall deposit such Required
Surety Payment in the Certificate Account and shall distribute such Required
Surety Payment, or the proceeds thereof, in accordance with the provisions of
Section 4.02.
(f) The Trustee shall (i) receive as attorney-in-fact of each
Holder of a Certificate any Required Surety Payment from the Surety and (ii)
disburse the same to the Holders of such Certificates as set forth in Section
4.02.
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ARTICLE IX
THE CERTIFICATES
Section 10.02. The Certificates.
(b) The Class A, Class M, Class B, Class SB and Class R
Certificates shall be substantially in the forms set forth in Exhibits A through
D, as applicable, 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-II-1, 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 B Certificates shall be issuable in minimum dollar denominations of
$1,000,000 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%. On the Closing Date, one Class B-I Certificate shall be
registered as a Temporary Regulation S Global Class B Certificate with a
Certificate Principal Balance of $3,916,000.00 and one Class B-I Certificate
shall be registered as a Rule 144A Global Class B Certificate with a Certificate
Principal Balance of $0.00. On the Closing Date, one Class B-II Certificate
shall be registered as a Temporary Regulation S Global Class B Certificate with
a Certificate Principal Balance of $4,965,000.00 and one Class B-II Certificate
shall be registered as a Rule 144A Global Class B Certificate with a Certificate
Principal Balance of $0.00.
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.
(d) The Class A, Class M and Class B 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, Class M and Class B Certificate, through the
book-entry facilities of the
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Depository and, except as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the 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. Any Class B Certificate issued as a Definitive Certificate shall be
in the form of Exhibit B-2-A hereto.
Unless the Trustee determines otherwise in accordance with
applicable law and the rules and procedures of, or applicable to, the
Depository, transfers of a beneficial interest in the Class B Certificates to a
"qualified institutional buyer" as defined under Rule 144A may only be
effectuated by means of an "SRO Rule 144A System" approved for such purpose by
the Securities and Exchange Commission.
No Ownership Interest in a Temporary Regulation S Global Class B
Certificate or Permanent Regulation S Global Class B Certificate may at any time
be transferred to a transferee that takes delivery in the form of a Definitive
Certificate.
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(f) 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 10.04. Registration of Transfer and Exchange of Certificates.
(b) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. 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.
(d) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12 and, in the case of any 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.
(f) 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.
(h) 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
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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.
(j) (i) No transfer, sale, pledge or other disposition of a Class
B Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the 1933 Act, and
any applicable state securities laws or is made in accordance with said Act and
laws.
(ii) Class B Certificates sold to "qualified institutional buyers" as
defined in and in reliance on Rule 144A under the 1933 Act shall be represented
by one or more Rule 144A Global Class B Certificates. Class B Certificates sold
in offshore transactions to "qualified institutional buyers" as defined in Rule
144A under the 1933 Act and in reliance on Regulation S under the Securities Act
shall be represented initially by Temporary Regulation S Global Class B
Certificates.
(iii) The Temporary Regulation S Global Class B Certificates shall be
exchanged on the later of (i) 40 days after the later of the Closing Date (ii)
the date on which the requisite certifications are due to and provided to the
Trustee (the later of clauses (i) and (ii), the "Exchange Date") for Permanent
Regulation S Global Class B Certificates. Regulation S Global Class B
Certificates shall be issued in registered form, without coupons, and deposited
upon the order of the Transferor with the Trustee as custodian for and
registered in the name of a nominee of the Depository for credit to the account
of the depositaries for Euroclear and Clearstream.
(iv) A Certificate Owner holding an interest in a Temporary Regulation S
Global Class B Certificate may receive payments in respect of the Certificates
on the Temporary Regulation S Global Class B Certificate only after the
delivery, to Euroclear or Clearstream, as the case may be, of a written
certification substantially in the form set forth in Exhibit Q, and upon
delivery by Euroclear or Clearstream, as the case may be, to the Trustee and
Certificate Registrar of a certification or certifications substantially in the
form set forth in Exhibit R. The delivery by a Certificate Owner of the
certification referred to above shall constitute its irrevocable instruction to
Euroclear or Clearstream, as the case may be, to arrange for the exchange of the
Certificate Owner's interest in the Temporary Regulation S Global Class B
Certificate for a beneficial interest in the Permanent Regulation S Global Class
B Certificate after the Exchange Date in accordance with paragraph (v) below.
(v) After (i) the Exchange Date and (ii) receipt by the Certificate
Registrar of written instructions from Euroclear or Clearstream, as the case may
be, directing the Certificate Registrar to credit or cause to be credited to
either Euroclear's or Clearstream's, as the case may be, Depository's account a
beneficial interest in the Permanent Regulation S Global Class B Certificate
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in a principal amount not greater than that of the beneficial interest in the
Temporary Regulation S Global Class B Certificate, the Certificate Registrar
shall instruct the Depository to reduce the principal amount of the Temporary
Regulation S Global Class B Certificate and increase the principal amount of the
Permanent Regulation S Global Class B Certificate, by the principal amount of
the beneficial interest in the Temporary Regulation S Global Class B Certificate
to be so transferred, and to credit or cause to be credited to the account of
Euroclear, Clearstream or a Person who has an account with the Depository as the
case may be, a beneficial interest in the Permanent Regulation S Global Class B
Certificate having a Certificate Principal Balance of the Temporary Regulation S
Global Class B that was reduced upon the transfer. Upon return of the entire
principal amount of the Temporary Regulation S Global Class B Certificate to the
Trustee in exchange for beneficial interests in the Permanent Regulation S
Global Class B Certificate, Trustee shall cancel the Temporary Regulation S
Global Class B Certificate by perforation and shall forthwith destroy it.
(vi) For transfer of an interest in a Permanent Regulation S Global Class B
Certificate for an interest in the Rule 144A Global Class B Certificate, if the
Certificateholder of a beneficial interest in an Permanent Regulation S Global
Class B Certificate deposited with the Depository wishes at any time to exchange
its interest in the Permanent Regulation S Global Class B Certificate, or to
transfer its interest in the Permanent Regulation S Global Class B Certificate
to a Person who wishes to take delivery thereof in the form of an interest in
the Rule 144A Global Class B Certificate, the Certificateholder may, subject to
the rules and procedures of Euroclear or Clearstream and the Depository, as the
case may be, give directions for the Certificate Registrar to exchange or cause
the exchange or transfer or cause the transfer of the interest for an equivalent
beneficial interest in the Rule 144A Global Class B Certificate. Upon receipt by
the Certificate Registrar of instructions from Euroclear or Clearstream or from
the Depository, as the case may be, directing the Certificate Registrar to
credit or cause to be credited a beneficial interest in the Rule 144A Global
Class B Certificate equal to the Percentage Interest in the Permanent Regulation
S Global Class B Certificate to be exchanged or transferred (such instructions
to contain information regarding the Depository Participant account to be
credited with the increase, and, with respect to an exchange or transfer of an
interest in the Permanent Regulation S Global Class B Certificate, information
regarding the Depository Participant account to be debited with the decrease),
the Certificate Registrar shall instruct the Depository to reduce the Permanent
Regulation S Global Class B Certificate by the aggregate principal amount of the
beneficial interest in the Permanent Regulation S Global Class B Certificate to
be exchanged or transferred, and the Certificate Registrar shall instruct the
Depository, concurrently with the reduction, to increase the principal amount of
the Rule 144A Global Class B Certificate by the aggregate Certificate Principal
Balance of the beneficial interest in the Permanent Regulation S Global Class B
Certificate to be so exchanged or transferred, and to credit or cause to be
credited to the account of the Person specified in the instructions a beneficial
interest in the Rule 144A Global Class B Certificate equal to the reduction in
the Certificate Principal Balance of the Permanent Regulation S Global Class B
Certificate.
(vii) For transfers of an interest in the Rule 144A Global Class B
Certificate for an interest in a Regulation S Book-Entry Certificate, if a
Certificate Owner holding a beneficial interest in the Rule 144A Global Class B
Certificate wishes at any time to exchange its interest in the Rule 144A Global
Class B Certificate for an interest in a Regulation S Book-Entry Certificate, or
to transfer its interest in the 144A Book-Entry Certificate to a Person who
wishes to take delivery thereof in the form of an interest in the Regulation S
Book-Entry Certificate, the Certificateholder may, subject to the rules and
procedures of the Depository, give directions for the Certificate Registrar to
exchange or cause the exchange or transfer or cause the transfer of the interest
for an
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equivalent beneficial interest in the Regulation S Book-Entry Certificate. Upon
receipt by the Certificate Registrar of (A) instructions given in accordance
with the Depository's procedures from a Depository Participant directing the
Certificate Registrar to credit or cause to be credited a beneficial interest in
the Regulation S Book-Entry Certificate in an amount equal to the beneficial
interest in the Rule 144A Global Class B Certificate to be exchanged or
transferred, (B) a written order given in accordance with the Depository's
procedures containing information regarding the account of the depositaries for
Euroclear or Clearstream or another Depository Participant, as the case may be,
to be credited with the increase and the name of the account and (C)
certificates in the forms of Exhibits S and T, respectively, given by the
Certificate Owner and the proposed transferee of the interest, the Certificate
Registrar shall instruct the Depository to reduce the Rule 144A Global Class B
Certificate by the aggregate principal amount of the beneficial interest in the
Rule 144A Global Class B Certificate to be so exchanged or transferred and the
Certificate Registrar shall instruct the Depository, concurrently with the
reduction, to increase the principal amount of the Regulation S Book-Entry
Certificate by the aggregate Certificate Principal Balance of the beneficial
interest in the Rule 144A Global Class B Certificate to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in the instructions a beneficial interest in the Regulation S
Book-Entry Certificate equal to the reduction in the Certificate Principal
Balance of the Rule 144A Global Class B Certificate.
(viii) Notwithstanding any other provisions of this Section 5.02(e), a
Placement Agent for the Class B Certificates may exchange beneficial interests
in the Temporary Regulation S Global Class B Certificate held by it for
interests in the Rule 144A Global Class B Certificate only after delivery by the
Placement Agent of instructions for the exchange substantially in the form of
Exhibit U. Upon receipt of the instructions provided in the preceding sentence,
the Certificate Registrar shall instruct the Depository to reduce the principal
amount of the Temporary Regulation S Global Class B Certificate to be so
transferred and shall instruct the Depository to increase the principal amount
of the Rule 144A Global Class B Certificate and credit or cause to be credited
to the account of the placement agent a beneficial interest in the Rule 144A
Global Class B Certificate having a principal amount equal to the amount by
which the principal amount of the Temporary Regulation S Global Class B
Certificate was reduced upon the transfer pursuant to the instructions provided
in the first sentence of this clause (viii).
(ix) In the event that a transfer of a Class B Certificate which is a
Definitive Certificate is to be made, 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 the 1933 Act, which Opinion of Counsel
shall not be an expense of the Trustee, the Trust Fund, the Depositor or the
Master Servicer.
(x) The Holder of a Class B 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 the provisions of
this Agreement.
(l) In the case of any Class M, Class B, 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 B, Class SB or
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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 Q (with respect to a Class M or
Class B Certificate) (which certification shall be deemed to have been given by
a Class M or Class B Certificateholder who acquires a Book-Entry Certificate),
Exhibit P (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 or Class B Certificate, the following conditions are satisfied: (i) such
Transferee is an insurance company, (ii) the source of funds used to purchase or
hold such Certificate (or interest therein) is an "insurance company general
account" (as defined in U.S. Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (iii) the conditions set forth in Sections I and
III of PTCE 95-60 have been satisfied (each entity that satisfies this clause
(b), a "Complying Insurance Company").
(n) (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:
(B) 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.
(D) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class
R Certificate until its receipt of, (I) an affidavit and
agreement (a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit 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
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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(g) 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.
(F) 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.
(H) 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.
(J) 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.
(B) If any Disqualified Organization shall
become a holder of a Class R Certificate,
then the last preceding Permitted Transferee
shall be restored, to the extent permitted
by law, to all rights and obligations as
Holder thereof retroactive to the date of
registration of such Transfer of such Class
R
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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(g) 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.
(D) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in
this Section 5.02(g) 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
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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.
(vi) The provisions of this Section 5.02(g) 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:
(B) 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, Class M or Class B Certificates
below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing
Date by such Rating Agency; and
(D) 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 or
REMIC III 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.
(p) 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.
(r) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 10.06. 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
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outstanding. Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any duplicate Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
Section 10.08. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, 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 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 in Section 4.08, and neither the Depositor, the Master Servicer, 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(g).
Section 10.10. 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 XI
THE DEPOSITOR AND THE MASTER SERVICER
Section 12.02. 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 12.04. Merger or Consolidation of the Depositor or
the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer.
(b) 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.
(d) 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, Class M or Class B Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
each Rating Agency).
(f) 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
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rating of the Classes of Certificates that have been rated in effect immediately
prior to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the 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 12.06. 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 12.08. 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 XIII
DEFAULT
Section 14.02. 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):
(ii) 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
(iv) 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
(vi) 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
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(viii) 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
(x) 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
(xii)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 the 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; provided, however, the
successor to the Master Servicer appointed pursuant to Section 7.02 shall have
accepted the duties of Master Servicer effective upon the resignation of the
Master Servicer. 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
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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 14.04. Trustee or Depositor to Act; Appointment of Successor.
(b) 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 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(b) 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.
(d) 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
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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 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 14.06. Notification to Certificateholders.
(b) 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.
(d) 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 14.08. 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 with the written consent
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, which consent shall not be unreasonably withheld, 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 XV
CONCERNING THE TRUSTEE
Section 16.02. Duties of Trustee.
(b) 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.
(d) 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, 4.06, 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
3.22(d) 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.
(f) 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:
(ii) 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
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face, do not contradict the requirements of this Agreement;
(iv) 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;
(vi) 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;
(viii) 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
(x) 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.
(h) 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 16.04. Certain Matters Affecting the Trustee.
(b) Except as otherwise provided in Section 8.01:
(ii) 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;
(iv) The Trustee may consult with counsel and any Opinion of
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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;
(vi) 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;
(viii) 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;
(x) 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;
(xii) 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
(xiv) 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 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.
(d) Following the issuance of the Certificates (and except
as provided for
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in Section 3.22(d)), 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 16.06. 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 16.08. 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 16.10. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification.
(b) 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 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(d) 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:
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(ii) 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;
(iv) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(vi) 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 16.12. 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 16.14. Resignation and Removal of the Trustee.
(b) 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.
(d) 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
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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.
(f) 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.
(h) 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 16.16. Successor Trustee.
(b) 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 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.
(d) 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.
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(f) 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 16.18. 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 16.20. Appointment of Co-Trustee or Separate Trustee.
(b) 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 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.
(d) 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.
(f) 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
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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.
(h) 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 16.22. 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.
Section 16.24. Appointment of Office or Agency.
The Trustee will maintain an 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 Xxxx
Xxxxxx, 0xx Xxxxx, 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 XVII
TERMINATION
Section 18.02. Termination Upon Purchase by the Master
Servicer or Liquidation of All Mortgage Loans.
(b) 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:
(ii) 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
(iv) 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 Step-Up 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 Step-Up Date. If such right is exercised by
the Master Servicer, 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
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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.
(d) 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:
(ii) 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,
(iv) the amount of any such final payment, if known, and
(vi) 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.
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.
In addition to the foregoing, on any Distribution Date on which the
Group I Pool Stated Principal Balance, prior to giving effect to distributions
to be made on such Distribution Date, is less than ten percent of the Group I
Cut-off Date Principal Balance, the Master Servicer shall have the right, at its
option, to purchase the Group I Certificates in whole, but not in part, at a
price equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of Accrued Certificate Interest thereon for the
related Interest Accrual Period and any previously unpaid Accrued Certificate
Interest, and any unpaid Prepayment Interest Shortfall previously allocated
thereto. If the Master Servicer exercises this right to purchase the outstanding
Group I Certificates, the Master Servicer will promptly terminate the respective
obligations and responsibilities created hereby in respect of the Group I
Certificates pursuant to this Article IX.
In addition to the foregoing, on any Distribution Date on which the
Group II Pool Stated Principal Balance, prior to giving effect to distributions
to be made on such Distribution Date, is less
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than ten percent of the Group II Cut-off Date Principal Balance, the Master
Servicer shall have the right, at its option, to purchase the Group II
Certificates in whole, but not in part, at a price equal to the outstanding
Certificate Principal Balance of such Certificates plus the sum of Accrued
Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. If the Master Servicer
exercises this right to purchase the outstanding Group II Certificates, the
Master Servicer will promptly terminate the respective obligations and
responsibilities created hereby in respect of the Group II Certificates pursuant
to this Article IX.
(f) 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 determined as follows: with
respect to the Class A, Class M and Class B Certificates, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest.
(h) 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 18.04. Additional Termination Requirements.
(b) 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," 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:
(ii) The Master Servicer shall establish a 90-day
liquidation period
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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;
(iv) 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
(vi) 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.
(d) 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 XIX
REMIC PROVISIONS
Section 20.02. REMIC Administration.
(b) 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,
Class M, Class B, 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.
(d) 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.
(f) 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 Administrator.
(h) 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
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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.
(j) 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.
(l) 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 3.22(d)) 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 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
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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.
(n) 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.
(p) 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.
(r) 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 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.
(t) 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
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860G(a)(5) of the Code.
(v) 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
December 25, 2032.
(x) 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.
(z) 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-I and Class SB-II Certificateholders, and is not an asset
of the REMICs. The Trustee shall treat the rights of the Class A-II, Class M-II
and Class B-II Certificateholders to receive payments from the Reserve Fund as
rights in an interest rate cap contract written by the Class SB-I and Class
SB-II Certificateholders in favor of the Class A-II, Class M-II and Class B-II
Certificateholders. Thus, each Class A-II, Class M-II and Class B-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, Class M-II and Class B-II Certificates has a de minimis value.
Section 20.04. Master Servicer, REMIC Administrator and
Trustee Indemnification.
(b) 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.
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(d) 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.
(f) 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 XXI
MISCELLANEOUS PROVISIONS
Section 22.02. Amendment.
(b) 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:
(ii) to cure any ambiguity or to correct any manifest error,
(iv) 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,
(vi) 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,
(viii) 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,
(x) to modify, eliminate or add to the provisions of
Section 5.02(g) 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
(xii) to make any other provisions with respect to matters
or
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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).
(d) This Agreement or any Custodial Agreement may also be amended
from time to time with the consent of 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:
(ii) 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,
(iv) 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
(vi) 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.
(f) 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.
(h) 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.
(j) 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
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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 22.04. Recordation of Agreement; Counterparts.
(b) 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.
(d) 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 22.06. Limitation on Rights of Certificateholders.
(b) 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
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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.
(d) 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.
(f) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the aggregate not less than
25% of the related Percentage Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right 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 22.08. Governing Law.
This agreement and the Certificates shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 22.10. Notices.
All demands and notices hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
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,
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Illinois 60670-0126, Attention: Residential Asset Mortgage Products Inc. Series
2001-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; and (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. 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 22.12. 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:
(b) a material change or amendment to this Agreement,
(d) the occurrence of an Event of Default,
(f) the termination or appointment of a successor Master
Servicer or Trustee or a change in the majority ownership of
the Trustee,
(h) 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 any such instrument,
(j) the statement required to be delivered to the Holders of
each Class of Certificates pursuant to Section 4.03,
(l) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(n) a change in the location of the Custodial Account or the
Certificate Account,
(p) 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,
(r) the occurrence of the Final Distribution Date, and
(t) the repurchase of or substitution for any Mortgage Loan,
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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 Subservicers of any such
event known to the Master Servicer.
Section 22.14. 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 22.16. Supplemental Provisions for Resecuritization.
(b) 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 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.
155
IN WITNESS WHEREOF, the Depositor, 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 date and year first above written.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
[Seal] By:
----------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
Attest:
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal] By:
----------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
Attest:
--------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Director
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
[Seal] By:
-----------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
Attest:
----------------------------------------
Name:
Title:
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of June, 2001, 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 June, 2001, before me, a notary public in and for
said State, personally appeared Xxxx Xxxxxxxx, known to me to be a Managing
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]
158
STATE OF )
) ss.:
COUNTY OF )
On the 27th day of June, 2001, 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 corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
1
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.
A-1
Class A-[__] Senior Certificate No. 1
[__%] Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date: Percentage Interest: 100%
May 1, 2001
First Distribution Date: Aggregate Initial [Certificate Principal
June 25, 2001 Balance][Notional Amount] of the Class A-[__]
Certificates: $__________
Master Servicer:
Residential Funding Corporation Initial [Certificate Principal Balance][Notional
Amount] of this Class A-[__] Certificate:
Final Scheduled Distribution Date: $__________
----------------
Maturity Date: CUSIP ____________
May 25, 2031
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-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 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 Cede & Co. 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 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 The Chase Manhattan Bank, 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
A-2
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][Notional Amount] 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").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans and the 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 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
A-3
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 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
or the Depositor 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
A-4
Loans and all property acquired in respect of any Mortgage Loan or (ii) to
purchase in whole, but not in part, all of the Class A Certificates from the
Holders thereof; provided, that any such option may only be exercised if the
aggregate Stated Principal Balance of the Mortgage Loans, as applicable, as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans, as applicable.
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.
THE CHASE MANHATTAN BANK,
as Trustee
By:
----------------------------
Authorized Signatory
Dated: May 30, 2001
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[__] Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK,
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.
X-0
XXXXXXX X-0
FORM OF CLASS M-[__] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
CLASS R CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS 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 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 (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
B-1-1
PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A
COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(F) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, 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.
B-1-2
Certificate No. 1 ____% Pass-Through Rate
Class M-[__] Mezzanine Aggregate Certificate Principal Balance of the
Class M-[__] Certificates:
$______________
Date of Pooling and Servicing Initial Certificate Principal Balance of this
Agreement and Cut-off Date: Certificate:
May 1, 2001 $__________
First Distribution Date: CUSIP _________
June 25, 2001
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:
May 25, 2031
Maturity Date:
May 25, 2031
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-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 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 Cede & Co. 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 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
B-1-3
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 The Chase Manhattan Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-1
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, 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(f) 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(f) 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 Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
B-1-4
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
B-1-5
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 or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer or the Depositor to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-1-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 30, 2001 THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[__] Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK,
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
B-1-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
----------------------------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________, account number ________________________________,
or if mailed by check to __________________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________________, the assignee
named above, or ________________________________, as its agent.
X-0-0
XXXXXXX X-0-X
FORM OF DEFINITIVE CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
CLASS R CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO TRANSFER OF THIS CLASS B CERTIFICATE WILL BE MADE UNLESS 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 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 (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
B-2-A-1
PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A
COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(F) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, 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.
B-2-A-2
Certificate No. 1 ____% Pass-Through Rate
Class B Aggregate Certificate Principal Balance of the
Class B Certificates:
$_______________
Date of Pooling and Servicing Initial Certificate Principal Balance of this
Agreement and Cut-off Date: Certificate:
May 1, 2001 $__________
First Distribution Date: CUSIP _________
June 25, 2001
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:
May 25, 2031
Maturity Date:
May 25, 2031
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RS2
evidencing a percentage interest in the distributions allocable
to the Class B Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed 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 Cede & Co. 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 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
B-2-A-3
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 The Chase Manhattan Bank, 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 B
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, no transfer of this Class B 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(f) 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(f) 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 Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
B-2-A-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
B-2-A-5
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 or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer or the Depositor to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2-A-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 30, 2001 THE CHASE MANHATTAN BANK,
as Trustee
By:
--------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK,
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
B-2-A-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
---------------------------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________, account number ________________________________,
or if mailed by check to __________________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________________, the assignee
named above, or ________________________________, as its agent.
B-2-A-8
FORM OF RULE 144A GLOBAL CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND CLASS 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").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE CERTIFICATES DESCRIBED HEREIN MAY ONLY BE OFFERED TO (I) "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 000X XXX/XX (XX) XXXXXXX XXX XXXXXX
XXXXXX TO ENTITIES WHICH ARE "QUALIFIED INSTITUTIONAL BUYERS" AND WHICH ARE NOT
U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT.
NO TRANSFER OF THIS CLASS B 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
B-2-B-1
PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A
COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE 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 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 THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT
B-2-B-2
AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
B-2-B-3
Certificate No. 1 ____% Pass-Through Rate
Class B Subordinate Aggregate Certificate Principal Balance of the
Class B Certificates:
$_______________-
Date of Pooling and Servicing Initial Certificate Principal Balance of this
Agreement and Cut-off Date: Certificate:
May 1, 2001 $_____
First Distribution Date: CUSIP____________
Xxxx 25, 2001
Master Servicer: ISIN___________
Residential Funding Corporation
Final Scheduled Distribution Date:
May 25, 2031
Maturity Date:
May 25, 2031
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RS2
evidencing a percentage interest in the distributions allocable
to the Class B Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed 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 Cede & Co. 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 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
B-2-B-4
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 The Chase Manhattan Bank, 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 B
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 B
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.
B-2-B-5
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event 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.
B-2-B-6
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 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 or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer or the Depositor to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2-B-7
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 30, 2001 THE CHASE MANHATTAN BANK,
as Trustee
By:
--------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK,
as Certificate Registrar
By:
--------------------------------
Authorized Signatory
B-2-B-8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
--------------------------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________, account number ________________________________,
or if mailed by check to __________________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________________, the assignee
named above, or ________________________________, as its agent.
B-2-B-9
FORM OF TEMPORARY REGULATION S GLOBAL CLASS B CERTIFICATE
THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR
PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). NEITHER THIS TEMPORARY REGULATION S GLOBAL CLASS B
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS
PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933
ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE CLOSING DATE, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND CLASS 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").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE CERTIFICATES DESCRIBED HEREIN MAY ONLY BE OFFERED TO (I) "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 000X XXX/XX (XX) XXXXXXX XXX XXXXXX
XXXXXX TO ENTITIES WHICH ARE "QUALIFIED INSTITUTIONAL BUYERS" AND WHICH ARE NOT
U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT.
NO TRANSFER OF THIS CLASS B 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
B-2-C-1
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 WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A
COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
B-2-C-2
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 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 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 THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
B-2-C-3
Certificate No. 1 _____% Pass-Through Rate
Class B Subordinate Aggregate Certificate Principal Balance of the
Class B Certificates:
$________________
Date of Pooling and Servicing Initial Certificate Principal Balance of this
Agreement and Cut-off Date: Certificate:
May 1, 2001 $_____________
First Distribution Date: CUSIP___________
June 25, 2001
Master Servicer: ISIN___________
Residential Funding Corporation
Final Scheduled Distribution Date:
May 25, 2031
Maturity Date:
May 25, 2031
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RS2
evidencing a percentage interest in the distributions allocable
to the Class B Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed 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 Cede & Co. 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 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
B-2-C-4
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 The Chase Manhattan Bank, 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 B
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 B
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.
B-2-C-5
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event 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.
B-2-C-6
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 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 or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer or the Depositor to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2-C-7
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 30, 2001 THE CHASE MANHATTAN BANK,
as Trustee
By:
--------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK,
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
B-2-C-8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
--------------------------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________, account number ________________________________,
or if mailed by check to __________________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________________, the assignee
named above, or ________________________________, as its agent.
B-2-C-9
FORM OF PERMANENT REGULATION S GLOBAL CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN THE UNITED STATES OR
TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO
THE EXCHANGE DATE EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE CERTIFICATES DESCRIBED HEREIN MAY ONLY BE OFFERED TO (I) "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 000X XXX/XX (XX) XXXXXXX XXX XXXXXX
XXXXXX TO ENTITIES WHICH ARE "QUALIFIED INSTITUTIONAL BUYERS" AND WHICH ARE NOT
U.S. PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE 1933 ACT.
NO TRANSFER OF THIS CLASS B 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
B-2-D-1
SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED
IN THE AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (A "PLAN"), OR ANY OTHER PERSON (INCLUDING AN
INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF
ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT EITHER (A) SUCH
TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH TRANSFEREE IS A
COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE 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.
B-2-D-2
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 THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
B-2-D-3
Certificate No. 1 ______% Pass-Through Rate
Class B Subordinate Aggregate Certificate Principal Balance of the
Class B Certificates:
$_______________
Date of Pooling and Servicing Initial Certificate Principal Balance of this
Agreement and Cut-off Date: Certificate:
May 1, 2001 $__________
First Distribution Date: CUSIP __________
June 25, 2001
Master Servicer: ISIN___________
Residential Funding Corporation
Final Scheduled Distribution Date:
May 25, 2031
Maturity Date:
May 25, 2031
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RS2
evidencing a percentage interest in the distributions allocable
to the Class B Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed 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 Cede & Co. 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 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
B-2-D-4
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 The Chase Manhattan Bank, 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 B
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 B
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.
B-2-D-5
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event 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.
B-2-D-6
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 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 or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer or the Depositor to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2-D-7
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: May 30, 2001 THE CHASE MANHATTAN BANK,
as Trustee
By:
--------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK,
as Certificate Registrar
By:
--------------------------------
Authorized Signatory
B-2-D-8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
---------------------------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________, account number ________________________________,
or if mailed by check to __________________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________________, the assignee
named above, or ________________________________, as its agent.
B-2-D-9
EXHIBIT C
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS 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(F) OF THE AGREEMENT IN THE FORM OF
EXHIBIT O TO THE AGREEMENT, WHICH THE TRUSTEE MAY RELY UPON WITHOUT FURTHER
INQUIRY OR INVESTIGATION.
C-1
Certificate No. 1
Class SB Subordinate
Date of Pooling and Servicing Percentage Interest: 100%
and Cut-off Date:
May 1, 2001
First Distribution Date: Aggregate Initial Certificate Principal Balance
June 25, 2001 of the Class SB Certificates:
$_________________
Master Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Certificate: $___________
Final Scheduled Distribution Date: CUSIP: ____________
May 25, 2031
Maturity Date:
May 25, 2031
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-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 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 Xxxx & Co. 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 and second 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
C-2
and The Chase Manhattan Bank, 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-I
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 Mortgage Loans including any Prepayment
Interest Shortfalls not covered by Compensating Interest or 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 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.
C-3
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 O 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
C-4
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
or the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
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
Class A 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 Mortgage Loans as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
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.
C-5
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.
Dated: May 30, 2001 THE CHASE MANHATTAN BANK, as
Trustee
By:
---------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB Certificates referred to in the
within-mentioned Agreement.
THE CHASE MANHATTAN BANK, 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) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
------------------------------ -------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________ for the account of
_____________________________, account number ________________________________,
or if mailed by check to __________________________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ________________________, the assignee
named above, or ________________________________, as its agent.
C-8
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS [R-I] [R-II] [R-III] 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 CLASS [R-I] [R-II] [R-III] CERTIFICATE IS SUBORDINATE TO THE CLASS A
CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN 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(F) 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
D-1
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 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-I] [R-II] [R-III] Certificate No. 1
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
May 1, 2001
First Distribution Date: Initial Certificate Principal
June 25, 2001 Balance of this Certificate: $0.00
Master Servicer: CUSIP:____________
Residential Funding Corporation
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2001-RS2
evidencing a percentage interest in any distributions allocable to the
Class [R-I] [R- II] [R-III] Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate, first lien mortgage loans sold by RESIDENTIAL 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 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 The Chase Manhattan Bank, 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
D-3
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, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the 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-I] [R-II] [R-III] 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 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
D-4
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 new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
D-5
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The 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
or the Depositor from the Trust Fund of all remaining 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 Loans and all property acquired in respect of any
Mortgage Loan or (ii) to purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the Loans, as
applicable, 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 Loans, as applicable.
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.
THE CHASE MANHATTAN BANK,
as Trustee
By:
----------------------------
Authorized Signatory
Dated: May 30, 2001
CERTIFICATE OF AUTHENTICATION
THE CHASE MANHATTAN BANK,
as Certificate Registrar
By:
----------------------------
Authorized Signatory
This is one of the Class [R-I] [R-II] [R-III] Certificates referred to
in the within-mentioned Agreement.
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.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of May 1, 2001, by and among THE CHASE
MANHATTAN BANK, 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 May 1, 2001,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2001-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:
1. 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.
E-1
2. Custody of Mortgage Documents
a. 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.
b. Recordation of Assignments. If any Mortgage File includes one
or more assignments of the related Mortgages to the Trustee 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.
c. Review of Mortgage Files.
i. 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"). The parties hereto
acknowledge that certain documents referred to in Subsection 2.01(b)(i) of the
Pooling Agreement may be missing on or prior to the Closing Date and such
missing documents shall be listed as a Schedule to Exhibit One.
ii. In the event that any Mortgage Note has been delivered to the
Custodian by the Company endorsed to blank, the Custodian, upon the direction of
the Company, shall cause each such Mortgage Note to be endorsed to the Trustee
prior to the date on which the Interim Certification is delivered to the
Trustee. 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 to 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. For purposes of such review, the Custodian shall
compare the following information in each Mortgage File to the corresponding
information in the Mortgage Loan Schedule: (i) the loan number, (ii) the
borrower name and (iii) the original principal balance. 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, or that the MIN is accurate. 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 missing or defective in respect of the items
reviewed as described in this Section 2.3(b), the Custodian shall promptly so
notify the Company, the Master Servicer and the Trustee.
E-2
iii. 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 Company or
the Master Servicer, the Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to the Mortgage Loans
required to be delivered pursuant to Section 2.01(b) of the Pooling Agreement
not then contained in the Mortgage Files.
d. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of a representation or warranty made
by the Master Servicer or the Company as set forth in the Pooling 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.
e. 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 delivering to the Custodian a Request for Release (in the form
of Exhibit Four attached hereto or a mutually acceptable electronic form) and
shall request delivery to it of the Mortgage File. The Custodian agrees, upon
receipt of such Request for Release, promptly to release to the Master Servicer
the related Mortgage File. Upon written notification of a substitution, 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, upon receiving written
notification from the Master Servicer of such substitution.
Upon receipt of a Request for Release from the Master Servicer, signed
by a Servicing Officer, that (i) 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 Mortgage Loan in an amount equal to the Purchase Price
for such Mortgage Loan or (ii) the Company has chosen to substitute a Qualified
Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall release to
the Master Servicer the related Mortgage File.
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 Request for Release certifying as to
the reason for such release. 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 of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian an
updated Request for Release signed by a
E-3
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. Immediately upon receipt of any Mortgage File returned to the
Custodian by the Master Servicer, the Custodian shall deliver a signed
acknowledgment to the Master Servicer, confirming receipt of such Mortgage File.
Upon the request of the Master Servicer, the Custodian will send
to the Master Servicer copies of any documents contained in the Mortgage File.
f. 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.
3. Concerning the Custodian
a. 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 and the
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.
The Master Servicer shall promptly notify the Custodian in
writing if it shall no longer be a member of MERS, or if it otherwise shall no
longer be capable of registering and recording Mortgage Loans using MERS. In
addition, the Master Servicer shall (i) promptly notify the Custodian in writing
when a MERS Mortgage Loan is no longer registered with and recorded under MERS
and (ii) concurrently with any such deregistration of a MERS Mortgage Loan,
prepare, execute and record an original assignment from MERS to the Trustee and
deliver such assignment to the Custodian.
b. 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,
E-4
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.
c. 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.
d. 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.
e. 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.
f. 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
E-5
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.
g. 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.
4. Miscellaneous Provisions
a. 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.
b. 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.
c.
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.
d. 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
e. 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: THE CHASE MANHATTAN BANK,
as Trustee
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
By:
--------------------------
Attention: Structured Finance, Name: Xxxx XxXxxxxxx
Residential Asset Mortgage Title: Assistant Vice President
Products, Inc., Series 2001-RS2
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
-------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
-------------------------
Name: Xxxxx Xxx Xxx
Title: Director
Address: XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Corporate Trust Officer
E-8
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of May, 2001, before me, a notary public in and
for said State, personally appeared Xxxx XxXxxxxxx, known to me to be a
Assistant Vice President of The Chase Manhattan Bank, 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 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 30th day of May, 2001, 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]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 30th day of May, 2001, 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]
E-10
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 2001, before me, a notary public in and
for said State, personally appeared Xxxxxxxx X. Xxxxx known to me to be a
Corporate Trust Officer of Xxxxx Fargo Bank Minnesota, National Association, a
national banking association that executed the within instrument, and also known
to me to be the person who executed it on behalf of said 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
[SEAL]
E-11
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
May 30, 0000
Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RS2
Re: Custodial Agreement, dated as of May 1, 2001, by and among The
Chase Manhattan Bank, Residential Asset Mortgage Products, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank Minnesota,
National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2001-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:
----------------------
E-1
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 200__
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance, Residential Asset Mortgage
Products, Inc., Series 2001-RS2
Re: Custodial Agreement, dated as of May 1, 2001, by and among The
Chase Manhattan Bank, Residential Asset Mortgage Products, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank Minnesota,
National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2001-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:
---------------------
E-2
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 200__
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RS2
Re: Custodial Agreement, dated as of May 1, 2001, by and among The
Chase Manhattan Bank, Residential Asset Mortgage Products, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank Minnesota,
National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2001-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
related 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:
----------------------------
E-3
EXHIBIT FOUR
FORM 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.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
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
E-4
EXHIBIT F
MORTGAGE LOAN SCHEDULE
TO BE PROVIDED UPON REQUEST.
1
RUN ON : 06/28/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.46.22 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2001-RS2 FIXED CUTOFF : 06/01/01
POOL : 0004517
:
:
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
--------------------------------------------------------------------------
1207518 .2500
316,129.89 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1207527 .2500
188,209.72 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1207590 .2500
220,317.24 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1207805 .2500
222,302.87 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1227488 .3360
145,955.87 .0500
13.3750 .0000
13.0390 .0000
12.9890 .0000
12.9890 .0000
1227613 .5280
39,138.17 .0500
14.6250 .0000
14.0970 .0000
14.0470 .0000
14.0470 .0000
1
1227640 1.0000
27,450.24 .0500
13.8750 .0000
12.8750 .0000
12.8250 .0000
12.8250 .0000
1227806 .1250
119,943.51 .0500
12.8750 .0000
12.7500 .0000
12.7000 .0000
12.7000 .0000
1228283 .2500
29,371.76 .0500
10.7500 .0000
10.5000 .0000
10.4500 .0000
10.4500 .0000
1228323 .2500
19,296.35 .0500
10.6250 .0000
10.3750 .0000
10.3250 .0000
10.3250 .0000
1237449 .2500
111,003.33 .0500
9.8750 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
1237876 .2500
242,665.29 .0500
10.2500 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1263003 .2500
254,109.83 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1274613 .5100
266,396.07 .0500
8.7600 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
1
1277988 .2500
272,262.02 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1281599 .2500
256,704.73 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1282623 .5500
284,023.03 .0500
8.7500 .0000
8.2000 .0000
8.1500 .0000
8.1500 .0000
1283408 .2500
224,771.03 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
1284061 .2500
253,525.76 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
1284252 .1250
294,311.82 .0500
8.6250 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1285079 .5000
348,466.34 .0500
8.6250 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1285749 .2500
276,301.05 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1
1285953 .2500
388,755.60 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1287007 .1250
316,313.57 .0500
8.7500 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1287547 .2500
343,085.65 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1287702 .5000
300,302.09 .0500
8.6250 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1287798 .2500
255,256.03 .0500
8.6250 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
1287895 .1250
205,961.57 .0500
9.1250 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1288312 .2500
299,467.04 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1288862 .2500
185,339.80 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1
1288977 .1250
302,639.67 .0500
8.6250 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1290002 .2500
144,156.59 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1290025 .2500
452,851.72 .0500
8.6250 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
1290337 .5500
307,604.95 .0500
9.0000 .0000
8.4500 .0000
8.4000 .0000
8.4000 .0000
1290537 .5500
270,250.88 .0500
8.8750 .0000
8.3250 .0000
8.2750 .0000
8.2750 .0000
1290647 .4750
397,278.72 .0500
8.6000 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1290661 .5000
315,195.72 .0500
8.6250 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1385307 .1700
139,846.24 .0500
7.3750 .0000
7.2050 .0000
7.1550 .0000
7.1550 .0000
1
1398096 .2500
397,519.08 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.9500 .0000
1398101 .2500
423,131.91 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.4500 .0000
1399601 .2500
116,247.79 .0500
10.0000 .0000
9.7500 .0000
9.7000 .0000
9.7000 .0000
1400185 .2500
341,028.26 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
1400194 .2500
284,684.28 .0500
8.6250 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
1400286 .2500
347,085.04 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.4500 .0000
1401983 .1250
345,518.74 .0500
7.2500 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
1402862 .2500
331,897.71 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1
1402867 .2500
347,228.17 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1402869 .2500
352,880.79 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1402892 .2500
265,076.19 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1403063 .2500
181,988.72 .0500
9.8750 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
1807179 .3750
32,719.25 .0500
16.7500 .0000
16.3750 .0000
16.3250 .0000
16.3250 .0000
1821145 .2500
47,022.84 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1990908 .2500
48,348.98 .0500
12.7000 .0000
12.4500 .0000
12.4000 .0000
12.4000 .0000
1992586 .2500
230,575.88 .0500
9.0000 .0000
8.7500 .0000
8.7000 .0000
8.7000 .0000
1
3462398 .5000
145,902.52 .0500
11.3500 .0000
10.8500 .0000
10.8000 .0000
10.8000 .0000
3462543 .5000
36,686.89 .0500
11.2200 .0000
10.7200 .0000
10.6700 .0000
10.6700 .0000
3467859 .5000
130,059.15 .0500
11.2000 .0000
10.7000 .0000
10.6500 .0000
10.6500 .0000
3547960 .5000
80,807.18 .0500
11.3500 .0000
10.8500 .0000
10.8000 .0000
10.8000 .0000
3643971 .5000
111,423.07 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
10.3250 .0000
3712100 .5000
79,310.82 .0500
11.5000 .0000
11.0000 .0000
10.9500 .0000
10.9500 .0000
3712156 .5000
137,079.10 .0500
9.0500 .0000
8.5500 .0000
8.5000 .0000
8.5000 .0000
3763641 .2500
132,625.06 .0500
9.6250 .0000
9.3750 .0000
9.3250 .0000
9.3250 .0000
1
3887023 .5000
47,637.62 .0500
12.4000 .0000
11.9000 .0000
11.8500 .0000
11.8500 .0000
3887193 .5000
31,753.70 .0500
13.2000 .0000
12.7000 .0000
12.6500 .0000
12.6500 .0000
3888216 .2500
324,859.83 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
3892385 .2500
199,154.76 .0500
9.8750 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
3923724 .2500
159,064.35 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
3924173 .2500
136,867.78 .0500
10.1250 .0000
9.8750 .0000
9.8250 .0000
9.8250 .0000
3949459 .2500
275,682.73 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
3955855 .5000
80,302.75 .0500
7.0000 .0000
6.5000 .0000
6.4500 .0000
6.4500 .0000
1
3955887 .5000
24,143.02 .0500
11.9900 .0000
11.4900 .0000
11.4400 .0000
11.4400 .0000
3987635 .2500
80,008.32 .0500
10.2500 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
3988142 .2500
146,155.21 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
4021423 .2500
289,192.99 .0500
9.8750 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
4035826 .2500
116,302.35 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
4040702 .5000
58,899.27 .0500
12.4500 .0000
11.9500 .0000
11.9000 .0000
11.9000 .0000
4040740 .5000
36,793.25 .0500
14.1250 .0000
13.6250 .0000
13.5750 .0000
13.5750 .0000
4040898 .5000
245,762.39 .0500
13.6250 .0000
13.1250 .0000
13.0750 .0000
13.0750 .0000
1
4040928 .5000
24,072.17 .0500
12.9900 .0000
12.4900 .0000
12.4400 .0000
12.4400 .0000
4040946 .5000
35,655.34 .0500
14.9900 .0000
14.4900 .0000
14.4400 .0000
14.4400 .0000
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169,803.35 .0500
10.0500 .0000
9.5500 .0000
9.5000 .0000
9.5000 .0000
4895667 .5000
61,944.31 .0500
9.9500 .0000
9.4500 .0000
9.4000 .0000
9.4000 .0000
4902929 .5000
154,449.82 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
4907282 .5000
467,994.34 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
9.8250 .0000
1
4914340 .5000
47,004.85 .0500
11.6250 .0000
11.1250 .0000
11.0750 .0000
11.0750 .0000
4914854 .5000
49,125.92 .0500
11.6000 .0000
11.1000 .0000
11.0500 .0000
11.0500 .0000
4915143 .5000
17,207.41 .0500
11.6500 .0000
11.1500 .0000
11.1000 .0000
11.1000 .0000
4915343 .5000
91,881.43 .0500
9.6500 .0000
9.1500 .0000
9.1000 .0000
9.1000 .0000
4945226 .5000
50,569.62 .0500
11.3500 .0000
10.8500 .0000
10.8000 .0000
10.8000 .0000
4945402 .5000
40,007.40 .0500
12.7000 .0000
12.2000 .0000
12.1500 .0000
12.1500 .0000
TOTAL NUMBER OF LOANS: 1444
TOTAL BALANCE........: 230,353,144.50
1
RUN ON : 06/28/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.46.22 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2001-RS2 FIXE FIXED SUMMARY REPORT CUTOFF : 06/01/01
POOL : 0004517
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 8.9383 5.5000 16.7500
RFC NET RATE 8.6337 5.2500 16.3750
NET MTG RATE(INVSTR RATE) 8.5837 5.2000 16.3250
POST STRIP RATE 8.5837 5.2000 16.3250
SUB SERV FEE .3046 .1250 1.6250
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: 1444
TOTAL BALANCE........: 230,353,144.50
***************************
* END OF REPORT *
***************************
1
RUN ON : 06/28/01 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.46.22 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2001-RS2 F CUTOFF : 06/01/01
POOL : 0004517
:
:
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 #
______________________________________________________________________________
1207518 478/M32 F 352,500.00 ZZ
360 316,129.89 1
8.875 3,309.08 75
8.625 2,863.99
XXX XXXXXXX XX 00000 5 07/23/90 00
310519061 05 09/01/90 0
03113083 O 08/01/20
0
1207527 470/470 F 210,000.00 ZZ
360 188,209.72 4
8.875 1,960.31 70
8.625 1,705.09
XXX XXXXXXX XX 00000 2 07/13/90 00
01108486 05 09/01/90 0
01108486 O 08/01/20
0
1207590 976/976 F 247,500.00 ZZ
360 220,317.24 1
8.875 2,240.89 90
8.625 2,002.37
XXX XXXXXXX XX 00000 1 07/18/90 14
673171 05 09/01/90 17
673171831 O 08/01/20
0
1207805 372/M32 F 252,000.00 ZZ
360 222,302.87 1
8.875 2,305.15 90
8.625 2,013.95
XXXX XXXXX XX 00000 1 07/24/90 12
310159058 05 09/01/90 20
1
1877182EFC O 08/01/20
0
1227488 902/737 F 180,000.00 ZZ
360 145,955.87 1
13.375 2,044.05 69
13.039 2,044.05
XXXXXXXXX XX 00000 1 07/06/84 00
0401308 05 09/01/84 0
0310596903 O 08/01/14
0
1227613 902/M32 F 45,000.00 ZZ
360 39,138.17 1
14.625 555.53 75
14.097 555.53
XXXXXXX XX 00000 1 11/30/84 00
0310840913 05 01/01/85 0
0310840913 O 12/01/14
0
1227640 902/737 F 32,750.00 ZZ
360 27,450.24 1
13.875 384.81 95
12.875 384.81
XXXXXXX XX 00000 1 01/19/84 00
0401610 05 03/01/84 0
0310888748 O 02/01/14
0
1227806 902/737 F 139,650.00 ZZ
360 119,943.51 1
12.875 1,531.18 95
12.750 1,531.18
XXXXXXXXXX XX 00000 1 09/13/85 00
0401919 05 11/01/85 0
0311180764 O 10/01/15
0
1228283 902/737 S 122,400.00 ZZ
194 29,371.76 1
10.750 1,142.58 90
10.500 2,100.59
XXXXXX XXXX XX 00000 1 06/09/86 00
0402896 05 08/01/86 0
0311983613 O 09/01/02
0
1
1228323 902/M32 S 100,000.00 ZZ
194 19,296.35 2
10.625 924.10 87
10.375 1,817.84
XXXX XXXX XX 00000 1 04/04/86 00
0312059256 05 06/01/86 0
0312059256 O 07/01/02
0
1237449 072/354 F 294,192.00 ZZ
360 111,003.33 1
9.875 2,554.62 89
9.625 2,554.62
XXXXXXXXX XX 00000 1 04/19/91 11
10702363 03 06/01/91 20
4805836 O 05/01/21
0
1237876 492/M32 F 275,200.00 ZZ
360 242,665.29 1
10.250 2,466.08 80
10.000 2,466.08
XXX XXXXXXX XX 00000 1 04/24/91 00
320134315 05 06/01/91 0
200046464 O 05/01/21
0
1263003 511/511 F 283,500.00 ZZ
360 254,109.83 1
8.375 2,154.80 75
8.125 2,154.80
XXXX XXXXXXX XX 00000 5 02/21/92 00
869212 05 04/01/92 0
869212 O 03/01/22
0
1274613 403/076 F 300,000.00 ZZ
360 266,396.07 1
8.760 2,362.25 74
8.250 2,362.25
XXXXXXXX XX 00000 5 04/09/92 00
191826056 05 06/01/92 0
1785039 O 05/01/22
0
1277988 447/447 F 310,000.00 ZZ
360 272,262.02 1
8.375 2,356.23 73
8.125 2,356.23
1
XXXXXX XX 00000 2 01/27/92 00
315976 05 03/01/92 0
315976 O 02/01/22
0
1281599 131/070 F 285,300.00 ZZ
360 256,704.73 1
8.375 2,168.49 77
8.125 2,168.49
XXXXXX XX 00000 2 06/04/92 00
6412292 05 08/01/92 0
9255400 O 07/01/22
0
1282623 028/070 F 313,500.00 ZZ
360 284,023.03 1
8.750 2,466.31 75
8.200 2,466.31
XXXX XXXXX XX 00000 5 05/22/92 00
6411827 05 07/01/92 0
098920851 O 06/01/22
0
1283408 487/163 F 300,000.00 ZZ
360 224,771.03 1
8.500 2,306.74 75
8.250 2,306.74
XXXXXX XXXXXXX XX 00000 1 07/01/92 00
202224035 05 08/01/92 0
0000000000 O 07/01/22
0
1284061 487/163 F 306,000.00 ZZ
360 253,525.76 1
8.500 2,352.88 90
8.250 2,352.88
XXXXXXXXX XX 00000 2 03/06/92 12
202193551 05 05/01/92 17
016137033998 O 04/01/22
0
1284252 560/B71 F 339,640.71 ZZ
324 294,311.82 1
8.625 2,707.09 64
8.500 2,707.09
XXXXXXXXX XX 00000 1 01/09/92 00
220244008 05 04/01/92 0
169910007 O 03/01/19
0
1
1285079 570/070 F 400,000.00 ZZ
360 348,466.34 1
8.625 3,111.16 67
8.125 3,111.16
XXXXX XXXXXX XX 00000 1 05/21/92 00
6411821 05 07/01/92 0
6323737 O 06/01/22
0
1285749 372/G48 F 316,300.00 ZZ
360 276,301.05 1
8.875 2,516.62 80
8.625 2,516.62
XXXXXXXX XX 00000 2 06/24/92 00
656958 05 08/01/92 0
2467306 O 07/01/22
0
1285953 447/447 F 444,500.00 ZZ
360 388,755.60 1
8.375 3,378.53 70
8.125 3,378.53
XXXXXXXX XX 00000 1 01/08/92 00
318620 03 03/01/92 0
318620 O 02/01/22
0
1287007 560/B71 F 350,000.00 ZZ
360 316,313.57 1
8.750 2,753.45 80
8.625 2,753.45
XXXX XXXXX XX 00000 1 06/01/92 00
220292536 05 08/01/92 0
195660709 O 07/01/22
0
1287547 070/070 F 387,000.00 ZZ
360 343,085.65 1
8.750 3,044.53 68
8.500 3,044.53
XXXXXXXXXX (XXX XX 00000 2 06/04/92 00
6690383 05 08/01/92 0
6690383 O 07/01/22
0
1287702 575/070 F 332,150.00 ZZ
360 300,302.09 1
1
8.625 2,583.43 90
8.125 2,583.43
XXXXX XXXX XX 00000 1 05/26/92 12
6413819 03 07/01/92 20
43347178343758 O 06/01/22
0
1287798 637/447 F 304,500.00 ZZ
360 255,256.03 1
8.625 2,368.37 70
8.375 2,368.37
XXXXXX XX 00000 5 06/12/92 00
2842453 03 08/01/92 0
2004299 O 07/01/22
0
1287895 560/B71 F 229,500.00 ZZ
360 205,961.57 1
9.125 1,867.29 90
9.000 1,867.29
XXXX XXXX XX 00000 1 04/22/92 00
220248728 05 06/01/92 0
463411009 O 05/01/22
0
1288312 372/G48 F 332,000.00 ZZ
360 299,467.04 1
8.750 2,611.85 83
8.500 2,611.85
XXXXXXX XX 00000 2 06/17/92 04
657002 05 08/01/92 12
2818979 O 07/01/22
0
1288862 575/070 F 206,000.00 ZZ
360 185,339.80 1
8.875 1,639.03 69
8.625 1,639.03
XXXXXXXXXX XX 00000 1 05/15/92 00
6414296 05 07/01/92 0
43640068342669 O 06/01/22
0
1288977 560/B71 F 335,000.00 ZZ
360 302,639.67 1
8.625 2,605.60 71
8.500 2,605.60
XXXXXXX XX 00000 2 06/24/92 00
220272033 05 08/01/92 0
1
195643200 O 07/01/22
0
1290002 070/070 F 160,000.00 ZZ
360 144,156.59 1
8.750 1,258.72 61
8.500 1,258.72
XXXX XXXXX XX 00000 1 07/13/92 00
6695558 05 08/01/92 0
6695558 O 07/01/22
0
1290025 070/070 F 500,000.00 ZZ
360 452,851.72 1
8.625 3,888.95 58
8.375 3,888.95
XXXXX XXXXXXXXX XX 00000 1 07/13/92 00
6787247 05 09/01/92 0
6787247 O 08/01/22
0
1290337 633/070 F 337,500.00 ZZ
360 307,604.95 1
9.000 2,715.60 75
8.450 2,715.60
XX XXXXXX XX 00000 5 06/29/92 00
6415121 05 09/01/92 0
642805 O 08/01/22
0
1290537 209/070 F 300,000.00 ZZ
360 270,250.88 1
8.875 2,386.94 70
8.325 2,386.94
XXXXXXXXX XX 00000 5 07/09/92 00
6414875 05 09/01/92 0
921127406 O 08/01/22
0
1290647 073/070 F 440,000.00 ZZ
360 397,278.72 1
8.600 3,414.45 80
8.125 3,414.45
XXXXXXXX XX XXX XX 00000 2 06/23/92 00
6414809 05 08/01/92 0
1309516 O 07/01/22
0
1
1290661 633/070 F 347,650.00 ZZ
360 315,195.72 1
8.625 2,703.99 85
8.125 2,703.99
XXX XXXXXXX XX 00000 2 07/10/92 11
6414908 03 09/01/92 12
643122 O 08/01/22
0
1385307 635/M32 F 156,000.00 ZZ
360 139,846.24 1
7.375 1,077.46 69
7.205 1,077.46
XXXXXXXX XX 00000 2 09/24/93 00
9716275 05 11/01/93 0
3188679 O 10/01/23
607691
1398096 018/M32 F 440,000.00 ZZ
360 397,519.08 1
7.250 3,001.58 75
7.000 3,001.58
XXXXXXXX XX 00000 4 02/25/94 00
9720426 05 05/01/94 0
209359 O 04/01/24
607703
1398101 018/M32 F 484,000.00 ZZ
360 423,131.91 1
6.750 3,139.21 70
6.500 3,139.21
XXXXXXXXXX XX 00000 2 10/25/93 00
9720418 05 12/01/93 0
204800 O 11/01/23
607704
1399601 541/G48 F 122,250.00 ZZ
360 116,247.79 1
10.000 1,072.83 75
9.750 1,072.83
COVINA XX 00000 2 11/07/94 00
657165 05 01/01/95 0
49601697 O 12/01/24
607710
1400185 299/M32 F 372,000.00 ZZ
360 341,028.26 1
8.250 2,794.72 80
8.000 2,794.72
1
XXXXX XXXXX XX 00000 1 09/06/94 00
9720616 05 11/01/94 0
940209 O 10/01/24
607722
1400194 299/M32 F 304,000.00 ZZ
360 284,684.28 1
8.625 2,364.49 80
8.375 2,364.49
XXXXXXXX XX 00000 1 09/27/94 00
9720582 05 11/01/94 0
267364 O 10/01/24
607723
1400286 976/976 F 384,100.00 ZZ
360 347,085.04 1
7.750 2,751.74 80
7.500 2,751.74
XXXXXXX XXXXXXX XX 00000 1 11/28/94 00
250799 05 01/01/95 0
250799 O 12/01/24
607727
1401983 450/994 F 400,000.00 ZZ
349 345,518.74 1
7.250 2,753.06 45
7.125 2,753.06
XXXX XXXXXXXXXX XX 00000 4 10/03/94 00
92799113 05 12/01/94 0
2987725 O 12/01/23
607745
1402862 074/M32 F 361,000.00 ZZ
360 331,897.71 1
8.750 2,839.99 79
8.500 2,839.99
XXXXXXX XX 00000 1 10/28/94 00
9721135 05 12/01/94 0
8350877 O 11/01/24
607763
1402867 074/G48 F 367,500.00 ZZ
360 347,228.17 1
9.250 3,023.33 75
9.000 3,023.33
XXX XXXXX XX 00000 1 11/14/94 00
657278 05 01/01/95 0
10470113 O 12/01/24
607766
1
1402869 074/M32 F 375,000.00 ZZ
360 352,880.79 1
8.875 2,983.67 75
8.625 2,983.67
XXXXXXXXXX XXXX XX 00000 2 10/28/94 00
9721143 05 01/01/95 0
10478931 O 12/01/24
607767
1402892 074/G48 F 280,000.00 ZZ
360 265,076.19 1
9.250 2,303.50 80
9.000 2,303.50
XXXXXX XX 00000 1 01/06/95 00
657276 05 03/01/95 0
60074118 O 02/01/25
607773
1403063 560/560 F 210,000.00 ZZ
360 181,988.72 1
9.875 1,823.53 75
9.625 1,823.53
XXXXX XXXXX XX 00000 1 12/16/94 00
450051008 05 02/01/95 0
450051008 O 01/01/25
607781
1807179 A48/H74 F 35,000.00 ZZ
180 32,719.25 1
16.750 532.46 24
16.375 532.46
XXXXXX XX 00000 5 03/11/98 00
0179770 05 04/16/98 0
154 O 03/16/13
0
1821145 287/076 F 49,575.00 ZZ
360 47,022.84 1
9.250 407.85 100
9.000 407.85
XXXXXXXXXX XX 00000 1 03/31/95 00
176112472 05 05/01/95 0
176112472 O 04/01/25
1670067038
1990908 877/G01 F 48,500.00 ZZ
360 48,348.98 1
1
12.700 525.16 100
12.450 525.16
XXXXXXX XX 00000 1 06/13/00 23
0432131274 05 07/13/00 0
1686368 O 06/13/30
0
1992586 637/G01 F 231,750.00 ZZ
360 230,575.88 2
9.000 1,864.72 90
8.750 1,864.72
XXX XXXXXXXX XX 00000 1 08/10/00 12
0432262871 05 10/01/00 25
0019183094 O 09/01/30
0
3462398 Q72/U72 F 148,000.00 ZZ
360 145,902.52 1
11.350 1,448.72 79
10.850 1,448.72
XXXXXX XX 00000 5 02/26/98 00
0800085060 05 04/01/98 0
0800085060 O 03/01/28
0
3462543 Q72/U72 F 39,750.00 ZZ
180 36,686.89 1
11.220 457.30 70
10.720 457.30
XXXXXXX XX 00000 5 09/28/98 00
0800103194 05 12/01/98 0
0800103194 O 11/01/13
0
3467859 Q72/U72 F 131,850.00 ZZ
360 130,059.15 1
11.200 1,275.60 84
10.700 1,275.60
XXXXXXXXXX XX 00000 1 08/28/98 00
0899001416 05 09/28/98 0
0899001416 O 08/28/28
0
3547960 Q82/H74 F 81,300.00 ZZ
360 80,807.18 1
11.350 795.82 102
10.850 795.82
XXXXXXXXXX XX 00000 2 01/12/00 00
0009121534 05 02/19/00 0
1
2689420 O 01/19/30
0
3643971 E22/G01 F 111,850.00 ZZ
360 111,423.07 1
10.875 1,054.62 107
10.375 1,054.62
XXXXXXXXXX XX 00000 1 07/26/00 23
0412066714 05 09/01/00 0
0412066714 O 08/01/30
0
3712100 Q72/U72 F 83,200.00 ZZ
360 79,310.82 1
11.500 823.92 80
11.000 823.92
XXXXX XX 00000 5 06/30/98 00
0899013585 05 08/06/98 0
0899013585 O 07/06/28
0
3712156 Q72/U72 F 140,000.00 ZZ
360 137,079.10 1
9.050 1,131.52 80
8.550 1,131.52
XXXXXX XX 00000 5 06/25/98 00
0899018287 05 09/01/98 0
0899018287 N 08/01/28
0
3763641 664/G01 F 133,150.00 ZZ
360 132,625.06 1
9.625 1,131.77 105
9.375 1,131.77
XXXXX XX 00000 1 09/07/00 23
0432651248 09 11/01/00 0
0003594470 O 10/01/30
0
3887023 Q72/U72 F 50,400.00 ZZ
180 47,637.62 1
12.400 617.92 80
11.900 617.92
XXXXXX XXXX XX 00000 5 05/13/99 00
0899026165 05 06/18/99 0
0899026165 O 05/18/14
0
1
3887193 Q72/W10 F 31,875.00 ZZ
360 31,753.70 1
13.200 357.60 75
12.700 357.60
XXXXXXXXX XX 00000 1 01/07/00 00
0001717990 05 03/01/00 0
8680050 O 02/01/30
0
3888216 286/286 F 326,250.00 ZZ
360 324,859.83 1
9.250 2,683.98 75
9.000 2,683.98
XXXXXX XXXXXX XX 00000 5 09/19/00 00
09758206 03 11/01/00 0
09758206 N 10/01/30
0
3892385 526/G01 F 200,000.00 ZZ
360 199,154.76 1
9.875 1,736.70 100
9.625 1,736.70
XXXXXX XX 00000 1 08/24/00 23
0432460491 03 10/01/00 0
420258 O 09/01/30
0
3923724 665/U57 F 159,900.00 ZZ
360 159,064.35 1
8.250 1,201.28 80
8.000 1,201.28
XXXXXXX XX 00000 1 09/19/00 00
0432627487 27 11/01/00 0
88002700 O 10/01/30
0
3924173 N67/G01 F 137,350.00 ZZ
360 136,867.78 1
10.125 1,218.05 100
9.875 1,218.05
XXX XXXXX XX 00000 1 10/11/00 23
0432631760 03 12/01/00 0
1780003735 O 11/01/30
0
3949459 F27/F27 F 277,300.00 ZZ
360 275,682.73 1
8.125 2,058.95 80
7.875 2,058.95
1
XXXXXXXXXX XX 00000 1 11/17/00 00
3949459 03 01/01/01 0
3949459 O 12/01/30
0
3955855 Q72/U72 F 81,280.69 ZZ
360 80,302.75 1
7.000 540.76 107
6.500 540.76
XXXXXXXXXXXX XX 00000 1 04/01/00 00
0800099806 05 05/01/00 0
0800099806 O 04/01/30
0
3955887 Q72/U72 F 24,700.00 ZZ
360 24,143.02 1
11.990 253.88 65
11.490 253.88
XXXXXXXX XX 00000 5 11/09/99 00
0899022727 05 01/01/00 0
0899022727 O 12/01/29
0
3987635 T24/G01 F 80,250.00 ZZ
360 80,008.32 1
10.250 719.12 107
10.000 719.12
XXXXXXXXX XX 00000 1 10/31/00 23
0432411460 05 12/01/00 0
09776530 O 11/01/30
0
3988142 286/286 F 146,700.00 ZZ
360 146,155.21 1
9.250 1,206.86 91
9.000 1,206.86
XXXXXX XX 00000 1 09/28/00 01
9969203 03 12/01/00 30
9969203 N 11/01/30
0
4021423 286/G01 F 290,000.00 ZZ
360 289,192.99 1
9.875 2,518.22 100
9.625 2,518.22
XXXXXXXXXX XX 00000 1 11/03/00 23
0432678522 03 01/01/01 0
0000186802 O 12/01/30
0
1
4035826 286/286 F 116,800.00 ZZ
360 116,302.35 2
9.250 960.88 80
9.000 960.88
XXXXXXXXXXXX XX 00000 1 10/02/00 00
152959 05 11/01/00 0
152959 O 10/01/30
0
4040702 Q72/W10 F 60,000.00 ZZ
180 58,899.27 1
12.450 638.03 80
11.950 638.03
XXXXXXX XX 00000 5 07/24/97 00
0001732957 05 08/29/97 0
0003153525 O 07/29/12
0
4040740 Q72/W10 F 37,000.00 ZZ
360 36,793.25 1
14.125 442.07 66
13.625 442.07
XXXXXXXX XXXX XX 00000 5 02/26/99 00
0001733328 05 04/01/99 0
0017557208 N 03/01/29
0
4040898 Q72/W10 F 246,500.00 ZZ
360 245,762.39 2
13.625 2,847.71 85
13.125 2,847.71
XXXXXXX XX 00000 1 03/20/00 00
0001734730 05 05/01/00 0
57600871 O 04/01/30
0
4040928 Q72/W10 F 24,500.00 ZZ
240 24,072.17 1
12.990 286.86 70
12.490 286.86
XXXX XX 00000 5 12/17/99 00
0001735034 05 01/22/00 0
58602576 O 12/22/19
0
4040946 Q72/W10 F 35,750.00 ZZ
360 35,655.34 1
1
14.990 451.75 65
14.490 451.75
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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
4419221 K39/U56 F 100,000.00 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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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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360 143,768.09 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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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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4659586 286/286 F 311,000.00 ZZ
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4659589 286/286 F 1,310,950.00 ZZ
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4659590 286/286 F 452,000.00 ZZ
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1
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XXX XXXXX XX 00000 1 03/22/01 00
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360 414,262.69 1
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0
4660384 286/286 F 500,000.00 ZZ
360 499,236.74 1
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0
4660399 286/286 F 387,200.00 ZZ
360 386,623.48 1
1
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0
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0
4660500 286/286 F 488,000.00 ZZ
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4664192 T20/U56 F 60,800.00 ZZ
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4664315 936/U56 F 38,250.00 ZZ
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0
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4664330 936/U56 F 69,300.00 ZZ
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1
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0
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0
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0
4664337 936/U56 F 30,500.00 ZZ
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0
4664338 936/U56 F 72,250.00 ZZ
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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
4664342 936/U56 F 29,600.00 ZZ
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XXX XXXXXXX XX 00000 5 06/26/00 00
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0
4664343 936/U56 F 89,900.00 ZZ
360 89,536.14 1
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XXX XXXXXXX XX 00000 5 07/17/00 23
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0
1
4664344 936/U56 F 78,400.00 ZZ
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0
4664345 936/U56 F 41,250.00 ZZ
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0
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0
4664347 936/U56 F 52,800.00 ZZ
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0
4664348 936/U56 F 26,000.00 ZZ
360 25,819.68 1
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0
4664349 936/U56 F 48,400.00 ZZ
360 48,193.24 1
1
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XXX XXXXXXX XX 00000 5 07/25/00 00
0432718849 05 09/01/00 0
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0
4664352 936/U56 F 52,700.00 ZZ
360 52,550.56 1
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0
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0
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4766591 N74/U56 F 73,800.00 ZZ
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4766599 N74/U56 F 72,250.00 ZZ
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0124085 O 04/30/16
0
4832368 W33/G01 F 82,000.00 ZZ
180 81,947.71 1
8.250 616.04 100
8.000 616.04
NILES MI 49120 5 05/08/01 23
0432817666 05 06/11/01 0
0124552 O 05/11/16
0
4832374 W33/G01 F 72,400.00 ZZ
180 72,320.44 1
8.990 582.03 100
8.740 582.03
MUNCIE IN 47302 1 04/27/01 23
0432801173 05 05/27/01 0
0124527 O 04/27/16
0
4832399 W33/G01 F 95,000.00 ZZ
180 94,890.28 1
8.750 747.37 100
8.500 747.37
LEXINGTON KY 40517 1 04/25/01 23
0432801983 05 05/25/01 0
0123150 O 04/25/16
0
4832559 W33/G01 F 64,000.00 ZZ
180 63,936.79 1
9.500 538.15 100
9.250 538.15
COLUMBIA KY 42728 1 04/27/01 23
0432802924 05 05/27/01 0
0124239 O 04/27/16
0
4833149 W33/G01 F 59,500.00 ZZ
180 59,437.94 1
9.240 489.06 100
8.990 489.06
SPRINGFIELD IL 62702 1 04/27/01 23
0432803898 05 05/27/01 0
0123055 O 04/27/16
0
1
4833602 U74/U57 F 37,000.00 ZZ
360 36,988.44 1
11.600 369.23 100
11.100 369.23
VANDERGRIFT PA 15690 1 04/12/01 23
0432805919 05 06/01/01 0
10006387 O 05/01/31
0
4835790 W33/G01 F 175,000.00 ZZ
180 174,893.98 1
8.500 1,345.60 100
8.250 1,345.60
HOWARD CITY MI 49329 5 05/11/01 23
0432804474 05 06/15/01 0
0124715 O 05/15/16
0
4835794 W33/G01 F 233,000.00 ZZ
180 232,865.95 1
8.750 1,833.01 100
8.500 1,833.01
CROWN POINT IN 46307 5 05/08/01 23
0432804334 05 06/11/01 0
0124597 O 05/11/16
0
4835801 W33/G01 F 69,000.00 ZZ
180 68,960.31 1
8.750 542.82 106
8.500 542.82
WEST PADUCAH KY 42086 5 05/04/01 23
0432804144 05 06/08/01 0
0124442 O 05/08/16
0
4835811 W33/G01 F 51,000.00 ZZ
180 50,946.93 1
9.250 419.56 92
9.000 419.56
EVANSVILLE IN 47713 1 04/13/01 23
0432802213 05 05/13/01 0
0124031 O 04/13/16
0
4835833 W33/G01 F 83,000.00 ZZ
180 82,952.25 1
1
8.750 652.96 100
8.500 652.96
ELKHART IN 46514 1 04/23/01 23
0432802379 05 05/23/01 0
0123310 O 04/23/16
0
4835836 W33/G01 F 71,997.00 ZZ
180 71,963.34 1
9.740 618.04 100
9.490 618.04
VALPARAISO IN 46383 1 04/26/01 23
0432802478 05 05/26/01 0
0124224 O 04/26/16
0
4835843 W33/G01 F 47,895.00 ZZ
180 47,871.39 1
9.490 402.38 100
9.240 402.38
BRAZIL IN 47834 1 04/26/01 23
0432803039 05 05/26/01 0
0124069 O 04/26/16
0
4835856 W33/G01 F 119,000.00 ZZ
180 118,934.87 1
8.990 956.64 100
8.740 956.64
LOUISVILLE KY 40211 1 05/03/01 23
0432803237 05 06/02/01 0
0124044 O 05/02/16
0
4835861 W33/G01 F 110,000.00 ZZ
180 109,932.67 1
8.450 841.91 100
8.200 841.91
PENDLETON IN 46064 5 05/10/01 23
0432805067 05 06/14/01 0
0124280 O 05/14/16
0
4835867 W33/G01 F 83,000.00 ZZ
180 82,952.25 1
8.750 652.96 100
8.500 652.96
FRANKFORT KY 40601 1 04/20/01 23
0432803427 05 05/20/01 0
1
0124111 O 04/20/16
0
4835916 W33/G01 F 59,500.00 ZZ
180 59,469.16 1
9.250 489.49 100
9.000 489.49
GARY IN 46406 1 05/07/01 23
0432803773 05 06/06/01 0
0124140 O 05/06/16
0
4835927 W33/G01 F 58,000.00 ZZ
180 57,966.63 1
8.750 456.29 100
8.500 456.29
GREENCASTLE IN 46135 1 05/09/01 23
0432803906 05 06/08/01 0
0124359 N 05/08/16
0
4836190 W33/G01 F 120,000.00 ZZ
180 119,930.24 1
8.700 939.76 100
8.450 939.76
CALUMET CITY IL 60409 5 05/11/01 23
0432817575 05 06/15/01 0
0124545 O 05/15/16
0
4836534 W33/G01 F 75,000.00 ZZ
180 74,913.38 1
8.750 590.03 100
8.500 590.03
ALBION IN 46701 2 04/24/01 23
0432805232 05 05/28/01 0
0124423 O 04/28/16
0
4838609 W33/G01 F 93,000.00 ZZ
180 92,897.81 1
8.990 747.63 98
8.740 747.63
ATLANTA IN 46031 5 04/26/01 23
0432805331 05 05/31/01 0
0124328 O 04/30/16
0
1
4838638 W33/G01 F 75,000.00 ZZ
180 74,952.18 1
8.250 563.45 100
8.000 563.45
NEW CASTLE IN 47362 5 05/11/01 23
0432806255 05 06/15/01 0
0124726 O 05/15/16
0
4839678 U74/U56 F 105,000.00 ZZ
360 104,962.47 2
10.990 999.15 70
10.490 999.15
CHICAGO IL 60644 5 04/13/01 00
0432813517 05 06/01/01 0
10007727 O 05/01/31
0
4840067 U74/U56 F 209,450.00 ZZ
360 209,094.21 1
8.850 1,662.73 79
8.350 1,662.73
AREA OF WHITTIE CA 90604 5 02/20/01 00
0432810943 05 04/01/01 0
01020009 O 03/01/31
0
4840641 W75/U56 F 45,750.00 ZZ
360 45,713.72 1
12.400 484.72 75
11.900 484.72
DETROIT MI 48235 2 02/09/01 00
0432806503 05 04/01/01 0
EDWARD1027 N 03/01/31
0
4840645 W75/U56 F 269,100.00 ZZ
360 268,786.65 1
11.990 2,765.93 90
11.490 2,765.93
LOS ANGELES CA 90043 1 01/29/01 23
0432806701 05 03/01/01 0
JOHNSO1028 O 02/01/31
0
4840934 U74/U56 F 97,000.00 ZZ
360 96,937.71 1
11.500 960.58 97
11.000 960.58
1
PORT RICHEY FL 34668 1 03/14/01 23
0432812733 05 05/01/01 0
10006292 O 04/01/31
0
4845625 Q82/U56 F 52,000.00 ZZ
180 51,636.56 1
10.490 574.49 77
9.990 574.49
RHOADESVILLE VA 22542 5 02/28/01 00
0432812949 05 04/05/01 0
0012317080228 O 03/05/16
0
4845628 Q82/U56 F 25,500.00 ZZ
180 25,318.31 1
13.390 329.21 75
12.890 329.21
DOTHAN AL 36303 5 02/16/01 23
0432812436 05 03/22/01 0
0101399578341 O 02/22/16
0
4845630 Q82/U56 F 199,500.00 ZZ
360 199,254.34 1
10.390 1,808.52 95
9.890 1,808.52
DOWNINGTOWN PA 19335 5 03/13/01 23
0432812535 05 04/19/01 0
0102202281345 O 03/19/31
0
4845633 Q82/U56 F 59,500.00 ZZ
360 59,448.28 1
11.990 611.57 85
11.490 611.57
NORRISTOWN PA 19401 5 03/16/01 23
0432812501 05 04/21/01 0
0103243681645 O 03/21/31
0
4845634 Q82/U56 F 52,500.00 ZZ
360 52,464.99 1
11.330 513.11 70
10.830 513.11
ST AUGUSTINE FL 32095 5 04/05/01 00
0432812469 05 05/05/01 0
0103309783072 N 04/05/31
0
1
4845637 Q82/U56 F 85,500.00 ZZ
240 85,272.40 1
9.950 822.27 95
9.450 822.27
NATIONAL PARK NJ 08063 5 04/12/01 23
0432812576 05 05/17/01 0
0104300683743 O 04/17/21
0
4845638 Q82/U58 F 155,998.49 ZZ
360 155,876.99 1
12.491 1,663.83 80
11.991 1,663.83
GAHANNA OH 43230 5 10/09/00 00
0432812980 05 11/13/00 0
6913040000254 O 10/13/30
0
4845639 Q82/U56 F 22,400.00 ZZ
240 21,757.08 1
10.990 231.06 80
10.490 231.06
YOUNGSTOWN OH 44505 2 08/23/99 00
0432812865 05 09/27/99 0
9908188446227 O 08/27/19
0
4845668 L49/U57 F 487,000.00 ZZ
360 486,689.46 1
8.250 3,658.67 80
8.000 3,658.67
IRVINE CA 92618 1 04/13/01 00
0432821064 03 06/01/01 0
10004382 O 05/01/31
0
4845707 P37/U57 F 60,200.00 ZZ
360 60,129.92 1
11.990 618.76 70
11.490 618.76
PERRIS CA 92570 5 01/24/01 00
0432813384 27 03/01/01 0
101040530 O 02/01/31
0
4845709 P37/U57 F 108,000.00 ZZ
360 107,835.09 2
1
9.375 898.29 80
8.875 898.29
GARDENA CA 90247 1 02/09/01 23
0432813426 05 04/01/01 0
101122357 O 03/01/31
0
4845711 P37/U57 F 332,100.00 ZZ
360 331,534.51 4
12.875 3,641.27 90
12.375 3,641.27
BROOKLYN NY 11233 1 10/31/00 23
0432813467 05 12/01/00 0
10162556 O 11/01/30
0
4845713 P37/U57 F 144,000.00 ZZ
360 143,821.25 1
11.699 1,447.92 80
11.199 1,447.92
BRONX NY 10466 1 02/05/01 00
0432813525 05 03/01/01 0
12060821 O 02/01/31
0
4845715 P37/U57 F 310,500.00 ZZ
360 310,003.39 3
10.990 2,954.62 90
10.490 2,954.62
ROCKAWAY NY 11693 1 01/23/01 23
0432813574 05 03/01/01 0
12294443 O 02/01/31
0
4845716 P37/U57 F 85,000.00 ZZ
180 84,691.24 1
12.000 874.32 100
11.500 874.32
DURHAM NC 27703 1 05/24/00 23
0432813632 05 07/01/00 0
13747399 O 06/01/15
0
4845910 L49/U57 F 401,700.00 ZZ
360 401,071.38 1
7.250 2,740.30 70
7.000 2,740.30
CARLSBAD CA 92009 2 03/27/01 00
0432821114 03 05/01/01 0
1
10005302 O 04/01/31
0
4846012 L49/U57 F 515,900.00 ZZ
360 515,487.45 1
7.125 3,475.71 80
6.875 3,475.71
SAN JOSE CA 95148 1 04/11/01 00
0432820777 05 06/01/01 0
10006406 O 05/01/31
0
4846050 L49/U57 F 460,000.00 ZZ
360 459,280.15 1
7.250 3,138.01 80
7.000 3,138.01
MISSION VIEJO CA 92692 2 03/06/01 00
0432820470 03 05/01/01 0
10006234 O 04/01/31
0
4846146 L49/U57 F 333,350.00 ZZ
360 332,828.35 1
7.250 2,274.03 80
7.000 2,274.03
TRACY CA 95376 1 03/16/01 00
0432820553 05 05/01/01 0
10004840 O 04/01/31
0
4846213 L49/U57 F 385,000.00 ZZ
180 382,692.60 1
7.625 3,596.40 70
7.375 3,596.40
FULLERTON CA 92835 1 03/27/01 00
0432820975 03 05/01/01 0
10006532 O 04/01/16
0
4849457 225/U57 F 143,500.00 ZZ
360 143,237.35 1
8.500 1,103.39 83
8.250 1,103.39
CHICAGO IL 60638 2 02/07/01 11
0432838027 05 04/01/01 12
7237053 O 03/01/31
0
1
4849555 225/U57 F 240,000.00 ZZ
360 239,854.60 4
8.500 1,845.40 80
8.250 1,845.40
JERSEY CITY NJ 07302 1 04/11/01 00
0432838282 05 06/01/01 0
7237829 N 05/01/31
0
4853486 225/U57 F 318,800.00 ZZ
180 317,772.15 1
6.750 2,821.10 78
6.500 2,821.10
PHOENIX AZ 85087 2 04/06/01 00
0432833937 05 06/01/01 0
724146400 O 05/01/16
0
4857892 R84/U56 F 48,450.00 ZZ
180 48,404.38 1
11.625 484.42 94
11.125 484.42
LAFAYETTE LA 70506 5 03/06/01 23
0432817971 05 04/12/01 0
1020400 O 03/12/16
0
4857894 A52/U57 F 156,400.00 ZZ
360 156,254.06 1
9.750 1,343.72 85
9.250 1,343.72
LITHONIA GA 30038 5 03/29/01 23
0432826097 05 05/01/01 0
13939 O 04/01/31
0
4857896 U77/U56 F 91,105.00 ZZ
360 90,995.20 1
10.490 832.69 95
9.990 832.69
CHARLOTTE NC 28215 1 03/06/01 23
0432820314 05 04/07/01 0
3456 O 03/07/31
0
4857903 W02/U56 F 63,750.00 ZZ
360 63,711.49 1
11.780 644.97 75
11.280 644.97
1
LUTZ FL 33549 5 04/06/01 00
0432820157 05 05/11/01 0
LAROCCO O 04/11/31
0
4875139 B76/U57 F 146,000.00 ZZ
360 145,508.45 1
10.375 1,321.90 88
9.925 1,321.90
NOBLESVILLE IN 46060 1 09/15/00 23
0432819787 05 11/01/00 0
558551 O 10/01/30
0
4875141 B76/U57 F 97,750.00 ZZ
360 97,195.39 1
10.000 857.83 85
9.550 857.83
GREENWOOD IN 46143 1 09/12/00 01
0432819720 05 11/01/00 30
565713 O 10/01/30
0
4891189 K39/U56 F 370,500.00 ZZ
360 369,492.01 1
8.700 2,901.51 85
8.200 2,901.51
GREENVILLE SC 29615 1 03/30/01 23
0432824324 05 04/30/01 0
415136470 O 03/30/31
0
4895233 T20/U56 F 35,000.00 ZZ
180 34,963.84 1
12.530 374.36 70
12.030 374.36
EVELETH MN 55734 5 01/29/01 00
0432826311 05 03/02/01 0
W13763.1 O 02/02/16
0
4895234 T20/U56 F 45,750.00 ZZ
180 45,710.45 1
10.130 405.90 75
9.630 405.90
SYLVANIA OH 43560 1 03/28/01 00
0432826329 05 05/01/01 0
W14535.1 O 04/01/16
0
1
4895235 T20/U56 F 112,000.00 ZZ
180 111,880.39 1
11.050 1,070.84 100
10.550 1,070.84
CALUMET PARK IL 60827 1 03/20/01 23
0432826162 05 04/20/01 0
W15503.1 O 03/20/16
0
4895239 T20/U56 F 270,750.00 ZZ
180 270,417.32 1
10.400 2,456.44 95
9.900 2,456.44
STONE MOUNTAIN GA 30087 1 03/09/01 23
0432826188 03 04/09/01 0
W16734.1 O 03/09/16
0
4895240 T20/U56 F 48,000.00 ZZ
180 47,982.81 1
10.980 456.39 80
10.480 456.39
PACIFIC MO 63069 5 03/29/01 00
0432826352 05 06/01/01 0
W17287.1 O 05/01/16
0
4895241 T20/U56 F 148,750.00 ZZ
180 148,643.42 2
11.000 1,416.59 85
10.500 1,416.59
CHICAGO IL 60621 1 03/08/01 23
0432826196 05 05/01/01 0
W17453.1 O 04/01/16
0
4895243 T20/U56 F 138,700.00 ZZ
180 138,522.85 2
10.220 1,239.81 95
9.720 1,239.81
CHICAGO IL 60608 5 03/16/01 23
0432826220 05 04/21/01 0
W18244.1 O 03/21/16
0
4895244 T20/U56 F 19,600.00 ZZ
180 19,585.99 1
1
12.870 214.83 70
12.370 214.83
LIMA OH 45804 1 03/21/01 00
0432826378 05 04/21/01 0
W18595.1 O 03/21/16
0
4895248 T20/U56 F 35,000.00 ZZ
180 34,975.73 2
11.150 337.29 62
10.650 337.29
DETROIT MI 48214 5 03/30/01 00
0432826386 05 05/01/01 0
W19325.2 N 04/01/16
0
4895249 T20/U56 F 45,500.00 ZZ
180 45,478.44 2
12.870 498.71 70
12.370 498.71
SAINT LOUIS MO 63118 1 03/29/01 00
0432826402 05 05/01/01 0
W19336.1 O 04/01/16
0
4895251 T20/U56 F 88,000.00 ZZ
180 87,938.97 4
11.150 848.04 83
10.650 848.04
CINCINNATI OH 45210 5 04/13/01 23
0432826279 05 05/18/01 0
W19925.1 O 04/18/16
0
4895665 K39/G01 F 73,000.00 ZZ
360 72,942.33 1
10.550 670.50 100
10.050 670.50
JACKSONVILLE FL 32223 5 04/06/01 23
0432830628 05 05/11/01 0
286522899 O 04/11/31
0
4895666 K39/G01 F 170,000.00 ZZ
360 169,803.35 1
10.050 1,498.16 100
9.550 1,498.16
WATERFORD MI 48328 5 03/28/01 23
0432830636 05 05/02/01 0
1
373489307 O 04/02/31
0
4895667 K39/G01 F 62,000.00 ZZ
360 61,944.31 1
9.950 541.81 100
9.450 541.81
MEMPHIS TN 38106 5 03/28/01 23
0432830644 05 05/02/01 0
409722447 O 04/02/31
0
4902929 N67/G01 F 155,000.00 ZZ
360 154,449.82 1
10.125 1,374.58 100
9.625 1,374.58
GLENDALE AZ 85304 1 09/29/00 23
0432829232 05 11/01/00 0
1780003854 O 10/01/30
0
4907282 N67/U57 F 472,500.00 ZZ
180 467,994.34 1
10.375 4,278.05 90
9.875 4,278.05
ELLICOTT CITY MD 21043 1 08/13/99 23
0432831733 05 10/01/99 0
1460001477 O 09/01/14
0
4914340 Q72/Q72 A 47,420.00 ZZ
360 47,004.85 1
11.625 475.03 68
11.125 475.03
AMHERSTDALE WV 25607 1 04/13/99 00
0001737501 05 06/01/99 0
0001737501 O 05/01/29
0
4914854 Q72/Q72 A 49,500.00 ZZ
360 49,125.92 1
11.600 512.98 46
11.100 512.98
FAIRFIELD BAY AR 72088 1 04/26/99 00
0001737519 05 06/01/99 0
0001737519 O 05/01/29
0
1
4915143 Q72/Q72 A 18,600.00 ZZ
180 17,207.41 1
11.650 219.06 47
11.150 219.06
MULHALL OK 73063 1 04/15/99 00
0001750090 05 06/01/99 0
0001750090 O 05/01/14
0
4915343 Q72/Q72 A 93,500.00 ZZ
360 91,881.43 1
9.650 796.45 85
9.150 796.45
GLOUCESTER CITY NJ 08030 1 09/18/98 00
0001739093 05 11/01/98 0
0001739093 O 10/01/28
0
4945226 Q72/Q72 A 51,200.00 ZZ
360 50,569.62 1
11.350 501.18 80
10.850 501.18
ACKERMAN MS 39735 2 11/24/98 00
0001737766 05 01/01/99 0
0001737766 O 12/01/28
0
4945402 Q72/Q72 A 40,250.00 ZZ
360 40,007.40 1
12.700 435.83 70
12.200 435.83
WINNIE TX 77665 2 07/16/99 00
0001740182 05 09/01/99 0
0001740182 O 08/01/29
0
TOTAL NUMBER OF LOANS : 1,444
TOTAL ORIGINAL BALANCE : 233,348,244.97
TOTAL PRINCIPAL BALANCE : 230,353,144.50
TOTAL ORIGINAL P+I : 1,910,207.36
TOTAL CURRENT P+I : 1,910,983.39
***************************
* END OF REPORT *
***************************
RUN ON : 06/19/01 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 06.59.56 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2001-RS2 ARM CUTOFF : 06/01/01
POOL : 0004518
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
----------------------------------------------------------------------------
1049426 .5000 13.7500
252,467.23 .0500 13.7000
9.0000 .0000 13.7000
8.5000 .0000 2.3250
8.4500 .0000 2.3250
8.4500 .0000
1174288 .3750 14.0000
123,147.50 .0500 13.9500
9.1250 .0000 13.9500
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1176188 .5000 14.0000
111,723.13 .0500 13.9500
9.2500 .0000 13.9500
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1176213 .3750 14.1250
111,522.55 .0500 14.0750
9.1250 .0000 14.0750
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1176220 .3750 13.8750
73,538.78 .0500 13.8250
9.1250 .0000 13.8250
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1176285 .3750 13.8750
65,204.81 .0500 13.8250
9.1250 .0000 13.8250
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1
1176290 .5000 14.6250
186,904.55 .0500 14.5750
9.2500 .0000 14.5750
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1176394 .3750 14.3750
99,289.21 .0500 14.3250
9.1250 .0000 14.3250
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1176445 .3750 13.8750
231,984.05 .0500 13.8250
9.1250 .0000 13.8250
8.7500 .0000 2.3250
8.7000 .0000 2.3250
8.7000 .0000
1176530 .3750 14.7500
140,007.87 .0500 14.7000
9.1250 .0000 14.7000
8.7500 .0000 2.3250
8.7000 .0000 2.3250
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1
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1
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1
4056121 .5000 15.1500
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11.1000 .0000
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4056144 .5000 16.3000
120,269.19 .0500 16.2500
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10.2500 .0000
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10.1500 .0000
4131816 .3750 12.0000
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11.4500 .0000
1
4142549 .5000 18.3750
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1
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1
4156505 .5000 14.2500
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6.9500 .0000
1
4156671 .5000 17.4900
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301,947.43 .0500 12.9500
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6.9500 .0000
1
4202653 .3750 12.8750
334,913.87 .0500 12.8250
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1
4283682 .5000 16.3600
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4313780 .3750 13.6250
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4313922 .5000 16.5000
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10.4500 .0000
1
4314739 .3750 14.0000
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1
4384672 .5000 11.0000
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1
4457487 .5000 17.2500
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1
4457661 .5000 18.4000
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1
4463647 .5000 20.0000
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1
4463671 .5000 17.0250
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1
4463682 .5000 15.2750
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1
4463695 .5000 15.5250
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1
4464055 .5000 17.0500
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1
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1
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1
4507748 .6250 16.2250
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1
4520259 .5000 15.4100
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1
4520280 .5000 18.4400
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1
4569147 .5000 16.9500
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1
4582427 .5000 16.5000
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1
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1
4582499 .5000 17.0000
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1
4582550 .5000 16.2000
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1
4582576 .5000 15.0000
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1
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1
4582619 .5000 16.1000
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1
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1
4600392 .5000 17.0000
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1
4646411 .5000 15.6250
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1
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1
4664324 .5000 15.5300
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1
4664358 .5000 18.0550
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1
4664368 .5000 14.0500
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1
4688364 .5000 15.4000
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1
4688380 .5000 15.4100
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4692178 .5000 11.4500
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1
4692182 .5000 9.4500
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1
4692190 .5000 11.4500
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1
4702680 .5000 16.5000
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1
4712379 .5000 16.0000
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1
4712389 .5000 15.7500
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1
4712399 .5000 16.1250
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1
4712409 .5000 17.3750
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1
4712419 .5000 16.2500
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4712428 .5000 15.4900
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1
4712438 .5000 16.2500
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1
4712446 .5000 16.5000
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1
4712454 .5000 17.2500
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1
4712463 .5000 15.7500
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1
4716997 .7500 11.5000
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1
4731696 .5000 15.6250
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4739532 .5000 15.6250
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4740213 .5000 17.5250
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1
4740216 .5000 18.4900
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1
4746072 .5000 16.3750
324,733.49 .0500 16.3250
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1
4746116 .5000 15.8750
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4746127 .5000 17.5000
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4746129 .5000 14.5000
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1
4746134 .5000 16.5000
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4746143 .5000 15.9900
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4746146 .5000 16.2500
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4746152 .5000 16.8500
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1
4746176 .5000 16.8750
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4746209 .5000 17.7500
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1
4746242 .5000 14.8750
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4746256 .5000 16.8750
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1
4746269 .5000 14.3750
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9.9500 .0000
1
4746325 .5000 16.0000
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4746330 .5000 18.6250
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1
4746371 .5000 16.7500
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1
4746414 .5000 16.5000
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1
4746452 .5000 14.0000
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1
4746471 .5000 13.8750
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4747945 .5000 14.2000
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1
4747958 .5000 16.6250
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4747966 .5000 15.5000
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1
4747994 .5000 17.5000
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1
4748034 .5000 13.1500
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4748060 .5000 14.3750
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4748068 .5000 13.0750
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1
4748086 .5000 15.8750
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4748087 .5000 16.1250
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4748094 .5000 15.6250
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4748095 .5000 16.8750
127,415.83 .0500 16.8250
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4748113 .5000 15.8500
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4748132 .5000 16.6250
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1
4748136 .5000 15.2500
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4748144 .5000 15.8750
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4748146 .5000 16.2500
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1
4748170 .5000 16.0000
80,935.28 .0500 15.9500
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4748176 .5000 12.3750
169,713.54 .0500 12.3250
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6.3250 .0000
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4748191 .5000 15.6250
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4748201 .5000 14.3750
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4748217 .5000 14.6250
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1
4748218 .5000 16.0000
161,035.98 .0500 15.9500
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4748240 .5000 16.2500
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4748256 .5000 14.6250
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4748260 .5000 16.2500
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1
4748273 .5000 13.4750
280,061.00 .0500 13.4250
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4748302 .5000 16.8750
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4748308 .5000 13.1500
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1
4748467 .5000 15.3750
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9.3250 .0000
4748468 .5000 14.5000
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4748469 .5000 15.7900
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4748470 .5000 16.2500
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4748473 .5000 16.0250
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4748474 .5000 16.2900
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4748475 .5000 17.1000
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11.0500 .0000
1
4748476 .5000 15.4990
437,892.37 .0500 15.4490
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9.4490 .0000
4748478 .5000 15.4000
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9.3500 .0000
4748479 .5000 14.7750
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4748480 .5000 16.3500
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4748482 .5000 14.4500
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4748483 .5000 16.0000
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4748484 .5000 16.1600
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1
4748485 .5000 15.5250
140,983.87 .0500 15.4750
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9.4750 .0000
4748486 .5000 16.4500
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10.4000 .0000
4748487 .5000 15.0250
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4748488 .5000 15.0000
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8.9500 .0000
4748489 .5000 15.5250
125,832.27 .0500 15.4750
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9.4750 .0000
4748490 .5000 15.4990
188,451.65 .0500 15.4490
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1
4823520 .5000 18.6250
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1
4824012 .5000 14.2500
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1
4825017 .5000 15.3000
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1
4826099 1.1250 16.8650
36,152.31 .0500 16.8150
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4826100 .7500 17.6000
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4827744 .5000 15.5000
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1
4831749 .5000 16.0000
420,582.79 .0500 15.9500
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4837089 .5000 16.2500
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1
4837248 .5000 16.0000
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4837249 .5000 15.5500
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1
4839296 .5000 16.3800
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4839526 .5000 16.5000
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4839601 .5000 16.6800
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4839928 .5000 18.2500
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1
4840035 .5000 15.7500
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4840169 .5000 15.5000
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4840171 .5000 14.3000
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8.2500 .0000
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4840404 .5000 14.6000
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4840500 .5000 14.5000
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1
4840629 .5000 14.7000
427,066.70 .0500 14.6500
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7.7000 .0000 4.7000
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4840639 .5000 19.0500
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13.0000 .0000
4840640 .5000 17.8500
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4840643 .5000 17.2000
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4840646 .5000 18.5000
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4840647 .5000 18.8000
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4840648 .5000 18.9500
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1
4840649 .5000 17.2500
107,876.93 .0500 17.2000
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4840651 .5000 18.8000
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4840652 .5000 18.2500
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11.2000 .0000
4840711 .5000 15.8800
123,449.64 .0500 15.8300
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4840715 .5000 16.1000
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4845623 .5000 16.1600
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4845626 .5000 15.4900
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9.4400 .0000
1
4845627 .5000 17.4000
72,957.06 .0500 17.3500
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4845631 .5000 15.8800
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4845632 .5000 16.0400
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4845635 .5000 15.4900
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4845636 .5000 16.4400
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4845706 .5000 18.0000
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4845708 .5000 16.0000
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4845710 .5000 17.4900
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1
4845712 .5000 17.3750
153,419.18 .0500 17.3250
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4845714 .5000 18.4900
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4857893 .5000 15.7500
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4857897 .5000 17.5000
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4857898 .5000 16.4900
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4857899 .5000 16.4900
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4857900 .5000 18.1300
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4857901 .5000 17.3650
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1
4857905 .5000 18.1000
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4872561 .5000 17.9900
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10.9400 .0000
4875136 .4500 16.5000
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10.5000 .0000 5.2500
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10.4500 .0000
4875137 .4500 14.7500
160,530.09 .0500 14.7000
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4875138 .4500 16.7800
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4875143 .4500 16.4250
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10.3750 .0000
1
4875144 .4500 19.4250
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12.3750 .0000
4895237 .5000 17.0300
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10.9800 .0000
4921717 .3750 13.1250
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8.0750 .0000
4921720 .3750 12.6250
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7.5750 .0000
4921721 .3750 12.8750
330,249.40 .0500 12.8250
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4921722 .3750 12.8750
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4921723 .3750 12.7500
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7.7000 .0000
4921724 .3750 13.0000
307,228.82 .0500 12.9500
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7.9500 .0000
1
4921725 .3750 12.7500
373,247.57 .0500 12.7000
8.1250 .0000 12.7000
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7.7000 .0000
4921726 .3750 12.5000
376,413.31 .0500 12.4500
7.8750 .0000 12.4500
7.5000 .0000 2.4500
7.4500 .0000 2.4500
7.4500 .0000
4921727 .3750 12.2500
155,826.77 .0500 12.2000
7.6250 .0000 12.2000
7.2500 .0000 2.7000
7.2000 .0000 2.7000
7.2000 .0000
4921729 .3750 11.7500
265,141.49 .0500 11.7000
7.1250 .0000 11.7000
6.7500 .0000 2.3250
6.7000 .0000 2.3250
6.7000 .0000
4921730 .3750 11.8750
349,894.78 .0500 11.8250
7.2500 .0000 11.8250
6.8750 .0000 2.4500
6.8250 .0000 2.4500
6.8250 .0000
TOTAL NUMBER OF LOANS: 1227
TOTAL BALANCE........: 165,500,280.14
RUN ON : 06/19/01 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 06.59.56 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2001-RS2 ARM ARM SUMMARY REPORT CUTOFF : 06/01/01
POOL : 0004518
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 9.8697 6.2500 16.1250
RFC NET RATE 9.3947 6.0000 15.6250
NET MTG RATE(INVSTR RATE) 9.3447 5.9500 15.5750
POST STRIP RATE 9.3447 5.9500 15.5750
SUB SERV FEE .4750 .2500 1.1250
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) 14.9996 8.4500 22.1250
MAX NET MTG RT(MAX INV RT) 14.9496 8.4000 22.0750
MAX POST STRIP RATE 14.9496 8.4000 22.0750
INV RATE MARGIN 4.6675 .0750 9.8640
POST STRIP MARGIN 4.6675 .0750 9.8640
TOTAL NUMBER OF LOANS: 1227
TOTAL BALANCE........: 165,500,280.14
***************************
* END OF REPORT *
***************************
RUN ON : 06/19/01 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 06.59.56 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2001-RS2 ARM CUTOFF : 06/01/01
POOL : 0004518
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
CURR NET ORIGINAL P+I # OF UNITS
NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
1049426 8.2500 310,500.00 100
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8.5000 2,332.68 1
14.2500 2,446.59 75
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0430439570 .0000 02/01/88 00
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8.7500 1,140.11 1
14.3750 1,195.56 00
XXXXX XXXXXXX XX 00000 14.0000 04/07/88
6409931 .0000 06/01/88 00
160017665 .0000 05/01/18 0
0 2.7500 07/01/89 07/01/01
1
173/070 2.3750 08/01/89 08/01/01
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14.5000 1,088.45 00
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XXXXXXX XXXXXXX 9.1250 111,522.55 ZZ
8.7500 1,049.57 1
14.5000 1,077.87 75
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1176220 8.2500 89,600.00 000
XXXX XXXXXX 0.0000 73,538.78 ZZ
8.7500 673.14 1
14.2500 710.76 75
XXXXXX XX 00000 13.8750 05/10/88
1
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5006541 .0000 06/01/18 0
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019/K06 2.3750 08/01/89 08/01/01
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1176285 8.2500 95,000.00 100
XXXXX XXXXXXX 9.1250 65,204.81 ZZ
8.7500 713.71 1
14.2500 635.71 66
MYSTIC (XXXXXX XX 00000 13.8750 04/15/88
0459901542 .0000 06/01/88 00
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019/K06 2.3750 08/01/89 08/01/01
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1176290 9.1250 225,000.00 100
XXXXXXX XXXXXXX 9.2500 186,904.55 ZZ
8.7500 1,830.67 1
15.1250 1,817.22 90
XXXXXX XXXX XX 00000 14.6250 06/01/88
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324/183 2.3750 08/01/89 08/01/01
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1176394 8.7500 120,000.00 100
XXXXXXXX XXXXXXX 9.1250 99,289.21 ZZ
1
8.7500 944.05 1
14.7500 957.68 70
XXXXXXXX XX 00000 14.3750 06/17/88
0459901187 .0000 08/01/88 00
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019/K06 2.3750 08/01/89 08/01/01
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1176445 8.2500 310,000.00 100
XXXXXXXXX XXXXXX 9.1250 231,984.05 ZZ
8.7500 2,328.93 1
14.2500 2,307.11 55
XXXXXXX XX 00000 13.8750 06/28/88
7820061340834 .0000 08/01/88 00
831340834 .0000 07/01/18 0
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067/163 2.3750 08/01/89 08/01/01
45 .0000 .0000 .0000
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360 1 2.0000 2.0000
6.0000 S N .1250
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O 1.0000
1176530 9.1250 169,400.00 100
XXXXXXXX XXXX 9.1250 140,007.87 ZZ
8.7500 1,378.30 1
15.1250 1,351.96 85
XXXXXXXXXXXX XX 00000 14.7500 06/27/88
1092349 .0000 08/01/88 10
7564347 .0000 07/01/18 12
0 2.7500 07/01/89 07/01/01
241/448 2.3750 08/01/89 08/01/01
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1177311 7.8750 58,000.00 100
XXXXXXXX XXXXXX 9.2500 48,019.08 ZZ
8.7500 420.55 1
13.8750 466.88 51
XXXX XXXXX XX 00000 13.3750 06/27/88
11776557-2 .0000 08/01/88 00
3208535 .0000 07/01/18 0
0 2.8750 07/01/89 07/01/01
324/183 2.3750 08/01/89 08/01/01
45 .0000 .0000 .0000
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1177848 8.0000 206,500.00 000
XXXXXXXXX XXXXXX 0.0000 161,133.55 ZZ
8.7500 1,515.23 1
14.0000 1,554.18 86
XXXXXXXXXXX XX 00000 13.6250 06/27/88
11777893-2 .0000 08/01/88 04
3363504 .0000 07/01/18 12
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324/183 2.3750 08/01/89 08/01/01
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6.0000 S N .1250
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.0000 05 E 07/01/93
O .6250
1204612 7.2500 232,000.00 125
XXXXXXXX XXXXXX 7.3750 192,565.42 ZZ
7.0000 1,582.65 1
12.5000 1,697.16 77
XXXXXX XX 00000 12.1250 11/14/87
2666386 2.0000 01/01/88 00
12666386 1.6250 12/01/17 0
0 2.0000 06/01/88 07/01/01
978/M32 1.6250 01/01/89 01/01/02
45 .0000 7.5000 7.5000
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1
5.2500 5 00 00/00/00
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1204660 7.5000 300,000.00 125
XXXXXX XXXXXX 7.3750 236,082.42 ZZ
7.0000 2,097.65 1
12.7500 2,086.49 80
XXXXXXXX XX 00000 12.3750 01/05/88
2742815 2.2500 03/01/88 00
12742815 1.8750 02/01/18 0
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978/M32 1.6250 03/01/89 03/01/02
45 .0000 7.5000 7.5000
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5.2500 1 00 00/00/00
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1204754 7.2500 213,750.00 125
XXXXX XXXXXXX 7.5000 166,399.13 ZZ
7.1250 1,458.16 1
13.1250 1,400.07 00
XX XXXXXXX XX 00000 12.7500 06/16/88
2852739 1.3750 08/01/88 00
12852739 1.0000 07/01/18 0
0 2.1250 01/01/89 07/01/01
978/M32 1.7500 08/01/89 08/01/01
45 .0000 7.5000 7.5000
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5.8750 1 00 00/00/00
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1204932 7.4500 195,100.00 125
XXXXXXX XXXXXXX 7.7500 168,078.03 ZZ
7.3750 1,357.50 1
12.9000 1,469.67 75
XXXXX XX 00000 12.5250 09/08/88
2921633 .0000 11/01/88 00
12921633 .0000 10/01/18 0
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978/M32 1.9750 11/01/89 11/01/01
45 .0000 7.5000 .0000
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1
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1204971 7.8750 600,000.00 125
XXXXX XXXXXXX 8.1250 507,414.68 ZZ
7.7500 4,350.42 1
12.8750 4,561.54 27
XXXXX XXX XX 00000 12.5000 11/18/88
2954246 .0000 01/01/89 00
12954246 .0000 12/01/18 0
0 2.7500 06/01/89 07/01/01
978/M32 2.3750 01/01/90 01/01/02
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1205239 8.0000 215,000.00 125
MAS XXXXXXX 7.7500 181,812.78 ZZ
7.3750 1,577.60 1
13.2500 1,597.64 62
XXXXXXXX XX 00000 12.8750 03/10/89
3038171 .0000 05/01/89 00
13038171 .0000 04/01/19 0
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1205306 8.3750 325,000.00 125
XXXX XXXXX 8.0000 273,190.96 ZZ
7.6250 2,470.24 1
13.5000 2,447.04 77
XXXXXXXX XX 00000 13.1250 02/07/89
3049830 .0000 04/01/89 00
13049830 .0000 03/01/19 0
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XXXXXXXXX XXXXXXX 7.7500 410,700.85 ZZ
7.3750 3,756.34 4
13.5000 3,608.94 73
XXXXXXXXXX XXX XX 00000 13.1250 03/30/89
3051943 .0000 05/01/89 00
13051943 .0000 04/01/19 0
0 2.3500 10/01/89 07/01/01
978/M32 1.9750 05/01/90 05/01/02
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360 7 .0000 .0000
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O .0000
1205370 8.0000 215,000.00 000
XXXXXXXXX XXXXXX 7.8750 181,678.04 ZZ
7.5000 1,577.60 1
13.7500 1,610.19 70
XXXXX XXXX XX 00000 13.3750 03/17/89
3064508 .0000 05/01/89 00
13064508 .0000 04/01/19 0
0 2.5000 10/01/89 07/01/01
978/M32 2.1250 05/01/90 05/01/02
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1205687 7.9500 202,500.00 125
XXXXX XXXXXX 7.6250 173,911.07 ZZ
7.2500 1,478.83 1
14.0000 1,471.00 00
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1
3171543 .0000 12/01/89 00
13171543 .0000 11/01/19 0
0 2.2500 02/01/90 07/01/01
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1205759 8.2000 208,800.00 000
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7.5000 1,561.32 1
14.0000 1,544.05 60
XXXXXXXXXX XX 00000 13.6250 12/01/89
3193141 .0000 02/01/90 00
13193141 .0000 01/01/20 0
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7.2500 1,780.07 1
14.0000 1,760.40 75
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3235751 .0000 06/01/90 00
13235751 .0000 05/01/20 0
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1
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13.0000 4,483.85 72
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XXXX XXX 7.7500 122,969.80 ZZ
7.3500 1,585.07 1
12.7500 1,102.31 75
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1229908 7.6250 216,000.00 100
XXXXXXX XXXXX 8.1250 175,736.73 ZZ
7.7250 1,528.84 1
13.0000 1,581.13 90
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1229997 7.3750 261,000.00 100
XXXX XXXX 7.8750 211,563.98 ZZ
7.4750 1,802.67 1
12.8750 1,871.66 75
XXXXXXXXX XX 00000 12.4750 08/23/88
4904513167 .0000 10/01/88 00
4513160 .0000 09/01/18 0
0 2.2500 03/01/89 09/01/01
980/549 1.8500 04/01/89 10/01/01
60 .0000 .0000 .0000
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5.5000 S N .1250
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1230064 7.3750 339,200.00 100
XXXXXX XXXXXXX 7.8750 275,470.80 ZZ
7.4750 2,342.77 1
12.8750 2,431.51 80
XXXXXXX XXXXX XX 00000 12.4750 09/16/88
4708761020 .0000 11/01/88 00
4515600 .0000 10/01/18 0
0 2.2500 04/01/89 10/01/01
980/549 1.8500 05/01/89 11/01/01
60 .0000 .0000 .0000
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1230070 7.3750 210,000.00 100
XXXXXXXXX XXXXXX 7.7500 171,208.35 ZZ
7.3500 1,450.42 1
12.8750 1,491.70 54
XXXXXXX XXXXX XX 00000 12.4750 11/16/88
4508761204 .0000 01/01/89 00
4515880 .0000 12/01/18 0
0 2.2500 06/01/89 12/01/01
980/549 1.8500 07/01/89 01/01/02
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1230122 7.3750 325,000.00 100
XXXXXXXX XXXXXXX 7.8750 263,788.09 ZZ
7.4750 2,244.70 1
12.8750 2,328.39 35
XXX XXXXXX, XX 00000 12.4750 09/21/88
4704517541 .0000 11/01/88 00
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980/549 1.8500 05/01/89 11/01/01
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1230151 7.3750 215,625.00 100
XXXXXX XXXX 7.8750 175,021.14 ZZ
7.4750 1,489.27 1
12.8750 1,544.87 75
XXX XXXXXXXXX XX 00000 12.4750 09/21/88
4908762588 .0000 11/01/88 00
4518110 .0000 10/01/18 0
0 2.2500 04/01/89 10/01/01
980/549 1.8500 05/01/89 11/01/01
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1230159 7.3750 233,260.00 100
XXXXXXXX XXXXX 7.8750 188,673.76 ZZ
7.4750 1,611.07 1
12.8750 1,654.29 80
XXXXXX, XX 00000 12.4750 12/07/88
0000000000 .0000 02/01/89 00
4518310 .0000 01/01/19 0
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980/549 1.8500 08/01/89 08/01/01
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1230291 7.8750 219,000.00 100
XXXXXXXXX XXXXX 7.8750 174,927.87 ZZ
7.4750 1,587.91 1
13.3750 1,540.71 90
XXXX XXXXX, XX 00000 12.9750 10/12/88
0000000000 .0000 12/01/88 11
4523830 .0000 11/01/18 17
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MENDAL GLEN 9.3750 128,734.95 ZZ
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TWP. OF LAPEER MI 48446 14.8750 03/31/00
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2522878 8.8750 04/01/30 0
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4142562 11.8750 47,600.00 100
VERDELL TEMPERANC 11.8750 47,281.07 ZZ
11.3750 485.05 1
17.8750 485.05 85
DETROIT MI 48238 17.3750 04/10/00
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2524379 11.3750 05/01/30 0
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Q72/W10 7.1250 06/01/02 06/01/02
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LAHN STEVEN 8.0000 73,902.54 ZZ
7.5000 639.77 1
13.9000 530.32 67
WEST HAVEN CT 06516 13.4000 02/01/89
0001757434 .0000 03/01/89 00
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Q72/W10 2.7500 03/01/90 03/01/02
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BEAULAC LAURENT 9.0000 91,776.08 ZZ
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GOFFSTOWN NH 03054 13.4000 06/15/88
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LEE BRENDA 11.9900 197,804.70 ZZ
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CARMICHAEL CA 95608 17.4900 06/01/00
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CLARKE-CLAYTON JANICE 9.9900 91,310.70 ZZ
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CHICAGO IL 60636 15.4900 11/19/99
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DELAU TIMOTHY 11.6250 118,661.88 ZZ
11.1250 953.08 1
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PERRY MI 48872 14.3000 03/08/99
0001756998 8.8000 04/12/99 00
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1
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GEE JEFFERY 9.9900 136,289.65 ZZ
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KOURTIDES RENOS 10.5000 189,173.07 ZZ
10.0000 2,352.30 1
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MUTTONTOWN NY 11753 13.4500 05/07/87
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Q72/W10 2.0000 07/01/88 07/01/02
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YUILL DARLENE 13.5000 43,972.77 ZZ
13.0000 513.15 1
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COLUMBUS OH 43207 20.0000 02/22/96
0001757855 13.5000 04/01/96 00
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1
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VISIONE THOMAS 8.3700 115,974.74 ZZ
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MARCUS JAN 8.3700 133,252.94 ZZ
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REDDING CT 06896 14.0000 06/30/86
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3607520 .0000 07/01/16 0
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Q72/W10 2.2500 08/01/87 08/01/01
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BRIA ANTHONY 8.8750 65,773.74 ZZ
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WORCESTER MA 01608 12.0000 05/20/94
1
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CASTRO ALFREDO 9.0000 178,750.90 ZZ
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UNION CITY NJ 07087 14.4000 04/03/87
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SMITH MARGARET 7.7640 46,956.22 ZZ
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KENNESAW GA 30144 13.4000 09/17/87
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2.0000 5 00 00/00/00
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SALTINI PETER 10.0000 183,453.72 ZZ
1
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14.7500 2,004.95 39
BROOKLYN NY 11215 14.2500 11/02/90
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CARTER MICHAEL 11.5000 143,599.57 ZZ
11.0000 1,267.00 1
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CHICAGO IL 60650 16.4000 02/18/99
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Q72/W10 5.4500 04/01/01 10/01/01
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BROWN PEGGY 10.6000 51,681.46 ZZ
10.1000 484.17 1
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COLUMBUS OH 43207 19.1250 06/09/98
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3961430 10.1000 07/01/28 0
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MOSLEY WILLIAM 10.2500 94,802.69 ZZ
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SOUTHHAMPTON NY 11968 16.7500 06/22/98
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GARRETT JACOB 11.0000 80,636.47 ZZ
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OSTEEN FL 32764 17.5000 02/19/98
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TAVARES ALBERTA 8.1250 140,197.67 ZZ
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NAUGATUCK CT 06770 13.4000 11/16/88
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30376750 .0000 12/01/28 0
0 3.0000 06/01/89 07/01/01
Q72/W10 2.5000 01/01/90 01/01/02
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SEABROOK JOHN 7.5000 186,021.62 ZZ
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CONKLIN DAVID 11.9900 23,784.12 ZZ
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45 11.9900 .0000 .0000
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1
360 9 1.0000 1.0000
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GILLON JACK 10.7500 52,908.87 ZZ
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CHARLEROI PA 15022 16.2500 11/24/98
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FOBS STEVE 12.9900 150,712.37 ZZ
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1
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HENRY ARIEL 10.2400 38,822.64 ZZ
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BURIEN WA 98166 11.6250 06/03/99
1
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FITZGERALD R 7.2500 301,947.43 ZZ
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NICHOLS JOHN 11.5300 46,187.47 ZZ
10.6550 459.81 1
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HELWEGE GARY 10.3750 192,094.81 ZZ
9.8750 1,747.44 1
16.3750 1,747.44 71
CAPE GIRARDEAU MO 63701 15.8750 06/01/00
0432617264 10.3750 08/01/00 00
4273003 9.8750 07/01/30 0
0 7.0000 07/01/03 07/01/03
976/U57 6.5000 08/01/03 08/01/03
25 10.3750 .0000 .0000
A 13.3750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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1
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4260435 11.3750 450,000.00 100
VALENTINE FRANK 11.3750 449,246.73 ZZ
10.8750 4,413.45 1
16.8750 4,413.45 85
WEST FALMOUTH MA 02574 16.3750 12/21/00
0432637932 11.3750 02/01/01 23
4360112 10.8750 01/01/31 0
0 6.2500 01/01/04 01/01/04
976/U57 5.7500 02/01/04 02/01/04
25 11.3750 .0000 .0000
A 14.3750 6 6
360 E 1.0000 1.0000
5.5000 S N .1250
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4283682 10.8600 91,000.00 100
MARTINEZ DEBBIE 10.8600 90,520.69 ZZ
10.3600 857.01 1
16.8600 857.01 70
DELTA CO 81416 16.3600 06/09/00
0001764273 10.8600 08/01/00 00
2002600 10.3600 07/01/30 0
0 6.6000 07/01/02 07/01/02
Q72/W10 6.1000 08/01/02 08/01/02
25 10.8600 .0000 .0000
A 13.8600 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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4283683 10.3600 149,000.00 100
HERNANDEZ CLISERIO 10.3600 148,231.80 ZZ
9.8600 1,347.40 2
16.3600 1,347.40 63
CHICAGO IL 60641 15.8600 05/16/00
0001764265 10.3600 07/01/00 00
2002565 9.8600 06/01/30 0
0 6.1000 06/01/02 06/01/02
Q72/W10 5.6000 07/01/02 07/01/02
25 10.3600 .0000 .0000
A 13.3600 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
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4291135 10.7500 156,000.00 100
ALLMAN JAMES 10.7500 153,698.02 ZZ
10.2500 1,456.24 1
17.7500 1,456.24 80
MOYOCK NC 27958 17.2500 03/15/99
0899011407 10.7500 05/01/99 00
0899011407 10.2500 04/01/29 0
0 7.1250 04/01/02 04/01/02
Q72/U72 6.6250 05/01/02 05/01/02
25 10.7500 .0000 .0000
A 12.2500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
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4291236 8.4000 119,900.00 100
SPERRY GRACE 8.1250 99,898.61 ZZ
7.6250 913.44 1
13.9000 890.93 80
WINDSOR LOCKS CT 06096 13.4000 12/30/88
0899030837 .0000 02/01/89 00
0899030837 .0000 01/01/19 0
0 3.0000 01/01/90 01/01/02
Q72/U72 2.5000 02/01/90 02/01/02
45 8.4000 .0000 .0000
A 10.9000 12 12
360 M 2.0000 2.0000
5.5000 S N .1250
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4291314 13.6250 57,200.00 100
SOMERS DOUGLAS 13.6250 56,456.01 ZZ
13.1250 660.81 1
19.6250 660.81 65
PORTLAND IN 47371 19.1250 03/06/97
0800002701 13.6250 05/01/97 00
8013437 13.1250 04/01/27 0
0 8.0000 04/01/00 04/01/02
1
Q72/U72 7.5000 05/01/00 05/01/02
45 13.6250 .0000 .0000
A 16.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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4297801 6.6250 105,000.00 100
BROWN JO 6.6250 102,953.63 ZZ
6.3750 672.33 1
11.8750 672.33 75
BEL NOR MO 63121 11.6250 09/23/99
0432601821 .0000 11/01/99 00
17032079 .0000 10/01/29 0
0 2.7500 10/01/01 10/01/01
J95/U57 2.5000 11/01/01 11/01/01
45 4.6250 .0000 .0000
A 8.6250 24 24
360 2A 2.0000 2.0000
5.2500 S N .1250
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4313780 8.0000 388,000.00 100
TITONE JASPER 6.8750 384,758.74 ZZ
6.5000 2,847.01 1
14.0000 2,554.17 77
THE WOODLANDS TX 77381 13.6250 05/03/00
091068126 .0000 07/01/00 00
091068126 .0000 06/01/30 0
0 2.7500 06/01/01 06/01/02
116/116 2.3750 07/01/01 07/01/02
45 6.0000 .0000 .0000
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360 1 2.0000 2.0000
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4313922 11.0000 121,600.00 100
ADAIR DONELL 11.0000 121,424.15 ZZ
10.5000 1,158.03 1
17.0000 1,158.03 95
SALT LAKE CITY UT 84118 16.5000 01/16/01
1
0432606309 11.0000 03/01/01 23
09791403 10.5000 02/01/31 0
0 7.1250 02/01/03 02/01/03
T24/U57 6.6250 03/01/03 03/01/03
25 11.0000 .0000 .0000
A 14.0000 6 6
360 E 1.0000 1.0000
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4314739 8.3750 338,400.00 100
GRIFFIN MICHAEL 8.3750 334,852.55 ZZ
8.0000 2,572.09 1
14.3750 2,572.09 80
HOUSTON TX 77005 14.0000 01/04/00
091068327 .0000 03/01/00 00
091068327 .0000 02/01/30 0
0 2.7500 02/01/05 02/01/05
116/116 2.3750 03/01/05 03/01/05
45 4.8750 .0000 .0000
A 11.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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4314883 7.7500 595,600.00 100
WARD GREGORY 7.7500 588,538.18 ZZ
7.3750 4,266.96 1
13.7500 4,266.96 80
THE WOODLANDS TX 77380 13.3750 01/28/00
091068353 .0000 03/01/00 00
091068353 .0000 02/01/30 0
0 2.7500 02/01/05 02/01/05
116/116 2.3750 03/01/05 03/01/05
45 4.2500 .0000 .0000
A 11.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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O .0000
4319321 7.5000 290,300.00 100
DYKE DONNA 7.5000 283,729.87 ZZ
1
7.2500 2,029.82 1
13.5000 2,029.82 61
HOUSTON TX 77019 13.2500 01/25/99
091067636 .0000 03/01/99 00
091067636 .0000 02/01/29 0
0 2.7500 02/01/04 02/01/04
116/116 2.5000 03/01/04 03/01/04
45 4.0000 .0000 .0000
A 11.0000 12 12
360 1 2.0000 2.0000
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4327589 7.1000 1,220,937.00 100
THATCHER WILLIAM 7.1000 1,212,307.16 ZZ
6.8500 8,435.00 1
12.1000 8,435.00 88
ST CHARLES IL 60175 11.8500 11/01/00
2829547 .0000 12/01/00 00
2829547 .0000 04/01/28 0
0 3.0000 11/01/10 11/01/10
134/134 2.7500 12/01/10 12/01/10
45 5.1000 .0000 .0000
A 9.1000 12 12
329 1 2.0000 2.0000
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4370211 11.2500 90,000.00 100
LACHARITE JEAN 11.2500 89,581.94 ZZ
10.7500 874.14 1
18.2500 874.14 90
HOLLYWOOD FL 33020 17.7500 04/07/00
0432702496 11.2500 06/01/00 23
1033415 10.7500 05/01/30 0
0 6.0000 05/01/02 05/01/02
J40/U57 5.5000 06/01/02 06/01/02
25 11.2500 .0000 .0000
A 14.2500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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1
4378892 13.3400 87,400.00 100
VANDREW TIMOTHY 13.3400 87,264.73 ZZ
12.8400 990.10 1
20.3400 990.10 95
MCKENZIE TN 38201 19.8400 12/07/00
0432649309 13.3400 02/01/01 23
56666 12.8400 01/01/31 0
0 8.0000 01/01/03 01/01/03
K60/U57 7.5000 02/01/03 02/01/03
25 13.3400 .0000 .0000
A 16.3400 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
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4378894 12.8400 80,750.00 100
BATTERSHALL GEORGE 12.8400 80,652.19 ZZ
12.2150 883.17 1
19.8400 883.17 91
JEFFERSON LA 70121 19.2150 12/29/00
0432649341 12.8400 02/01/01 23
57075 12.2150 01/01/31 0
0 8.0000 01/01/03 01/01/03
K60/U57 7.3750 02/01/03 02/01/03
25 12.8400 .0000 .0000
A 15.8400 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
4384640 11.7500 95,000.00 100
LOUISSANT PAULE 11.7500 94,762.06 ZZ
11.2500 958.94 1
18.7500 958.94 100
MIAMI FL 33056 18.2500 09/01/00
0432653335 11.7500 11/01/00 23
2640852 11.2500 10/01/30 0
0 8.1250 10/01/02 10/01/02
A38/U57 7.6250 11/01/02 11/01/02
25 11.7500 .0000 .0000
A 14.7500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
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1
.0000 5 00 00/00/00
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O .0000
4384672 5.5000 124,000.00 100
WHITE_SR PARIS 7.5000 120,301.99 ZZ
7.0000 704.06 1
11.5000 862.38 100
REVA VA 22735 11.0000 06/29/98
0432648608 .0000 08/01/98 23
9009661 .0000 07/01/28 0
0 3.0000 07/01/99 07/01/01
U93/U57 2.5000 08/01/99 08/01/01
45 5.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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4439516 12.4900 90,900.00 100
HOPPER BARBARA 12.4900 90,805.24 ZZ
11.9900 969.44 1
17.4900 969.44 90
SHELBY NC 28150 16.9900 01/23/01
0432639441 .0000 03/01/01 23
129836418101010 .0000 02/01/31 0
0 7.9900 02/01/03 02/01/03
U77/U57 7.4900 03/01/03 03/01/03
45 12.4900 .0000 .0000
A 14.4900 6 6
360 R 1.0000 1.0000
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4439519 13.0500 81,000.00 100
COBBS CHIQUITA 13.0500 80,903.93 ZZ
12.5500 899.19 1
19.0500 899.19 90
SUMMERVILLE SC 29483 18.5500 12/20/00
0432639417 .0000 02/01/01 23
3243 .0000 01/01/31 0
0 7.1500 01/01/03 01/01/03
U77/U57 6.6500 02/01/03 02/01/03
25 13.0500 .0000 .0000
A 16.0500 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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O .0000
4457472 10.3500 138,700.00 100
WITKOWSKI THOMAS 10.3500 138,291.02 ZZ
9.8500 1,253.22 1
16.3500 1,253.22 96
SALT LAKE CITY UT 84118 15.8500 10/27/00
0432676286 10.3500 12/01/00 23
1557602 9.8500 11/01/30 0
0 5.7500 11/01/02 11/01/02
623/U56 5.2500 12/01/02 12/01/02
45 10.3500 .0000 .0000
A 13.3500 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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O .0000
4457473 9.5000 322,050.00 100
EZELL JOHN 9.5000 320,914.43 ZZ
9.0000 2,707.97 1
15.5000 2,707.97 99
ARLINGTON TX 76017 15.0000 10/24/00
0432676708 9.5000 12/01/00 23
1557889 9.0000 11/01/30 0
0 5.3000 11/01/02 11/01/02
623/U56 4.8000 12/01/02 12/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
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O .0000
4457477 11.9900 126,000.00 100
LOPES JULIANNE 11.9900 125,853.30 ZZ
11.4900 1,295.08 3
17.9900 1,295.08 90
NEW BEDFORD MA 02740 17.4900 01/24/01
0432676625 11.9900 03/01/01 23
1560156 11.4900 02/01/31 0
0 6.8750 02/01/03 02/01/03
1
623/U56 6.3750 03/01/03 03/01/03
45 11.9900 .0000 .0000
A 14.9900 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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N .0000
4457479 9.3500 162,450.00 100
LEACH DAVID 9.3500 162,116.27 ZZ
8.8500 1,348.22 1
15.3500 1,348.22 95
STANSBURY PARK UT 84074 14.8500 01/26/01
0432676492 9.3500 03/01/01 23
1560835 8.8500 02/01/31 0
0 5.7500 02/01/03 02/01/03
623/U56 5.2500 03/01/03 03/01/03
45 9.3500 .0000 .0000
A 12.3500 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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4457484 11.8750 28,405.00 100
PRINCE CHRISTOPH 11.8750 28,371.06 ZZ
11.3750 289.45 1
17.8750 289.45 95
GREENEVILLE TN 37745 17.3750 01/26/01
0432676401 11.8750 03/01/01 23
1565125 11.3750 02/01/31 0
0 5.7500 02/01/03 02/01/03
623/U57 5.2500 03/01/03 03/01/03
45 11.8750 .0000 .0000
A 14.8750 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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4457487 11.7500 132,040.00 100
RICHARDSON PATRICK 11.7500 131,877.93 ZZ
11.2500 1,332.82 1
17.7500 1,332.82 95
TOMBALL TX 77375 17.2500 02/02/01
1
0432676377 11.7500 03/05/01 27
1565858 11.2500 02/05/31 27
0 5.5000 02/05/03 02/05/03
623/U56 5.0000 03/05/03 03/05/03
45 11.7500 .0000 .0000
A 14.7500 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
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4457573 10.1500 226,000.00 100
SWANSON JEFFREY 10.1500 225,607.75 ZZ
9.6500 2,008.41 1
16.1500 2,008.41 93
WILLIAMSBURG MI 49690 15.6500 01/11/01
0432676468 10.1500 03/01/01 23
5313622 9.6500 02/01/31 0
0 5.5500 02/01/03 02/01/03
623/U56 5.0500 03/01/03 03/01/03
45 10.1500 .0000 .0000
A 13.1500 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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4457618 10.6250 213,300.00 100
SHOCK ROBERT 10.6250 212,965.56 ZZ
10.1250 1,971.10 1
16.6250 1,971.10 93
MERIDEN CT 06451 16.1250 01/19/01
0432676781 10.6250 03/01/01 23
5317212 10.1250 02/01/31 0
0 5.5000 02/01/03 02/01/03
623/U56 5.0000 03/01/03 03/01/03
45 10.6250 .0000 .0000
A 13.6250 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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4457628 12.1500 151,905.00 100
CROUTCH RODNEY 12.1500 151,777.59 ZZ
1
11.6500 1,580.08 1
18.1500 1,580.08 95
ROCK HILL SC 29730 17.6500 02/07/01
0432677896 12.1500 04/01/01 23
5318028 11.6500 03/01/31 0
0 5.7500 03/01/03 03/01/03
623/U57 5.2500 04/01/03 04/01/03
45 12.1500 .0000 .0000
A 15.1500 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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4457634 11.5000 370,476.00 100
BALLANTINE CLETE 11.5000 369,995.56 ZZ
11.0000 3,668.79 1
17.5000 3,668.79 95
NEWCASTLE CA 95658 17.0000 01/26/01
0432678027 11.5000 03/15/01 23
5318233 11.0000 02/15/31 0
0 5.0000 02/15/03 02/15/03
623/U57 4.5000 03/15/03 03/15/03
45 11.5000 .0000 .0000
A 14.5000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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4457643 10.7000 171,264.00 100
FOWLER RONALD 10.7000 170,999.78 ZZ
10.2000 1,592.28 1
16.7000 1,592.28 100
HEMET CA 92545 16.2000 01/26/01
0432677409 10.7000 03/01/01 23
5318918 10.2000 02/01/31 0
0 5.6500 02/01/03 02/01/03
623/U57 5.1500 03/01/03 03/01/03
45 10.7000 .0000 .0000
A 12.7000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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1
4457656 11.2000 118,800.00 100
BIGGERS JOSEPH 11.2000 118,634.19 ZZ
10.7000 1,149.35 1
17.2000 1,149.35 90
DETROIT MI 48219 16.7000 01/29/01
0432678571 11.2000 03/01/01 23
5319127 10.7000 02/01/31 0
0 6.4000 02/01/03 02/01/03
623/U57 5.9000 03/01/03 03/01/03
45 11.2000 .0000 .0000
A 14.2000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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4457660 9.6250 90,500.00 100
JENSEN-BOBADILLA DON 9.6250 90,324.49 ZZ
9.1250 769.24 1
15.6250 769.24 90
PHOENIX AZ 85013 15.1250 01/26/01
0432677615 9.6250 03/01/01 23
5319769 9.1250 02/01/31 0
0 5.7500 02/01/03 02/01/03
623/U56 5.2500 03/01/03 03/01/03
45 9.6250 .0000 .0000
A 12.6250 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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4457661 12.9000 66,500.00 100
KELLY CHERYL 12.9000 66,436.78 ZZ
12.4000 730.43 1
18.9000 730.43 95
YEADON PA 19050 18.4000 01/26/01
0432677375 12.9000 03/01/01 23
5319852 12.4000 02/01/31 0
0 6.6500 02/01/03 02/01/03
623/U56 6.1500 03/01/03 03/01/03
45 12.9000 .0000 .0000
A 15.9000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
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4457697 10.9500 67,000.00 100
WOLFORD NORMA 10.9500 66,926.87 ZZ
10.4500 635.53 1
16.9500 635.53 100
MANSFIELD OH 44905 16.4500 02/09/01
0432676542 10.9500 04/05/01 23
5322792 10.4500 03/05/31 0
0 5.9000 03/05/03 03/05/03
623/U56 5.4000 04/05/03 04/05/03
45 10.9500 .0000 .0000
A 12.9500 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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O .0000
4459471 12.2500 56,700.00 100
ABBOUD JEREMY 12.2500 56,566.85 ZZ
11.7500 594.16 1
19.2500 594.16 100
OMAHA NE 68106 18.7500 09/20/00
0432649853 12.2500 11/01/00 00
2740237 11.7500 10/01/30 0
0 6.2500 10/01/03 10/01/03
A38/U57 5.7500 11/01/03 11/01/03
25 12.2500 .0000 .0000
A 15.2500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
4459473 11.7500 66,000.00 100
CHERRY MARC 11.7500 65,834.74 ZZ
11.2500 666.21 1
18.7500 666.21 100
SAN ANTONIO TX 78244 18.2500 09/18/00
0432649911 11.7500 11/01/00 23
8240238 11.2500 10/01/30 0
0 7.6250 10/01/02 10/01/02
A38/U57 7.1250 11/01/02 11/01/02
10 11.7500 .0000 .0000
A 14.7500 6 6
1
360 9A 1.5000 1.5000
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9.2500 1,073.95 1
15.7500 1,073.95 100
MT. MORRIS MI 48458 15.2500 11/22/00
0432643286 9.7500 12/22/00 23
34158 9.2500 11/22/30 0
0 5.1000 11/22/02 11/22/02
K52/U56 4.6000 12/22/02 12/22/02
25 9.7500 .0000 .0000
A 12.7500 6 6
360 E 1.0000 1.0000
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LONG STEVEN 12.6500 72,819.53 ZZ
12.1500 787.07 1
18.6500 787.07 100
SAN ANTONIO TX 78244 18.1500 10/19/00
0432645752 12.6500 12/01/00 23
38634 12.1500 11/01/30 0
0 7.1000 11/01/02 11/01/02
K52/U56 6.6000 12/01/02 12/01/02
25 12.6500 .0000 .0000
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360 E 1.0000 1.0000
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4464060 11.4000 75,000.00 100
TAYLOR GERALD 11.4000 74,797.27 ZZ
10.9000 737.01 1
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FLORENCE SC 29501 16.9000 10/26/00
1
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40923 10.9000 10/26/30 0
0 6.1000 10/26/02 10/26/02
K52/U56 5.6000 11/26/02 11/26/02
25 11.4000 .0000 .0000
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360 E 1.0000 1.0000
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4464085 11.8000 86,000.00 100
MALLOY PHEOBE 11.8000 85,851.02 ZZ
11.3000 871.39 1
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COLUMBIA SC 29209 17.3000 01/12/01
0432643427 11.8000 02/12/01 23
43185 11.3000 01/12/31 0
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K52/U56 6.2000 02/12/03 02/12/03
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SUPAN PAUL 11.3000 99,295.86 ZZ
10.8000 970.19 1
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ENFIELD NH 03748 16.8000 12/05/00
0432643435 11.3000 01/05/01 23
45212 10.8000 12/05/30 0
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K52/U56 5.8000 01/05/03 01/05/03
25 11.3000 .0000 .0000
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360 E 1.0000 1.0000
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4464088 11.1000 98,000.00 100
FLEMING KENDALL 11.1000 97,790.05 ZZ
1
10.6000 940.69 1
17.1000 940.69 100
RICHMOND VA 23231 16.6000 12/13/00
0432643443 11.1000 01/13/01 23
45864 10.6000 12/13/30 0
0 6.1000 12/13/02 12/13/02
K52/U56 5.6000 01/13/03 01/13/03
25 11.1000 .0000 .0000
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360 E 1.0000 1.0000
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4464090 12.7500 115,000.00 100
STOWE PAUL 12.7500 114,827.31 ZZ
12.2500 1,249.70 1
18.7500 1,249.70 100
OKLAHOMA CITY OK 73112 18.2500 12/18/00
0432643468 12.7500 01/22/01 23
48921 12.2500 12/22/30 0
0 7.6500 12/22/02 12/22/02
K52/U56 7.1500 01/22/03 01/22/03
25 12.7500 .0000 .0000
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360 E 1.0000 1.0000
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4464134 10.7500 94,500.00 100
SOBIESKI DENNIS 10.7500 94,281.69 ZZ
10.2500 882.14 1
16.7500 882.14 90
ELYRIA OH 44035 16.2500 11/21/00
0432662427 10.7500 01/01/01 23
10003444 10.2500 12/01/30 0
0 6.0000 12/01/03 12/01/03
U74/U56 5.5000 01/01/04 01/01/04
45 10.7500 .0000 .0000
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4465093 9.9500 280,500.00 100
PONCAR STEVEN 9.9500 279,862.42 ZZ
9.4500 2,451.23 1
15.9500 2,451.23 85
SYLMAR CA 91342 15.4500 12/12/00
0432666907 9.9500 02/01/01 23
10002087 9.4500 01/01/31 0
0 6.0000 01/01/04 01/01/04
U74/U56 5.5000 02/01/04 02/01/04
45 9.9500 .0000 .0000
A 12.9500 6 6
360 9 1.0000 1.0000
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4465169 10.5000 81,600.00 100
MILBEE CONNIE 10.5000 81,434.99 ZZ
10.0000 746.43 1
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NATRONA HEIGHT PA 15065 16.0000 12/11/00
0432662468 10.5000 02/01/01 23
10004077 10.0000 01/01/31 0
0 5.2500 01/01/03 01/01/03
U74/U56 4.7500 02/01/03 02/01/03
45 10.5000 .0000 .0000
A 13.5000 6 6
360 9 1.0000 1.0000
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4469241 9.9500 85,500.00 100
DEMPSIE PAULINE 9.9500 85,305.64 ZZ
9.4500 747.17 1
15.9500 747.17 98
DUNCANSVILLE PA 16635 15.4500 11/29/00
0432662393 9.9500 02/01/01 23
10003233 9.4500 01/01/31 0
0 5.9500 01/01/03 01/01/03
U74/U56 5.4500 02/01/03 02/01/03
45 9.9500 .0000 .0000
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360 9 1.0000 1.0000
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1
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4472996 11.2500 160,500.00 100
GAULDEN CHARLES 11.2500 160,109.90 ZZ
10.7500 1,558.87 1
18.2500 1,558.87 100
MCKINNEY TX 75070 17.7500 10/31/00
0432649887 11.2500 12/01/00 23
2040579 10.7500 11/01/30 0
0 6.8750 11/01/02 11/01/02
A38/U57 6.3750 12/01/02 12/01/02
10 11.2500 .0000 .0000
A 14.2500 6 6
360 9A 1.5000 1.5000
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4472997 12.5000 210,000.00 100
NOYES_III THEODORE 12.5000 209,553.99 ZZ
12.0000 2,241.25 1
19.5000 2,241.25 100
WILTON MANORS FL 33306 19.0000 09/18/00
0432649929 12.5000 11/01/00 23
2640884 12.0000 10/01/30 0
0 6.8750 10/01/02 10/01/02
A38/U57 6.3750 11/01/02 11/01/02
25 12.5000 .0000 .0000
A 15.5000 6 6
360 E 1.5000 1.5000
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4472999 11.3750 79,175.00 100
ARCE XORGE 11.3750 79,042.48 ZZ
10.8750 776.52 1
18.3750 776.52 95
TAMPA FL 33612 17.8750 12/18/00
0432649861 11.3750 02/01/01 23
2940130 10.8750 01/01/31 0
0 6.3750 01/01/03 01/01/03
A38/U57 5.8750 02/01/03 02/01/03
25 11.3750 .0000 .0000
A 14.3750 6 6
1
360 E 1.5000 1.5000
7.0000 S N .1250
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4480527 13.9900 38,000.00 100
DELGADO MARIA 13.9900 37,971.74 ZZ
13.4900 449.96 1
20.9900 449.96 95
BELOIT WI 53511 20.4900 01/31/01
0432667400 .0000 03/01/01 23
20101187N .0000 02/01/31 0
0 8.0000 02/01/03 02/01/03
M63/U57 7.5000 03/01/03 03/01/03
25 10.9900 .0000 .0000
A 16.9900 6 6
360 E 1.0000 1.0000
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O .0000
4489746 9.8000 157,230.00 100
HOLLAND WENDELL 9.8000 156,861.09 ZZ
9.3000 1,356.63 1
15.8000 1,356.63 91
CONYERS GA 30094 15.3000 12/01/00
0432655934 9.8000 02/01/01 23
2012957 9.3000 01/01/31 0
0 4.9500 01/01/03 01/01/03
K10/U57 4.4500 02/01/03 02/01/03
25 9.8000 .0000 .0000
A 12.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
4489748 9.7200 80,000.00 100
KEALOHA_SR HERBERT 9.7200 79,769.96 ZZ
9.2200 685.57 1
15.7200 685.57 80
WAIANAE HI 96792 15.2200 11/16/00
0432656312 9.7200 01/01/01 00
2012960 9.2200 12/01/30 0
0 4.8500 12/01/02 12/01/02
1
K10/U57 4.3500 01/01/03 01/01/03
25 9.7200 .0000 .0000
A 12.7200 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 1 00 00/00/00
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N .0000
4489750 9.5650 35,850.00 100
KOONROENG KAIKORN 9.5650 35,743.53 ZZ
9.0650 303.15 1
15.5650 303.15 75
MILILANI HI 96789 15.0650 11/30/00
0432656205 9.5650 01/01/01 00
2012965 9.0650 12/01/30 0
0 4.6750 12/01/03 12/01/03
K10/U57 4.1750 01/01/04 01/01/04
25 9.5650 .0000 .0000
A 12.5650 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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N .0000
4489751 10.8500 113,050.00 100
JACKSON EARLDEAN 10.8500 112,794.38 ZZ
10.3500 1,063.81 1
16.8500 1,063.81 85
CHICAGO IL 60619 16.3500 11/30/00
0432656346 10.8500 01/01/01 23
2012969 10.3500 12/01/30 0
0 6.2500 12/01/02 12/01/02
K10/U57 5.7500 01/01/03 01/01/03
25 10.8500 .0000 .0000
A 13.8500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 1 00 00/00/00
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N .0000
4489756 9.7400 382,500.00 100
LOVELESS EAN 9.7400 381,591.20 ZZ
9.2400 3,283.46 1
15.7400 3,283.46 85
LA CANADA-FLIN CA 91011 15.2400 12/29/00
1
0432655959 9.7400 02/01/01 23
2012992 9.2400 01/01/31 0
0 6.0000 01/01/04 01/01/04
K10/U57 5.5000 02/01/04 02/01/04
25 9.7400 .0000 .0000
A 12.7400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
4504097 11.7500 51,300.00 100
KADERLY DEBRA 11.7500 51,171.53 ZZ
11.2500 517.83 1
18.7500 517.83 90
CARTHAGE MO 64836 18.2500 09/22/00
0432663417 11.7500 11/01/00 23
M0018196 11.2500 10/01/30 0
0 7.4900 10/01/03 10/01/03
E63/U57 6.9900 11/01/03 11/01/03
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
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4504099 11.8750 84,550.00 100
MOTON STEVEN 11.8750 84,397.00 ZZ
11.3750 861.57 1
18.8750 861.57 95
CHICAGO IL 60636 18.3750 11/22/00
0432663698 11.8750 01/01/01 23
M0021798 11.3750 12/01/30 0
0 7.4900 12/01/03 12/01/03
E63/U57 6.9900 01/01/04 01/01/04
45 11.8750 .0000 .0000
A 14.8750 6 6
360 9 1.5000 1.5000
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4504414 11.5400 64,000.00 100
SMITH RONALD 11.5400 63,752.90 ZZ
1
10.9150 635.75 1
17.5400 635.75 80
KANKAKEE IL 60901 16.9150 10/31/00
0432660777 11.5400 12/01/00 00
2002875 10.9150 11/01/30 0
0 6.9000 11/01/02 11/01/02
K10/U57 6.2750 12/01/02 12/01/02
25 11.5400 .0000 .0000
A 14.5400 6 6
360 E 1.0000 1.0000
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4507748 10.8500 72,000.00 100
BROCK ELLIS 10.8500 71,892.47 ZZ
10.2250 677.52 1
16.8500 677.52 90
CHICAGO IL 60619 16.2250 01/31/01
0432691210 .0000 03/01/01 23
1359 .0000 02/01/31 0
0 8.9500 02/01/04 02/01/04
R54/U57 8.3250 03/01/04 03/01/04
45 10.8500 .0000 .0000
A 13.8500 6 6
360 R 1.0000 1.0000
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.0000 1 00 00/00/00
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O .0000
4517866 10.9900 180,000.00 100
STRAUGHN ROBERT 10.9900 179,468.56 ZZ
10.6150 1,712.83 1
16.9900 1,712.83 100
SHADY SIDE MD 20764 16.6150 09/22/00
0432671139 10.9900 11/01/00 23
70300554 10.6150 10/01/30 0
0 7.0000 10/01/02 10/01/02
L21/U57 6.6250 11/01/02 11/01/02
10 10.9900 .0000 .0000
A 13.9900 6 6
360 9A 1.0000 1.0000
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1
4520246 10.1500 52,500.00 100
CARTER WANDA 10.1500 52,392.38 ZZ
9.6500 466.56 3
16.1500 466.56 75
CLEVELAND OH 44103 15.6500 01/05/01
0432666832 10.1500 02/05/01 00
101135375950 9.6500 01/05/31 0
0 6.9500 01/05/03 01/05/03
Q82/U56 6.4500 02/05/03 02/05/03
25 10.1500 .0000 .0000
A 13.1500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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N .0000
4520247 9.9000 25,438.40 100
BECK_JR DONALD 9.9000 25,291.90 ZZ
9.4000 221.37 1
15.9000 221.37 104
INDIANAPOLIS IN 46226 15.4000 01/16/01
0432666840 9.9000 02/16/01 23
101137076356 9.4000 01/16/31 0
0 5.9000 01/16/03 01/16/03
Q82/U56 5.4000 02/16/03 02/16/03
25 9.9000 .0000 .0000
A 12.9000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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4520248 10.2000 47,000.00 100
FERDON JAMES 10.2000 46,898.64 ZZ
9.7000 419.43 1
16.2000 419.43 100
CHILLCOTHE OH 45601 15.7000 01/19/01
0432666857 10.2000 02/24/01 23
101138476846 9.7000 01/24/31 0
0 6.2000 01/24/03 01/24/03
Q82/U56 5.7000 02/24/03 02/24/03
25 10.2000 .0000 .0000
A 13.2000 6 6
360 E 1.0000 1.0000
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1
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4520249 11.3800 78,000.00 100
COLVIN MARY 11.3800 77,896.13 ZZ
10.8800 765.30 1
17.3800 765.30 100
KANSAS CITY MO 64127 16.8800 02/01/01
0432666873 11.3800 03/10/01 23
101193077944 10.8800 02/10/31 0
0 6.1800 02/10/04 02/10/04
Q82/U56 5.6800 03/10/04 03/10/04
25 11.3800 .0000 .0000
A 14.3800 6 6
360 E 1.0000 1.0000
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4520254 10.9900 75,000.00 100
BARBER ANTHONY 10.9900 74,891.29 ZZ
10.4900 713.68 1
16.9900 713.68 100
DECATUR GA 30032 16.4900 01/30/01
0432666980 10.9900 03/02/01 23
101410777363 10.4900 02/02/31 0
0 7.7200 02/02/03 02/02/03
Q82/U56 7.2200 03/02/03 03/02/03
25 10.9900 .0000 .0000
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4520256 11.1800 49,000.00 100
MOORE CARLOS 11.1800 48,914.40 ZZ
10.6800 473.32 1
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KANSAS CITY MO 64130 16.6800 01/12/01
0432667004 11.1800 02/18/01 23
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Q82/U56 6.6800 02/18/03 02/18/03
25 11.1800 .0000 .0000
A 14.1800 6 6
1
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4520259 9.9100 36,000.00 100
SANTIAGO JOSE 9.9100 35,810.43 ZZ
9.4100 313.54 2
15.9100 313.54 80
DUNKIRK NY 14048 15.4100 12/18/00
0432667046 9.9100 01/18/01 00
10866574384 9.4100 12/18/30 0
0 6.2700 12/18/02 12/18/02
Q82/U56 5.7700 01/18/03 01/18/03
25 9.9100 .0000 .0000
A 12.9100 6 6
360 E 1.0000 1.0000
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.0000 5 00 00/00/00
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N .0000
4520260 11.5300 145,000.00 100
POINDEXTER PRESTON 11.5300 144,717.03 ZZ
11.0300 1,439.25 1
17.5300 1,439.25 100
MEMPHIS TN 38128 17.0300 12/29/00
0432667061 11.5300 01/29/01 23
11075475523 11.0300 12/29/30 0
0 7.3400 12/29/02 12/29/02
Q82/U56 6.8400 01/29/03 01/29/03
25 11.5300 .0000 .0000
A 14.5300 6 6
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4520265 9.9000 160,652.91 100
JONES YASMIN 9.9000 160,129.83 ZZ
9.4000 1,397.99 1
15.9000 1,397.99 104
LITHONIA GA 30038 15.4000 11/17/00
0432667145 9.9000 12/17/00 23
11999971988 9.4000 11/17/30 0
0 6.1500 11/17/02 11/17/02
1
Q82/U56 5.6500 12/17/02 12/17/02
25 9.9000 .0000 .0000
A 12.9000 6 6
360 E 1.0000 1.0000
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.0000 S N .1250
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4520271 9.2500 158,080.00 100
WILLIAMS TERRY 9.2500 157,663.84 ZZ
8.7500 1,300.49 1
15.2500 1,300.49 104
RICHMOND VA 23221 14.7500 01/19/01
0432667228 9.2500 02/19/01 23
12260376653 8.7500 01/19/31 0
0 5.6500 01/19/03 01/19/03
Q82/U56 5.1500 02/19/03 02/19/03
25 9.2500 .0000 .0000
A 12.2500 6 6
360 E 1.0000 1.0000
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O .0000
4520272 11.6800 37,600.00 100
BROWN EARL 11.6800 37,541.08 ZZ
11.1800 377.53 1
17.6800 377.53 80
NORTH CHARLEST SC 29405 17.1800 01/18/01
0432667244 11.6800 02/23/01 00
12278776745 11.1800 01/23/31 0
0 8.0100 01/23/04 01/23/04
Q82/U56 7.5100 02/23/04 02/23/04
25 11.6800 .0000 .0000
A 14.6800 6 6
360 E 1.0000 1.0000
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4520273 10.6800 101,851.50 100
STROUD CHARLES 10.6800 101,653.34 ZZ
10.1800 945.41 1
16.6800 945.41 102
MARIETTA GA 30066 16.1800 01/16/01
1
0432667269 10.6800 02/17/01 23
12330076418 10.1800 01/17/31 0
0 7.0100 01/17/03 01/17/03
Q82/U56 6.5100 02/17/03 02/17/03
25 10.6800 .0000 .0000
A 13.6800 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 1 00 00/00/00
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4520274 9.1500 112,270.00 100
LEWTER RHONDA 9.1500 111,877.20 ZZ
8.6500 915.50 1
15.1500 915.50 104
GALLATIN TN 37066 14.6500 01/17/01
0432667285 9.1500 03/05/01 23
12340576668 8.6500 02/05/31 0
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BODOUR ARMEN 10.6250 160,966.16 ZZ
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STEVENS CAREY 10.4000 208,460.13 ZZ
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PERCHES ELVIRA 10.7000 151,705.56 ZZ
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PHOENIX AZ 85014 16.2000 12/12/00
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PORTER PATRICIA 11.3750 145,565.06 ZZ
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MICHELS DANIEL 9.8750 114,142.94 ZZ
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1
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MAYES LINDA 11.5000 74,427.88 ZZ
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1
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GILROY CA 95020 12.9500 02/28/01
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SMITH ERRIC 11.1250 135,849.71 ZZ
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SARANAC MI 48881 16.6250 03/30/01
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DACOSTA FRANCISCO 10.0000 180,039.91 ZZ
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QUESADA RICHARD 9.7500 215,797.64 ZZ
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LOPEZ AFFONSO 9.2000 359,621.35 ZZ
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0432773802 7.6500 06/01/01 00
5344453 7.1500 05/01/31 0
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ON TAI 8.8750 143,919.27 ZZ
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EL MONTE CA 91733 14.3750 04/05/01
0432787778 8.8750 06/01/01 00
5339612 8.3750 05/01/31 0
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STERGIOTIS KIRIAKOS 9.6250 223,675.48 ZZ
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WAREHAM MA 02538 15.1250 03/16/01
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SANDFORD BEATRICE 11.3750 127,415.83 ZZ
10.8750 1,250.48 1
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SOUTHFIELD MI 48075 16.8750 03/16/01
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5323651 10.8750 04/01/31 0
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PRISKA MICHAEL 11.5000 87,443.79 ZZ
11.0000 866.51 1
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ROSEVILLE MI 48066 17.0000 03/21/01
1
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BROOKS OLIVIA 11.2000 63,639.16 ZZ
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SPRINGFIELD MA 01109 16.7000 12/22/00
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TAYLOR DANA 10.3500 110,917.93 ZZ
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BEGUM ABIDA 11.1250 134,653.26 ZZ
1
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CHANTILLY VA 20151 16.6250 04/05/01
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JOHNSON LATIRA 9.7500 125,881.96 ZZ
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LOUISVILLE KY 40258 15.2500 03/22/01
0432778991 9.7500 05/01/01 23
5335914 9.2500 04/01/31 0
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623/U56 4.5000 05/01/03 05/01/03
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HENNEGHAN DARREN 11.0000 142,397.91 ZZ
10.5000 1,357.06 1
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FLORENCE SC 29505 16.5000 04/11/01
0432782712 11.0000 05/15/01 23
5343859 10.5000 04/15/31 0
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HUNTER JEFFREY 10.3750 107,012.18 ZZ
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WILLIAMS BRENT 10.7500 84,935.71 ZZ
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SLAYMAKER THOMAS 9.8500 132,754.03 ZZ
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SALT LAKE CITY UT 84104 15.3500 01/09/01
0432775021 9.8500 03/01/01 23
5309623 9.3500 02/01/31 0
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EWING ST. ELMO 7.0000 122,198.75 ZZ
6.5000 814.33 1
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STONE MOUNTAIN GA 30083 12.5000 03/26/01
0432767051 7.0000 05/01/01 23
5338094 6.5000 04/01/31 0
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623/U56 4.4250 05/01/03 05/01/03
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SINGLETON ERNESTINE 9.5000 132,893.61 ZZ
9.0000 1,118.55 1
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FONTANA CA 92337 15.0000 03/16/01
0432769396 9.5000 05/01/01 23
5327746 9.0000 04/01/31 0
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FERKO III JOSEPH 9.2500 330,655.48 ZZ
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PASADENA MD 21122 14.7500 03/23/01
0432787745 9.2500 05/01/01 00
5330595 8.7500 04/01/31 0
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REESE RONALD 10.5000 80,935.28 ZZ
10.0000 740.94 1
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PHOENIX AZ 85033 16.0000 03/16/01
0432782449 10.5000 05/01/01 23
5331106 10.0000 04/01/31 0
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ORIBELLO ROBERT 6.8750 169,713.54 ZZ
6.3750 1,116.78 1
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ESCONDIDO CA 92026 12.3750 03/20/01
0432775245 6.8750 05/01/01 00
5332217 6.3750 04/01/31 0
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GRANT ANGELA 9.7500 109,697.14 ZZ
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SALISBURY MD 21801 15.2500 03/26/01
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1
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SOEMARNA BAHASA 7.5250 209,844.92 ZZ
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MORENO VALLEY CA 92555 13.0250 04/12/01
0432765188 7.5250 06/01/01 23
5345150 7.0250 05/01/31 0
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WEST GLENN 10.1250 83,927.33 ZZ
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CORNVILLE AZ 86325 15.6250 03/19/01
0432776649 10.1250 05/01/01 00
5334190 9.6250 04/01/31 0
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623/U56 5.5000 05/01/03 05/01/03
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PIUNTI II GUIDO 8.8750 479,459.81 ZZ
8.3750 3,819.10 1
14.8750 3,819.10 80
VIENNA VA 22181 14.3750 04/06/01
1
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5340564 8.3750 04/10/31 0
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OZUNA LUIS 10.3750 58,026.30 ZZ
9.8750 525.59 1
16.3750 525.59 85
DONNA TX 78539 15.8750 04/12/01
0432772754 10.3750 06/01/01 23
5336094 9.8750 05/01/31 0
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623/U56 5.5000 06/01/03 06/01/03
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HEMPHILL COLBY 9.1250 94,219.23 ZZ
8.6250 767.42 1
15.1250 767.42 80
MCKINNEY TX 75070 14.6250 03/29/01
0432787265 9.1250 05/01/01 00
5340264 8.6250 04/01/31 0
0 4.8750 04/01/03 04/01/03
623/U56 4.3750 05/01/03 05/01/03
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LAURENTIUS LARRY 10.5000 161,035.98 ZZ
1
10.0000 1,473.65 1
16.5000 1,473.65 90
REDFORD TOWNSH MI 48239 16.0000 04/12/01
0432787315 10.5000 06/01/01 23
5343858 10.0000 05/01/31 0
0 5.9000 05/01/03 05/01/03
623/U56 5.4000 06/01/03 06/01/03
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BAXTER GARY 8.7500 51,720.22 ZZ
8.2500 407.12 1
14.7500 407.12 75
SAGINAW MI 48604 14.2500 04/18/01
0432782746 8.7500 06/01/01 00
5347130 8.2500 05/01/31 0
0 7.3500 05/01/03 05/01/03
623/U56 6.8500 06/01/03 06/01/03
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BYARS THOMAS 12.0000 73,428.98 ZZ
11.5000 755.52 1
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CHESTER SC 29706 17.5000 04/16/01
0432782944 12.0000 06/01/01 00
5347305 11.5000 05/01/31 0
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623/U56 7.2500 06/01/03 06/01/03
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CHRISTENSEN JEFF 10.7500 109,278.77 ZZ
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NAMPA ID 83686 16.2500 05/26/00
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5270616 10.2500 06/20/30 0
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SPENCER TONYA 9.9900 102,554.52 ZZ
9.4900 899.63 1
15.9900 899.63 90
PHOENIX AZ 85040 15.4900 03/29/01
0432775203 9.9900 06/01/01 23
5340793 9.4900 05/01/31 0
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DIEP TONY 9.1250 499,465.82 ZZ
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15.1250 4,068.16 79
SAN JOSE CA 95121 14.6250 03/26/01
0432774644 9.1250 05/01/01 00
5329467 8.6250 04/01/31 0
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CIESZYNSKI MARK 10.7500 68,797.93 ZZ
10.2500 642.70 1
16.7500 642.70 85
IRRIGON OR 97844 16.2500 03/23/01
0432774206 10.7500 05/05/01 23
5330273 10.2500 04/05/31 0
0 6.5000 04/05/03 04/05/03
623/U56 6.0000 05/05/03 05/05/03
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BRICKER TOM 8.7500 126,254.03 ZZ
8.2500 994.39 1
14.7500 994.39 80
MERIDIAN ID 83642 14.2500 03/22/01
0432766400 8.7500 05/01/01 00
5332232 8.2500 04/01/31 0
0 6.2750 04/01/03 04/01/03
623/U56 5.7750 05/01/03 05/01/03
45 8.7500 .0000 .0000
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BLAKE DONALD 7.9750 280,061.00 ZZ
7.4750 2,051.49 1
13.9750 2,051.49 95
OCEANSIDE CA 92054 13.4750 04/02/01
0432773505 7.9750 06/01/01 23
5338315 7.4750 05/01/31 0
0 4.7500 05/01/03 05/01/03
623/U56 4.2500 06/01/03 06/01/03
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1
360 9 1.0000 1.0000
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NYARKO-BRENTUO JACKIE 10.6250 148,084.85 ZZ
10.1250 1,369.51 1
16.6250 1,369.51 95
MANASSAS PARK VA 20111 16.1250 03/30/01
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5339076 10.1250 04/01/31 0
0 5.9750 04/01/03 04/01/03
623/U56 5.4750 05/01/03 05/01/03
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BAGINSKI BRUCE 9.7500 87,218.21 ZZ
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TOLEDO OH 43612 15.2500 04/02/01
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5341941 9.2500 04/10/31 0
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WORKMAN MICHAEL 9.2500 206,892.68 ZZ
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ALPINE UT 84004 14.7500 04/04/01
0432776094 9.2500 06/01/01 23
5338834 8.7500 05/01/31 0
0 5.5000 05/01/03 05/01/03
1
623/U56 5.0000 06/01/03 06/01/03
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MOSLEY ROSE 11.3750 59,036.00 ZZ
10.8750 579.39 1
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JACKSON TN 38301 16.8750 03/30/01
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5340813 10.8750 04/20/31 0
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PAZ-SANTIAGO VICENTE 10.6250 133,096.50 ZZ
10.1250 1,230.90 1
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DENVER CO 80211 16.1250 03/22/01
0432772648 10.6250 05/20/01 23
5329514 10.1250 04/20/31 0
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MEYER RODD 7.6500 82,380.80 ZZ
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DENVER CO 80219 13.1500 04/04/01
1
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5338273 7.1500 04/15/31 0
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CARTER VELMA 10.7500 51,525.72 ZZ
10.2500 485.41 1
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VERO BEACH FL 32967 16.2500 07/27/99
0432756591 10.7500 09/01/99 00
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SANTOS ANGEL 9.8750 99,275.95 ZZ
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ELIZABETH NJ 07206 15.3750 03/02/00
0432756989 9.8750 04/01/00 00
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HALL MICHAEL 9.0000 49,688.07 ZZ
1
8.5000 402.31 1
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BENTON LA 71006 14.5000 06/22/00
0432756617 9.0000 08/01/00 00
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MOORE KATHI 10.2900 52,273.05 ZZ
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0432756625 10.2900 09/01/00 00
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4748470 10.7500 80,000.00 100
ROBINSON LILLIAN 10.7500 79,718.97 ZZ
10.2500 746.79 1
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CHICAGO IL 60647 16.2500 08/02/00
0432756641 10.7500 10/01/00 00
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936/U56 6.2500 10/01/02 10/01/02
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4748472 9.0250 68,000.00 100
RHODES RITA 9.0250 67,657.25 ZZ
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ENFIELD CT 06082 14.5250 08/10/00
0432757003 9.0250 10/01/00 23
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SPAID_JR GERALD 10.5250 41,496.52 ZZ
10.0250 381.77 1
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GLASGO PA 16644 16.0250 08/26/00
0432756674 10.5250 10/01/00 00
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4748474 10.7900 115,500.00 100
ELBGAL SALEM 10.7900 115,097.74 ZZ
10.2900 1,081.65 2
16.7900 1,081.65 70
DEARBORN MI 48126 16.2900 08/25/00
0432756682 10.7900 10/01/00 00
0017858887 10.2900 09/01/30 0
0 6.7500 09/01/02 09/01/02
936/U56 6.2500 10/01/02 10/01/02
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CROWELL PAULA 11.6000 47,061.97 ZZ
11.1000 471.02 1
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CHICAGO IL 60616 17.1000 08/25/00
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936/U56 6.6250 10/01/02 10/01/02
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BONILLA EDGAR 9.9990 437,892.37 ZZ
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SAN RAFAEL CA 94903 15.4990 08/16/00
0432756716 9.9990 10/01/00 00
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DARBY JOHN 9.9000 120,407.46 ZZ
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CHICAGO IL 60651 15.4000 10/20/00
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AFEAKI APAKASI 9.2750 165,884.84 ZZ
8.7750 1,372.77 1
15.2750 1,372.77 90
RICHMOND CA 94801 14.7750 10/09/00
0432757094 9.2750 12/01/00 23
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HALL KEESHER 10.8500 69,813.07 ZZ
10.3500 658.70 1
16.8500 658.70 70
SAN BERNARDINO CA 92408 16.3500 10/05/00
0432756757 10.8500 12/01/00 00
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936/U56 6.2500 12/01/02 12/01/02
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ROTH JILL 10.9990 56,104.91 ZZ
10.4990 535.64 1
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ROCKFORD IL 61108 16.4990 10/25/00
0432756765 10.9990 12/01/00 00
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1
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4748482 8.9500 216,000.00 100
MELAND KEVIN 8.9500 215,220.45 ZZ
8.4500 1,730.22 1
14.9500 1,730.22 90
ELK RIVER MN 55330 14.4500 11/22/00
0432757110 8.9500 01/01/01 23
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0 6.5090 12/01/02 12/01/02
936/U56 6.0090 01/01/03 01/01/03
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PERRY JAMES 10.5000 53,819.40 ZZ
10.0000 493.96 1
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BIRMINGHAM AL 35206 16.0000 10/27/00
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4748484 10.6600 119,000.00 100
BALLARD_JR FOREST 10.6600 118,719.74 ZZ
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STATEN ISLAND NY 10314 16.1600 11/02/00
1
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4748485 10.0250 141,300.00 100
TUCKER_III SIDNEY 10.0250 140,983.87 ZZ
9.5250 1,242.62 1
16.0250 1,242.62 90
WAKEFIELD RI 02879 15.5250 11/30/00
0432757151 10.0250 02/01/01 23
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936/U56 6.6250 02/01/03 02/01/03
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4748486 10.9500 144,000.00 100
ROLAND THOMAS 10.9500 143,681.17 ZZ
10.4500 1,365.91 1
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FRESNO CA 93706 16.4500 11/07/00
0432757193 10.9500 01/01/01 23
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4748487 9.5250 484,000.00 100
AHMED TANZEER 9.5250 482,462.45 ZZ
1
9.0250 4,078.57 1
15.5250 4,078.57 71
MILLBRAE CA 94030 15.0250 11/15/00
0432756815 9.5250 01/01/01 00
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4748488 9.5000 90,000.00 100
MCCOMB MICHAEL 9.5000 89,689.06 ZZ
9.0000 756.77 1
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COLORADO SPRIN CO 80916 15.0000 01/24/01
0432756823 9.5000 03/01/01 00
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4748489 10.0250 126,000.00 100
BARONE EDUARDO 10.0250 125,832.27 ZZ
9.5250 1,108.07 3
16.0250 1,108.07 90
WORCESTER MA 01609 15.5250 01/27/01
0432756849 10.0250 04/01/01 23
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4748490 9.9990 188,790.00 100
WHEELER ROOSEVELT 9.9990 188,451.65 ZZ
9.4990 1,656.63 1
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OXFORD MI 48371 15.4990 01/11/01
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936/U56 6.2500 03/01/03 03/01/03
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CASTON_JR GURVIS 11.1500 41,342.06 ZZ
10.6500 398.96 1
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ST. ROSE LA 70087 16.6500 01/22/01
0432757243 11.1500 03/01/01 23
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OTTEY CHARLES 10.7500 99,629.53 ZZ
10.2500 932.55 1
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LAS VEGAS NV 89106 16.2500 10/06/00
0432756948 .0000 12/01/00 00
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4754965 10.8680 203,100.00 100
TOTH CYNTHIA 10.8680 202,874.37 ZZ
10.3680 1,913.94 1
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BYRAM NJ 07821 16.3680 02/21/01
0432766038 10.8680 04/01/01 23
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DORST BETTY 11.4640 85,316.69 ZZ
10.9640 843.36 1
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HARDYSTON NJ 07460 16.9640 02/21/01
0432766053 11.4640 04/01/01 23
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WEBRE MARY 9.3500 130,866.48 ZZ
8.8500 1,087.21 1
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MANDEVILLE LA 70471 14.8500 03/16/01
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4754970 12.4900 195,000.00 100
YACKLEY FRANK 12.4900 194,796.79 ZZ
11.9900 2,079.64 1
18.4900 2,079.64 100
CHARLOTTE NC 28277 17.9900 02/06/01
0432764397 .0000 03/06/01 23
3379 .0000 02/06/31 0
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U77/U56 6.1500 03/06/03 03/06/03
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ZEISS MICHAEL 7.9260 323,503.95 ZZ
7.6760 1,735.80 1
11.5750 2,401.22 80
MAPLE VALLEY WA 98038 11.3250 04/14/99
0432759314 .0000 06/01/99 00
0013949276 .0000 05/01/29 0
0 2.5000 08/01/99 07/01/01
J95/U56 2.2500 06/01/00 06/01/02
15 .0000 7.5000 7.5000
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4755131 7.0000 328,000.00 100
HODGDON SCOTT 7.0000 321,894.15 ZZ
6.7500 2,182.19 1
12.0000 2,182.19 80
MATTHEWS NC 28104 11.7500 08/27/99
0432759223 .0000 10/01/99 00
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0 2.7500 09/01/04 09/01/04
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.0000 01 0 00/00/00
O .0000
1
4921720 8.0000 412,500.00 100
XXXXXXX XXXX 8.0000 410,523.36 ZZ
7.6250 3,026.78 1
13.0000 3,026.78 75
XXXXXX XXXXXX XX 00000 12.6250 10/19/00
0000197954 .0000 12/01/00 00
0000197954 .0000 11/01/30 0
0 2.8750 11/01/05 11/01/05
230/230 2.5000 12/01/05 12/01/05
45 6.0000 .0000 .0000
A 10.0000 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4921721 8.2500 332,000.00 100
XXXXXXX XXXXXXX 8.2500 330,249.40 ZZ
7.8750 2,494.21 1
13.2500 2,494.21 00
XXXXXXXXXX XXX XX 00000 12.8750 09/14/00
0000000000 .0000 11/01/00 10
0000198073 .0000 10/01/30 25
0 2.8750 10/01/05 10/01/05
230/230 2.5000 11/01/05 11/01/05
45 6.2500 .0000 .0000
A 10.2500 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
4921722 8.2500 247,000.00 100
LINCOLN STEVEN 8.2500 245,709.23 ZZ
7.8750 1,855.63 1
13.2500 1,855.63 95
REDMOND WA 98052 12.8750 09/27/00
0000198626 .0000 11/01/00 11
0000198626 .0000 10/01/30 30
0 3.1250 10/01/05 10/01/05
230/230 2.7500 11/01/05 11/01/05
45 6.2500 .0000 .0000
A 10.2500 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
4921723 8.1250 286,450.00 100
BURLEY MICHAEL 8.1250 285,111.36 ZZ
7.7500 2,126.89 1
13.1250 2,126.89 80
BOTHELL WA 98012 12.7500 10/05/00
0000198870 .0000 12/01/00 00
0000198870 .0000 11/01/30 0
0 2.8750 11/01/05 11/01/05
230/230 2.5000 12/01/05 12/01/05
45 6.1250 .0000 .0000
A 10.1250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
4921724 8.3750 308,600.00 100
MANSFIELD MICHAEL 8.3750 307,228.82 ZZ
8.0000 2,345.59 1
13.3750 2,345.59 80
BELLEVUE WA 98004 13.0000 10/24/00
0000198948 .0000 12/01/00 00
0000198948 .0000 11/01/30 0
0 3.1250 11/01/05 11/01/05
230/230 2.7500 12/01/05 12/01/05
45 6.3750 .0000 .0000
A 10.3750 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 08 0 00/00/00
N .0000
4921725 8.1250 375,000.00 100
MICHELS STEPHEN 8.1250 373,247.57 ZZ
7.7500 2,784.37 1
13.1250 2,784.37 40
KIRKLAND WA 98033 12.7500 10/20/00
0000198976 .0000 12/01/00 00
0000198976 .0000 11/01/30 0
0 3.1250 11/01/05 11/01/05
230/230 2.7500 12/01/05 12/01/05
45 6.1250 .0000 .0000
A 10.1250 12 12
1
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4921726 7.8750 378,000.00 100
OHRT LARRY 7.8750 376,413.31 ZZ
7.5000 2,740.77 1
12.8750 2,740.77 90
NORMANDY PARK WA 98166 12.5000 11/22/00
0000199658 .0000 01/01/01 10
0000199658 .0000 12/01/30 25
0 2.8750 12/01/05 12/01/05
230/230 2.5000 01/01/06 01/01/06
45 5.8750 .0000 .0000
A 9.8750 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
4921727 7.6250 156,400.00 100
RAYMOND ROBERT 7.6250 155,826.77 ZZ
7.2500 1,106.99 1
12.6250 1,106.99 80
VANCOUVER WA 98683 12.2500 12/18/00
0000200377 .0000 02/01/01 00
0000200377 .0000 01/01/31 0
0 3.1250 01/01/06 01/01/06
230/230 2.7500 02/01/06 02/01/06
45 5.6250 .0000 .0000
A 9.6250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
4921729 7.1250 266,000.00 100
RASMUSSEN JASON 7.1250 265,141.49 ZZ
6.7500 1,792.10 1
12.1250 1,792.10 95
BELLEVUE WA 98006 11.7500 01/16/01
0000200701 .0000 03/01/01 11
0000200701 .0000 02/01/31 30
0 2.7500 02/01/06 02/01/06
1
230/230 2.3750 03/01/06 03/01/06
45 5.1250 .0000 .0000
A 9.1250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 01 02/16/02
.0000 01 E 01/16/06
O .6250
4921730 7.2500 351,000.00 100
IMAI MAKOTO 7.2500 349,894.78 ZZ
6.8750 2,394.44 1
12.2500 2,394.44 90
BAINBRIDGE ISL WA 98110 11.8750 01/11/01
0000201133 .0000 03/01/01 10
0000201133 .0000 02/01/31 25
0 2.8750 02/01/06 02/01/06
230/230 2.5000 03/01/06 03/01/06
45 5.2500 .0000 .0000
A 9.2500 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
TOTAL NUMBER OF LOANS : 1,227
TOTAL ORIGINAL BALANCE : 170,657,416.33
TOTAL PRINCIPAL BALANCE : 165,500,280.14
TOTAL ORIGINAL P+I : 1,419,342.10
TOTAL CURRENT P+I : 1,461,947.73
***************************
* 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 such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan pursuant to 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 Date
--------------------
Title
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/she is a Director of _________________ (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
2001-RS2, Class R-I, Class R-II and Class R- III (together, the "Class R
Certificates"), (the "Owner"), a corporation duly organized and existing under
the laws of the State of Delaware, on behalf of which he/she makes this
affidavit and agreement.
2. That the Owner (i) is not and will not be, as of May 30, 2001,
a "disqualified organization" within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") or an "electing large
partnership" within the meaning of Section 775 of the Code, (ii) will endeavor
to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership 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.
H-1-1
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 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(g) 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(g) 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(g)). 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 Residual 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
Certificates that the Owner intends to pay taxes associated with holding such
Class R Certificates as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificates.
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.
H-1-2
13. The Owner is a citizen or resident of the United States, a
corporation, partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) or other entity created or
organized in, or under the laws of, the United States or any political
subdivision thereof (except, in the case of a partnership, to the extent
provided in regulations), provided that with respect to any partnership or other
entity treated as a partnership for United States federal income tax purposes,
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, an estate or trust whose income from sources without the United States
is includable 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, or a trust other than a "foreign trust" as defined in Section
7701(a)(31) of the Code;
14. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Depositor, 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 Owner will provide the Trustee, the Depositor and the
Master Servicer with 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 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
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 the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants
to, and covenants with, the Depositor, 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) or (b)
above.
Capitalized terms used but not defined herein shall have the
meanings assigned in the Pooling and Servicing Agreement.
H-1-3
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
a [Title of Officer] and its corporate seal to be hereunto attached, attested by
a [Assistant] Secretary, this _____ day of _________, 20___.
[NAME OF OWNER]
By:________________________
Name: [Name of Officer]
Title: [Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proven to me to be the same person who executed the foregoing
instrument and to be a [Title of Officer] of the Owner, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Owner.
Subscribed and sworn before me this ______ day of _________,
20___.
NOTARY PUBLIC
COUNTY OF STATE OF My Commission
expires the _____ day of
____________, 20____.
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
---------------, -----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RS2,
Class R-I, Class R-II and Class R-III
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 2001-RS2, Class R-I, Class R-II and Class
R-III (the "Class R Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May 1,
2001, among Residential Asset Mortgage Products, Inc., as depositor (the
"Depositor"), Residential Funding Corporation, as master servicer and The Chase
Manhattan Bank, 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 Depositor 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 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.
H-2-1
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
-------------------, ------
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2001-RS2, [Class R-I, Class R-II and Class
R-III] [Class B] [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 2001-RS2, [Class
R-I, Class R-II and Class R-III] [Class B] [Class SB] (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1, 2001 among Residential Asset Mortgage
Products, Inc., as seller (the "Depositor"), Residential Funding Corporation, as
master servicer and The Chase Manhattan Bank, 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 Depositor and the Trustee 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 Depositor 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.
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.
I-1
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 ________________, ____, 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 Depositor as has been requested by the
Purchaser from the Depositor 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
Depositor 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 Depositor, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Depositor solely
for use in connection with the Original Sale and the Depositor
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 Depositor 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 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.
I-2
Very truly yours,
(Seller)
By:
--------------
Name:
--------------
Title:
--------------
I-3
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
----------------, -----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2001-RS2, [Class R-I, Class R-II and
Class R-III] [Class B][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 2001-RS2,
[Class R-I, Class R-II and Class R-III][Class B] [Class SB] (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of May 1, 2001 among Residential
Asset Mortgage Products, Inc., as depositor (the "Depositor"), Residential
Funding Corporation, as master servicer, and The Chase Manhattan Bank, as
trustee (the "Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
J-1
(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(c) 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(c), 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 R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c).
(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 R 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 R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c);
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 R
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 R 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 R 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 Available")
shall be equal to the lesser of (X) __________ minus the sum of (i) all previous
K-1
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 R
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 R Certificateholders.
(f) The Depositor 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 Depositor obtains 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 Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class R Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class R Certificates below the
lesser of (a) the then-current rating assigned to the Class R Certificates by
such rating agency and (b) the original rating assigned to the Class R
Certificates 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
K-2
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 Depositor, 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 XI may be amended in any manner; in each case by
written instrument executed or consented to by the Depositor 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 Depositor shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class R Certificates at the request of the
Depositor to the effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class R Certificates below the lesser of (a)
the then-current rating assigned to the Class R Certificates by such rating
agency and (b) the original rating assigned to the Class R Certificates by such
rating agency, unless (A) the Holder of 100% of the Class R 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 Depositor obtains, 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
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates
Series 2001-RS2
____________________, 20___
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
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 May 1, 2001 (the "Servicing Agreement"), among Residential
Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding and The
Chase Manhattan Bank (the "Trustee") as amended by Amendment No. 1 thereto,
dated as of _________, with respect to the Mortgage Asset-Backed Pass-Through
Certificates, Series 2001-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 R
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:
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 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 11.01 of the Servicing Agreement.
L-1
(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
Depositor 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.
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.
L-2
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:_____________________
Name:__________________
Title:___________________
Acknowledged by:
THE CHASE MANHATTAN BANK,
as Trustee
By:___________________
Name:________________
Title:_________________
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
By:___________________
Name:________________
Title:_________________
L-3
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
----------------, ----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
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 3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of May 1, 2001, among Residential Asset Mortgage Products, Inc., as depositor
(the "Depositor"), 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
(iv) such assignment is at the request of the borrower under
the related Mortgage Loan.
M-1
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 1933 Act.
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 May 1, 2001 among Residential
Funding Corporation, as Master Servicer, Residential Asset Mortgage Products,
Inc., as Depositor and Bank One, National Association, as trustee, pursuant to
Section 5.02 of the Agreement, as follows:
a. The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any
state.
b The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in
N-1
the Rule 144A Securities or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in
any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that
would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, nor
will it act, nor has it authorized or will it authorize any person to
act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed either
of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. The Buyer is aware that the sale to it is being made in
reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities
for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
1933 Act.
[3. Reserved]
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.
____ 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 Depositor. 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.
N-4
____ 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 Depositor. The Buyer is a business
development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.
____ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or
its political subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, but is not a
trust fund that includes as participants individual retirement
accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
N-5
____ ____ 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 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.
N-7
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
---------------------
Print Name of Buyer
By:__________________
Name:
Title:
IF AN ADVISER:
------------------------
Print Name of Buyer
Date: __________________
EXHIBIT O
FORM OF ERISA LETTER
--------------, ----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 2001-RS2
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2001-RS2[Class SB]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 2001-RS2, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of May 1, 2001 among
Residential Asset Mortgage Products, Inc., as the company (the "Depositor"),
Residential Funding Corporation, as master servicer (the "Master Servicer") and
The Chase Manhattan Bank, 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 Depositor, 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
(b) The Purchaser has provided the Trustee, the Depositor and the Master
Servicer with 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 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 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 the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor, 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) above.
Very truly yours,
(Purchaser)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
EXHIBIT P
ERISA REPRESENTATION LETTER
[date]
Residential Funding Corporation
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor,
New York, New York 10001
Attention: Residential Asset Mortgage Products Inc. Series 2001-RS2
Re: Residential Asset Mortgage Products, Inc. Mortgage Asset-Backed
Pass-Through Certificates, Series 2001-RS2, Class M-__, Class B
Ladies and Gentlemen:
[__________________________] (the "Purchaser") intends to purchase from
[__________________________] (the "Seller") $[____________] initial Certificate
Principal Balance of the above-referenced certificates, issued under the pooling
and servicing agreement, dated as of May 1, 2001, among Residential Asset
Mortgage Products, Inc., as depositor, Residential Funding Corporation, as
master servicer and The Chase Manhattan Bank, as trustee. All terms used in this
ERISA Representation Letter 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 Seller, the trustee and the master servicer that, either:
(a) The Purchaser is not an ERISA 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 ERISA plan within the meaning of the
DOL regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to
be used by which to purchase the certificates is an "insurance company
general account", as the term is defined
in DOL Prohibited Transaction Class Exemption 95-60, and the conditions in
Sections I and III of PTCE 95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Seller, the trustee and the master servicer that the
Purchaser will not transfer the certificates to any ERISA plan or person unless
that ERISA plan or person meets the requirements in either (a) or (b) above.
Very truly yours,
By: ___________________
Name:_________________
Title:_________________
EXHIBIT Q
FORM OF CERTIFICATE TO BE GIVEN BY CERTIFICATE OWNER
Euroclear Clearstream Banking, societe anonyme
151 Boulevard Jacqmain 67 Boulevard Grand-Duchesse Charlotte
B-1210 Brussels, Belgium L-1331 Luxembourg
Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed
Pass- Through Certificates, Series 2001-RS2, Class B, issued
pursuant to the Pooling and Servicing Agreement dated as of May
1, 2001 among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
RESIDENTIAL FUNDING CORPORATION, and CHASE MANHATTAN BANK, as
Trustee (the "Certificates").
This is to certify that as of the date hereof and except as set forth
below, the beneficial interest in the Certificates held by you for our account
is owned by persons that are not U.S. persons (as defined in Rule 901 under the
Securities Act of 1933, as amended).
The undersigned undertakes to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Certificates held by you in which the undersigned has acquired, or intends
to acquire, a beneficial interest in accordance with your operating procedures
if any applicable statement herein is not correct on such date. In the absence
of any such notification, it may be assumed that this certification applies as
of such date.
[This certification excepts beneficial interests in and does not relate
to U.S. $_________ principal amount of the Certificates appearing in your books
as being held for our account but that we have sold or as to which we are not
yet able to certify.]
We understand that this certification is required in connection with
certain securities laws in the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings.
Dated: By: ,
----------------------- ---------------------------------
Account Holder
--------
* Certification must be dated on or after the 15th day before the date of
the Euroclear or Cedel certificate to which this certification releases.
EXHIBIT R
FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CEDEL
Chase Manhattan Bank
Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed
Pass-Through Certificates, Series 2001-RS2, Class B, issued
pursuant to the Pooling and Servicing Agreement dated as of May
1, 2001 among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
RESIDENTIAL FUNDING CORPORATION, and CHASE MANHATTAN BANK, as
Trustee (the "Certificates").
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") as of the date
hereof, $____________ principal amount of the Certificates is owned by persons
(a) that are not U.S. persons (as defined in Rule 901 under the Securities Act
of 1933. as amended (the "Securities Act")) or (b) who purchased their
Certificates (or interests therein) in a transaction or transactions that did
not require registration under the Securities Act.
We further certify (a) that we are not making available herewith for
exchange any portion of the related Temporary Regulation S Global Class B
Certificate excepted in such certifications and (b) that as of the date hereof
we have not received any notification from any of our Member Organizations to
the effect that the statements made by them with respect to any portion of the
part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof
We understand that this certification is required in connection with
certain securities laws of the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy hereof to any interested party in such proceedings.
Date: Yours faithfully,
-------------------------------
* To be dated no earlier By:
----------------------------------------
than the Effective Date.
Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the
Euroclear Clearance System Clearstream Banking, societe anonyme
EXHIBIT S
FORM OF
CERTIFICATE TO BE GIVEN BY TRANSFEREE
OF BENEFICIAL INTEREST IN A REGULATION S
TEMPORARY BOOK-ENTRY CERTIFICATE
Euroclear Clearstream Banking, societe anonyme
151 Boulevard Jacqmain 67 Boulevard Grand-Duchesse Charlotte
B- 1210 Brussels, Belgium L- 1331 Luxembourg
Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed
Pass- Through Certificates, Series 2001-RS2, Class B, issued
pursuant to the Pooling and Servicing Agreement dated as of May
1, 2001 among RESIDENTIAL ASSET MORTGAGE PRODUCTS INC.,
RESIDENTIAL FUNDING CORPORATION, and THE CHASE MANHATTAN BANK, as
Trustee (the "Certificates").
This is to certify that as of the date hereof, and except as set forth
below, for purposes of acquiring a beneficial interest in the Certificates, the
undersigned certifies that it is not a U.S. person (as defined in Rule 901 under
the Securities Act of 1933, as amended).
The undersigned undertakes to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Certificates held by you in which the undersigned intends to acquire a
beneficial interest in accordance with your operating procedures if any
applicable statement herein is not correct on such date. In the absence of any
such notification, it may be assumed that this certification applies as of such
date.
We understand that this certification is required in connection with
certain securities laws in the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings.
Dated: By:
------------------------------------- --------------
EXHIBIT T
FORM OF
TRANSFER CERTIFICATE FOR EXCHANGE OR
TRANSFER FROM 144A BOOK-ENTRY CERTIFICATE
TO REGULATION S BOOK-ENTRY CERTIFICATE
The Chase Manhattan Bank
Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed
Pass- Through Certificates, Series 2001-RS2, Class B, issued
pursuant to the Pooling and Servicing Agreement dated as of May
1, 2001 (the "Agreement"), among RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC., RESIDENTIAL FUNDING CORPORATION and THE CHASE
MANHATTAN BANK, as Trustee (the "Certificates").
Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement.
This letter relates to U.S. $____________ principal amount of
Certificates that are held as a beneficial interest in the 144A Book-Entry
Certificate (CUSIP No. ________) with DTC in the name of [insert name of
transferor] (the "Transferor"). The Transferor has requested an exchange or
transfer of the beneficial interest for an interest in the Permanent Regulation
S Global Class B Certificate (CUSIP No. ________) to be held with [Euroclear]
[Clearstream Banking] through DTC.
In connection with the request and in receipt of the Certificates, the
Transferor does hereby certify that the exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Agreement and the
Certificates and:
(a) pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and
accordingly the Transferor does hereby certify that:
(i) the offer of the Certificates was not made to a person
in the United States of America,
[(ii) at the time the buy order was originated, the
transferee was outside the United States of America or the
Transferor and any person acting on its behalf reasonably
believed that the transferee was outside the United States of
America,
(ii) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither
the Transferor nor any person
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acting on its behalf knows that the transaction was pre-arranged
with a buyer in the United States of America,]**/
(iii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or 904(b) of
Regulation 5, as applicable,
(iv) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act, and
(b) with respect to transfers made in reliance on Rule 144 under
the Securities Act, the Transferor does hereby certify that the
Certificates are being transferred in a transaction permitted by Rule
144 under the Securities Act.
This certification and the statements contained herein are made for your
benefit and the benefit of the issuer and the [placement agent].
[Insert name of Transferor]
Dated: By:
------------------------------ ---------------------------------
Title:
------------------------------
_____________
** Insert one of these two provisions, which come from the definition of
"offshore transactions" in Regulation S.
-10-
EXHIBIT U
FORM OF
PLACEMENT AGENT EXCHANGE INSTRUCTIONS
Depository Trust Company
55 Water Street
50th Floor
New York, New York 10041
Re: Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass-
Through Certificates, Series 2001-RS2, Class B, issued pursuant to the
Pooling and Servicing Agreement dated as of May 1, 2001 (the "Agreement")
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., RESIDENTIAL FUNDING
CORPORATION, and CHASE MANHATTAN BANK, as Trustee (the "Certificates").
Pursuant to Section 5.02(e) of the Agreement, ________________________
(the "Placement Agent") hereby requests that $______________ aggregate principal
amount of the Certificates held by you for our account and represented by the
Temporary Regulation S Global Class B Certificate (CUSIP No. ________) (as
defined in the Agreement) be exchanged for an equal principal amount represented
by the Rule 144A Global Class B Certificate (CUSIP No. _______) to be held by
you for our account.
Date: [placement agent]
------------------------
By:
---------------------------------
Title:
------------------------------
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