RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2004-SL1
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions............................................................6
Accrued Certificate Interest..................................................6
Adjusted Mortgage Rate........................................................7
Advance.......................................................................7
Affiliate.....................................................................7
Agreement.....................................................................8
Amount Held for Future Distribution...........................................8
Appraised Value...............................................................8
Assignment....................................................................8
Assignment Agreement..........................................................8
Assignment of Proprietary Lease...............................................8
Available Distribution Amount.................................................8
Balloon Loan..................................................................9
Balloon Payment...............................................................9
Bankruptcy Code...............................................................9
Book-Entry Certificate........................................................9
Business Day..................................................................9
Calendar Quarter..............................................................9
Cash Liquidation.............................................................10
Certificate..................................................................10
Certificate Account..........................................................10
Certificate Account Deposit Date.............................................10
Certificateholder or Holder..................................................10
Certificate Owner............................................................10
Certificate Principal Balance................................................10
Certificate Register and Certificate Registrar...............................11
Class........................................................................11
Class A Certificates.........................................................11
Class A-I Certificates.......................................................11
Class A-I Interest Distribution Amount.......................................11
Class A-I Principal Distribution Amount......................................11
Class A-I Margin.............................................................12
Class A-I-1 Certificate......................................................12
Class A-I-2 Certificate......................................................12
Class A-II Certificates......................................................12
Class A-III Certificates.....................................................12
Class A-IV Certificates......................................................12
i
Class A-V Certificates.......................................................13
Class A-VI Certificates......................................................13
Class A-VII Certificates.....................................................13
Class A-VIII Certificates....................................................13
Class A-IX Certificates......................................................13
Class A-PO Collection Shortfall..............................................13
Class A-PO Principal Distribution Amount.....................................13
Class B Certificates or Class B-II Certificates..............................13
Class B-II-1 Certificate.....................................................13
Class B-II-2 Certificate.....................................................14
Class B-II-3 Certificate.....................................................14
Class M Certificates.........................................................14
Class M-I-1 Certificate......................................................14
Class M-I-1 Interest Distribution Amount.....................................14
Class M-I-1 Principal Distribution Amount....................................14
Class M-I-2 Certificate......................................................15
Class M-I-2 Interest Distribution Amount.....................................15
Class M-I-2 Principal Distribution Amount....................................15
Class M-I-3 Certificate......................................................16
Class M-I-3 Interest Distribution Amount.....................................16
Class M-I-3 Principal Distribution Amount....................................16
Class M-I-4 Interest Distribution Amount.....................................17
Class M-I-4 Principal Distribution Amount....................................17
Class M-I-5 Interest Distribution Amount.....................................17
Class M-I-5 Principal Distribution Amount....................................18
Class M-I-6 Certificate......................................................18
Class M-I-6 Interest Distribution Amount.....................................18
Class M-I-6 Principal Distribution Amount....................................19
Class M-I-7 Certificate......................................................19
Class M-I-7 Interest Distribution Amount.....................................19
Class M-I-7 Principal Distribution Amount....................................19
Class M-I Margin.............................................................20
Class M-II-1 Certificate.....................................................21
Class M-II-2 Certificate.....................................................21
Class M-II-3 Certificate.....................................................21
Class R Certificate..........................................................21
Class R-I Certificate........................................................21
Class R-II Certificate.......................................................21
Class R-III Certificate......................................................21
Class SB Certificate.........................................................21
Closing Date.................................................................22
Code.........................................................................22
Commission...................................................................22
Cooperative..................................................................22
Cooperative Apartment........................................................22
Cooperative Lease............................................................22
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Cooperative Loans............................................................22
Cooperative Stock............................................................22
Cooperative Stock Certificate................................................22
Corporate Trust Office.......................................................22
Corresponding Class..........................................................22
Credit Repository............................................................22
Credit Support Depletion Date................................................23
Curtailment..................................................................23
Custodial Account............................................................23
Custodial Agreement..........................................................23
Custodian....................................................................23
Cut-off Date.................................................................23
Cut-off Date Balance.........................................................23
Cut-off Date Principal Balance...............................................23
Definitive Certificate.......................................................23
Deleted Mortgage Loan........................................................23
Delinquent...................................................................23
Depository...................................................................24
Depository Participant.......................................................24
Derivative Contract..........................................................24
Derivative Counterparty......................................................24
Destroyed Mortgage Note......................................................24
Determination Date...........................................................24
Discount Fraction............................................................24
Discount Mortgage Loan.......................................................24
Discount Net Mortgage Rate...................................................24
Disqualified Organization....................................................25
Distribution Date............................................................25
Due Date.....................................................................25
Due Period...................................................................25
Eligible Account.............................................................25
Eligible Funds...............................................................26
Eligible Master Servicing Compensation.......................................26
ERISA........................................................................26
Event of Default.............................................................26
Excess Cash Flow.............................................................26
Excess Loss..................................................................26
Excess Overcollateralization Amount..........................................26
Excess Special Hazard Loss...................................................26
Exchange Act.................................................................27
Extraordinary Losses.........................................................27
Excess Subordinate Principal Amount..........................................27
Extraordinary Events.........................................................27
Xxxxxx Xxx...................................................................28
FASIT........................................................................28
FDIC.........................................................................28
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FHA..........................................................................28
Final Certification..........................................................28
Final Distribution Date......................................................28
Fitch........................................................................28
Foreclosure Profits..........................................................28
Xxxxxxx Mac..................................................................28
Gross Margin.................................................................28
Group A-II Certificates......................................................28
Group A-II Senior Certificates...............................................29
Group A-II Subordinate Certificates..........................................29
Group A-II Subordinate Percentage............................................29
Group I Basis Risk Shortfall.................................................29
Group I Basis Risk Shortfall Carry-Forward Amount............................29
Group I Cut-off Date Balance.................................................29
Group II Cut-off Date Balance................................................29
Group III Cut-off Date Balance...............................................29
Group IV Cut-off Date Balance................................................29
Group V Cut-off Date Balance.................................................29
Group VI Cut-off Date Balance................................................29
Group VII Cut-off Date Balance...............................................29
Group VIII Cut-off Date Balance..............................................29
Group IX Cut-off Date Balance................................................29
Group I Loan.................................................................30
Group II Loan................................................................30
Group III Loan...............................................................30
Group IV Loan................................................................30
Group V Loan.................................................................30
Group VI Loan................................................................30
Group VII Loan...............................................................30
Group VIII Loan..............................................................30
Group IX Loan................................................................30
Group I Net WAC Cap Rate.....................................................30
Group I Optional Termination Date............................................30
Group II Optional Termination Date...........................................31
Group I Pool Stated Principal Balance........................................31
Group II Pool Stated Principal Balance.......................................31
Group III Pool Stated Principal Balance......................................31
Group IV Pool Stated Principal Balance.......................................31
Group V Pool Stated Principal Balance........................................31
Group VI Pool Stated Principal Balance.......................................31
Group VII Pool Stated Principal Balance......................................31
Group VIII Pool Stated Principal Balance.....................................31
Group IX Pool Stated Principal Balance.......................................31
Group I Principal Distribution Amount........................................31
Group I Senior Certificates..................................................32
Group I Stepdown Date........................................................32
iv
Group I Subordination Percentage.............................................32
Group II Senior Certificates.................................................32
Group III Senior Certificates................................................32
Group IV Senior Certificates.................................................33
Group V Senior Certificates..................................................33
Group VI Senior Certificates.................................................33
Group VII Senior Certificates................................................33
Group VIII Senior Certificates...............................................33
Group IX Senior Certificates.................................................33
Group I Trigger Event........................................................33
Hazardous Materials..........................................................33
High Cost Loan...............................................................33
Highest Priority.............................................................34
Independent..................................................................34
Index........................................................................34
Initial Certificate Principal Balance........................................34
Initial Notional Amount......................................................34
Initial Subordinate Class Percentage.........................................34
Insurance Proceeds...........................................................34
Interest Accrual Period......................................................35
Interest Distribution Amount.................................................35
Interest Only Certificate....................................................35
Interim Certification........................................................35
Interested Person............................................................35
Late Collections.............................................................35
LIBOR........................................................................35
LIBOR Business Day...........................................................35
LIBOR Rate Adjustment Date...................................................35
Limited Repurchase Right Holder..............................................35
Liquidation Proceeds.........................................................35
Loan Group...................................................................35
Loan-to-Value Ratio..........................................................36
Lower Priority...............................................................36
Lowest Priority..............................................................36
Margin.......................................................................36
Maturity Date................................................................36
Maximum Group I Rate.........................................................36
Maximum Mortgage Rate........................................................36
Maximum Net Mortgage Rate....................................................37
MERS.........................................................................37
MERS(R)System................................................................37
MIN..........................................................................37
Minimum Mortgage Rate........................................................37
Modified Mortgage Loan.......................................................37
Modified Net Mortgage Rate...................................................37
MOM Loan.....................................................................37
v
Monthly Payment..............................................................37
Xxxxx'x......................................................................37
Mortgage.....................................................................37
Mortgage File................................................................37
Mortgage Loan Schedule.......................................................38
Mortgage Loans...............................................................39
Mortgage Note................................................................39
Mortgage Rate................................................................39
Mortgaged Property...........................................................39
Mortgagor....................................................................39
Net Mortgage Rate............................................................39
Non-Discount Mortgage Loan...................................................39
Non-Primary Residence Loans..................................................39
Non-United States Person.....................................................40
Nonrecoverable Advance.......................................................40
Nonsubserviced Mortgage Loan.................................................40
Note Margin..................................................................40
Notice.......................................................................40
Notional Amount..............................................................40
Officers' Certificate........................................................41
Opinion of Counsel...........................................................41
Outstanding Mortgage Loan....................................................41
Overcollateralization Amount.................................................41
Overcollateralization Increase Amount........................................41
Overcollateralization Floor..................................................41
Overcollateralization Reduction Amount.......................................41
Ownership Interest...........................................................41
Pass-Through Rate............................................................41
Paying Agent.................................................................42
Percentage Interest..........................................................42
Periodic Cap.................................................................43
Permitted Investments........................................................43
Permitted Transferee.........................................................44
Person.......................................................................44
Pool Strip Rate..............................................................44
Prepayment Assumption........................................................45
Prepayment Distribution Percentage...........................................45
Prepayment Distribution Trigger..............................................46
Prepayment Interest Shortfall................................................46
Prepayment Period............................................................46
Primary Insurance Policy.....................................................47
Principal Remittance Amount..................................................47
Principal Prepayment.........................................................47
Principal Prepayment in Full.................................................47
Program Guide................................................................47
Purchase Price...............................................................47
vi
Qualified Insurer............................................................47
Qualified Substitute Mortgage Loan...........................................48
Rating Agency................................................................48
Realized Loss................................................................49
Record Date..................................................................49
Regular Certificates.........................................................49
Regular Interest.............................................................49
Relief Act...................................................................49
Relief Act Shortfalls........................................................49
REMIC........................................................................50
REMIC Administrator..........................................................50
REMIC I......................................................................50
REMIC I Interest Loss Allocation Amount......................................50
REMIC I Overcollateralized Amount............................................50
REMIC I Pass-Through Rate....................................................50
REMIC I Principal Loss Allocation Amount.....................................50
REMIC I Required Overcollateralization Amount................................51
REMIC I Regular Interests....................................................51
REMIC I Regular Interest AA..................................................51
REMIC I Regular Interest A-I-1...............................................51
REMIC I Regular Interest A-I-2...............................................51
REMIC I Regular Interest M-I-1...............................................51
REMIC I Regular Interest M-I-2...............................................51
REMIC I Regular Interest M-I-3...............................................51
REMIC I Regular Interest M-I-4...............................................51
REMIC I Regular Interest M-I-5...............................................51
REMIC I Regular Interest M-I-6...............................................52
REMIC I Regular Interest M-I-7...............................................52
REMIC I Regular Interest ZZ..................................................52
REMIC I Regular Interest ZZ Maximum Interest Deferral Amount.................52
REMIC II.....................................................................52
REMIC II Pass-Through Rate...................................................52
REMIC II Regular Interests...................................................53
REMIC II Regular Interest II-ZZZ.............................................53
REMIC II Regular Interest III-A..............................................53
REMIC II Regular Interest IV-A...............................................53
REMIC II Regular Interest IV-ZZZ.............................................53
REMIC II Regular Interest V-ZZZ..............................................54
REMIC II Regular Interest V-PO...............................................54
REMIC II Regular Interest VI-ZZZ.............................................54
REMIC II Regular Interest VII-A..............................................54
REMIC II Regular Interest VIII-A.............................................54
REMIC II Regular Interest IX-ZZZ.............................................55
REMIC II Subordinated Balance Ratio..........................................55
REMIC Provisions.............................................................55
REO Acquisition..............................................................55
vii
REO Disposition..............................................................55
REO Imputed Interest.........................................................55
REO Proceeds.................................................................56
REO Property.................................................................56
Repurchase Event.............................................................56
Repurchase Price.............................................................56
Request for Release..........................................................56
Required Insurance Policy....................................................56
Required Overcollateralization Amount........................................57
Reserve Fund.................................................................57
Reserve Fund Deposit.........................................................57
Reserve Fund Residual Right..................................................57
Residential Funding..........................................................57
Responsible Officer..........................................................57
Schedule of Discount Fractions...............................................57
Security Agreement...........................................................57
Senior Accelerated Distribution Percentage...................................57
Senior Certificates..........................................................59
Senior Enhancement Percentage................................................59
Senior Percentage............................................................59
Senior Principal Distribution Amount.........................................59
Servicing Accounts...........................................................59
Servicing Advances...........................................................59
Servicing Fee................................................................60
Servicing Fee Rate...........................................................60
Servicing Modification.......................................................60
Servicing Officer............................................................60
Sixty-Plus Delinquency Percentage............................................60
Special Hazard Amount........................................................60
Special Hazard Loss..........................................................62
Standard & Poor's............................................................62
Startup Date.................................................................62
Stated Principal Balance.....................................................62
Subclass.....................................................................62
Subordination................................................................62
Subordinate Class Percentage.................................................62
Subordinate Principal Distribution Amount....................................63
Subsequent Recoveries........................................................63
Subserviced Mortgage Loan....................................................64
Subservicer..................................................................64
Subservicer Advance..........................................................64
Subservicing Account.........................................................64
Subservicing Agreement.......................................................64
Subservicing Fee.............................................................64
Subservicing Fee Rate........................................................64
Tax Returns..................................................................64
viii
Transfer.....................................................................64
Transferee...................................................................64
Transferor...................................................................65
Trust Fund...................................................................65
Trust Fund I.................................................................65
Trust Fund II................................................................65
Uniform Single Attestation Program for Mortgage Bankers......................65
Uncertificated Accrued Interest..............................................65
Uncertificated Class A-IO-1 REMIC III Regular Interests......................66
Uncertificated Class A-IO-2 REMIC III Regular Interests......................66
Uncertificated Notional Amount...............................................66
Uncertificated Pass-Through Rate.............................................67
Uncertificated Principal Balance.............................................67
Uncertificated REMIC II A-IO-1 Regular Interests.............................67
Uncertificated REMIC II A-IO-2 Regular Interests.............................67
Uncertificated REMIC Regular Interest Distribution Amount....................67
Uncertificated REMIC III Regular Interests...................................68
Uninsured Cause..............................................................68
United States Person.........................................................68
VA...........................................................................68
Voting Rights................................................................68
Section 1.02. Determination of LIBOR................................................68
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans..........................................70
Section 2.02. Acceptance by Trustee.................................................75
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor.............................................................77
Section 2.04. Representations and Warranties of Residential Funding.................79
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC I
Regular Interests, REMIC II Regular Interests and Uncertificated REMIC III
Regular Interests.....................................................81
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer....................................83
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations..............................84
ix
Section 3.03. Successor Subservicers................................................85
Section 3.04. Liability of the Master Servicer......................................86
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................86
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.......86
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................87
Section 3.08. Subservicing Accounts; Servicing Accounts.............................89
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................91
Section 3.10. Permitted Withdrawals from the Custodial Account......................91
Section 3.11. Maintenance of Primary Insurance Coverage.............................93
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....93
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................95
Section 3.14. Realization Upon Defaulted Mortgage Loans.............................97
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.......................99
Section 3.16. Servicing and Other Compensation; Eligible Master
Servicing Compensation...............................................101
Section 3.17. Reports to the Trustee and the Depositor.............................102
Section 3.18. Annual Statement as to Compliance....................................102
Section 3.19. Annual Independent Public Accountants' Servicing Report..............103
Section 3.20. Right of the Depositor in Respect of the Master Servicer.............103
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account..................................................104
Section 4.02. Distributions........................................................104
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange
Act Reporting........................................................118
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer......................................................121
Section 4.05. Allocation of Realized Losses........................................122
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........125
Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................125
Section 4.08. Limited Mortgage Loan Repurchase Right...............................125
Section 4.09. Distribution of Group I Basis Risk Shortfall Carry-Forward Amounts;
Reserve Fund.........................................................126
Section 4.10. Derivative Contracts.................................................127
x
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.....................................................129
Section 5.02. Registration of Transfer and Exchange of Certificates................131
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................136
Section 5.04. Persons Deemed Owners................................................137
Section 5.05. Appointment of Paying Agent..........................................137
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer......138
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer................138
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer
and Others...........................................................139
Section 6.04. Depositor and Master Servicer Not to Resign..........................139
ARTICLE VII
DEFAULT
Section 7.01. Events of Default....................................................141
Section 7.02. Trustee or Depositor to Act; Appointment of Successor................142
Section 7.03. Notification to Certificateholders...................................144
Section 7.04. Waiver of Events of Default..........................................144
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee....................................................145
Section 8.02. Certain Matters Affecting the Trustee................................146
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................148
Section 8.04. Trustee May Own Certificates.........................................148
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification..148
Section 8.06. Eligibility Requirements for Trustee.................................149
Section 8.07. Resignation and Removal of the Trustee...............................149
Section 8.08. Successor Trustee....................................................150
Section 8.09. Merger or Consolidation of Trustee...................................151
Section 8.10. Appointment of Co-Trustee or Separate Trustee........................151
xi
Section 8.11. Appointment of Custodians............................................152
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans.......................................................153
Section 9.02. Additional Termination Requirements..................................155
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration.................................................157
Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification.....160
Section 10.03 Distributions on the REMIC I Regular Interests and the REMIC II Regular
Interests............................................................161
Section 10.04.Distributions on the Uncertificated REMIC III Regular Interests......163
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment............................................................165
Section 11.02.Recordation of Agreement; Counterparts...............................167
Section 11.03.Limitation on Rights of Certificateholders...........................167
Section 11.04.Governing Law........................................................168
Section 11.05. Notices.............................................................168
Section 11.06.Notices to Rating Agencies...........................................169
Section 11.07.Severability of Provisions...........................................170
Section 11.08.Supplemental Provisions for Resecuritization.........................170
xii
Exhibit A Form of Class A Certificate
Exhibit B Form of Class M Certificate and Class B Certificate
Exhibit C Form of Class SB Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I-A Loan Schedule
Exhibit F-2 Group I-B Loan Schedule
Exhibit F-3 Group II Loan Schedule
Exhibit F-4 Group III Loan Schedule
Exhibit F-5 Group IV Loan Schedule
Exhibit F-6 Group V Loan Schedule
Exhibit F-7 Group VI Loan Schedule
Exhibit F-8 Group VII Loan Schedule
Exhibit F-9 Group VIII Loan Schedule
Exhibit F-10 Group IX Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section
11.01(e) for a Limited Guaranty
Exhibit L Form of Limited Guaranty
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O High Cost Loan
Exhibit P Schedule of Discount Fractions
Exhibit Q Form of Request for Exchange
Exhibit R-1: Form of Form 10-K Certification
Exhibit R-2: Form of Back-Up Certification to Form 10-K Certificate
Exhibit S: Information to be Provided by the Master Servicer to the Rating Agencies Relating
to Reportable Modified Mortgage Loans
xiii
This Pooling and Servicing Agreement, effective as of March 1, 2004,
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 DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York banking corporation, 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
thirty 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 "REMIC I Pass-Through Rate") and the 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 date set
forth below. None of the REMIC I Regular Interests will be certificated.
REMIC I
Designation Pass-Through-Rate Uncertificated REMIC I Latest Possible
Principal-Balance Maturity-Date-(1)
AA Variable(2) $127,830,613.96 October 25, 2031
A-I-1 Variable(2) $893,000.00 July 25, 2024
A-I-2 Variable(2) $215,734.02 October 25, 2031
M-I-1 Variable(2) $71,742.00 October 25, 2031
M-I-2 Variable(2) $39,132.00 October 25, 2031
M-I-3 Variable(2) $22,827.00 October 25, 2031
M-I-4 Variable(2) $19,566.00 October 25, 2031
M-I-5 Variable(2) $13,044.00 October 25, 2031
M-I-6 Variable(2) $16,305.00 October 25, 2031
M-I-7 Variable(2) $13,044.00 October 25, 2031
ZZ Variable(2) $1,304,394.02 October 25, 2031
1
__________________
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC I
Regular Interest.
(2) Calculated in accordance with the definition of "REMIC I Pass-Through
Rate" herein.
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, Group III
Loans, Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans, Group
VIII Loans and Group IX Loans and certain other related assets subject to this
Agreement as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated "REMIC II." The Class R-II Certificates will
represent the sole class of "residual interests" in REMIC II 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 "REMIC II
Pass-Through Rate") and initial Uncertificated Principal Balance for each of the
"regular interests" in REMIC II (the "REMIC II 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 II Regular Interest shall
be the date set forth below.
Uncertificated
REMIC II REMIC II Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date (1)
II-A 8.50% $ 1,001.67 November 25, 2031
$
II-ZZZ 8.50% 4,915,164.90 November 25, 2031
III-A 7.00% $ 6,965.05 November 25, 2031
$
III-ZZZ 7.00% 33,149,540.32 November 25, 2031
$
IV-A 6.50% 11,456.12 November 25, 2031
$
IV-ZZZ 6.50% 54,501,155.93 November 25, 2031
V-A 6.00% $ 7,478.21 November 25, 2031
$
V-PO 0.00% 129,377.76 November 25, 2031
$
V-ZZZ 6.00% 35,432,342.34 November 25, 2031
VI-A 8.50% $ 4,128.81 November 25, 2031
$
VI-ZZZ 8.50% 19,615,751.96 November 25, 2031
$
VII-A 7.00% 38,301.31 November 25, 2031
$
VII-ZZZ 7.00% 182,343,830.15 November 25, 2031
$
VIII-A 6.50% 31,070.44 November 25, 2031
$
VIII-ZZZ 6.50% 147,903,973.56 November 25, 2031
$
IX-A 6.00% 5,118.83 November 25, 2031
$
IX-PO 0.00% 13,726.76 November 25, 2031
$
IX-ZZZ 6.00% 24,332,763.90 November 25, 2031
Uncertificated REMIC II
A-IO-1 Regular Interests Variable(2) (3) November 25, 2031
Uncertificated REMIC II
A-IO-2 Regular Interests Variable(2) (3) November 25, 2031
_______________
2
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each REMIC II
Regular Interest.
(2) Calculated in accordance with the definition of "REMIC II Pass-Through
Rate" herein. (3) The Uncertificated REMIC II A-IO-1 Regular Interests
and the REMIC II A-IO-2 Regular Interests will not have an
Uncertificated Principal Balance.
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 REMIC II Regular Interests and certain other related assets (other than the
Reserve Fund) subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated "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, 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 III and the Class R Certificates. The
"latest possible maturity date" (determined solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of Regular
Certificates shall be the date set forth below.
AGGREGATE
INITIAL
CERTIFICATE
PRINCIPAL
DESIGNATION TYPE PASS-THROUGH BALANCE FEATURES MATURITY DATE INITIAL RATINGS(7)
S&P FITCH XXXXX'X
Adjustable
Class A-I-1 Senior Rate $89,300,000.00 Senior July 25, 2024 AAA N/R Aaa
Adjustable October 25,2031
Class A-I-2 Senior Rate $21,573,402.00 Senior AAA N/R Aaa
November 25,2031
Class A-II Senior 8.50% $4,816,000.00 Senior AAA AAA N/R
November 25,2031
Class A-III Senior 7.00% $32,460,000.00 Senior AAA AAA N/R
November 25,2031
Class A-IV Senior 6.50% $53,367,000.00 Senior AAA AAA N/R
November 25,2031
Class A-V Senior 6.00% $34,692,000.00 Senior AAA AAA N/R
November 25,2031
Class A-VI Senior 8.50% $19,207,000.00 Senior AAA AAA N/R
November 25,2031
Class A-VII Senior 7.00% $178,552,000.00 Senior AAA AAA N/R
Class November 25,2031
A-VIII Senior 6.50% $144,828,000.00 Senior AAA AAA N/R
November 25,2031
Class A-IX Senior 6.00% $23,826,000.00 Senior AAA AAA N/R
Senior/Interest
Class Variable Only/VariaNovember 25, 2031
A-IO-1(3) Senior Rate $0.00 Strip AAA AAA N/R
Senior/Interest
Class Variable Only/VariaNovember 25, 2031
A-IO-2(4) Senior Rate $0.00 Strip AAA AAA N/R
Senior/
Principal November 25,2031
Class A-PO Senior 0.00% $143,104.53 Only AAA AAA N/R
Adjustable October 25, 2031
Class M-I-1 Mezzanine Rate(1) $7,174,200.00 Mezzanine AA N/R Aa2
Adjustable October 25, 2031
Class M-I-2 Mezzanine Rate(1) $3,913,200.00 Mezzanine A+ N/R A1
Adjustable October 25, 2031
Class M-I-3 Mezzanine Rate(1) $2,282,700.00 Mezzanine A N/R A2
Adjustable October 25, 2031
Class M-I-4 Mezzanine Rate(1) $1,956,600.00 Mezzanine A- N/R A3
Adjustable October 25, 2031
Class M-I-5 Mezzanine Rate(1) $1,304,400.00 Mezzanine BBB+ N/R Baa1
Adjustable October 25, 2031
Class M-I-6 Mezzanine Rate(1) $1,630,500.00 Mezzanine BBB N/R Baa2
Adjustable October 25, 2031
Class M-I-7 Mezzanine Rate(1) $1,304,400.00 Mezzanine BBB- N/R Baa3
Class Variable November 25,2031
M-II-1 Mezzanine Rate(1) $7,537,000.00 Mezzanine AA N/R N/R
Class Variable November 25,2031
M-II-2 Mezzanine Rate(1) $1,005,000.00 Mezzanine A N/R N/R
Class Variable November 25,2031
M-II-3 Mezzanine Rate(1) $502,000.00 Mezzanine BBB N/R N/R
Class eVariable November 25, 2031
B-II-1 Subordinat Rate(1) $503,000.00 Subordinate BB N/R N/R
Class eVariable November 25, 2031
B-II-2 Subordinat Rate(1) $251,000.00 Subordinate B N/R N/R
Class eVariable November 25, 2031
B-II-3 Subordinat Rate(1) $754,043.49 Subordinate N/R N/R N/R
October 25, 2031
Class R-I Residual N/A $0.00 Residual N/R N/R N/R
November 25,2031
Class R-II Residual 6.00% $50.00 Residual AAA AAA N/R
November 25,2031
Class R-III Residual 6.00% $50.00 Residual AAA AAA N/R
eVariable October 25, 2031
Class SB Subordinat Rate(2) $0.00 Subordinate N/R N/R N/R
(1) Calculated in accordance with the definition of "Pass-Through Rate"
herein.
(2) 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.
(3) The Class A-IO-1 Certificates or any Subclass thereof issued pursuant to
Section 5.01(d) represent ownership of the Uncertificated Class A-IO-1
REMIC III Regular Interests represented by such Class or Subclass on
such date.
(4) The Class A-IO-2 Certificates or any Subclass thereof issued pursuant to
Section 5.01(d) represent ownership of the Uncertificated Class A-IO-2
REMIC III Regular Interests represented by such Class or Subclass on
such date.
The Group I Loans, which are a part of Trust Fund I as more fully
described herein, have an aggregate Cut-off Date Principal Balance equal to
$130,439,401.95. The Group I Loans are fixed-rate and adjustable-rate, fully
amortizing and balloon payment, first and second lien mortgage loans having
terms to maturity at origination or modification of generally not more than 30
years. The Group II Loans, which are a part of Trust Fund II as more fully
described herein, have an aggregate Cut-off Date Principal Balance equal to
$4,916,166.57. The Group II Loans are fixed-rate, fully amortizing and balloon
payment, first lien mortgage loans having terms to maturity at origination or
modification of generally not more than 15 years. The Group III Loans, which are
a part of Trust Fund II as more fully described herein, have an aggregate
Cut-off Date Principal Balance equal to $33,156,505.37. The Group III Loans are
fixed-rate, fully amortizing and balloon payment, first lien mortgage loans
having terms to maturity at origination or modification of generally not more
than 15 years. The Group IV Loans, which are a part of Trust Fund II as more
fully described herein, have an aggregate Cut-off Date Principal Balance equal
to $54,512,612.05. The Group IV Loans are fixed- rate, fully amortizing, first
lien mortgage loans having terms to maturity at origination or modification of
generally not more than 15 years. The Group V Loans, which are a part of Trust
Fund II as more fully described herein, have an aggregate Cut-off Date Principal
Balance equal to $35,569,298.31. The Group V Loans are fixed-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination or
modification of generally not more than 15 years. The Group VI Loans, which are
a part of Trust Fund II as more fully described herein, have an aggregate
Cut-off Date Principal Balance equal to $19,619,880.77. The Group VI Loans are
fixed-rate, fully amortizing, first lien mortgage loans having terms to maturity
at origination or modification of generally not more than 30 years. The Group
VII Loans, which are a part of Trust Fund II as more fully described herein,
have an aggregate Cut-off Date Principal Balance equal to $182,382,131.46. The
Group VII Loans are fixed-rate, fully amortizing, first lien mortgage loans
having terms to maturity at origination or modification of generally not more
than 30 years. The Group VIII Loans, which are a part of Trust Fund II as more
fully described herein, have an aggregate Cut-off Date Principal Balance equal
to
4
$147,935,044.00. The Group VIII Loans are fixed-rate, fully amortizing, first
lien mortgage loans having terms to maturity at origination or modification of
generally not more than 30 years. The Group IX Loans, which are a part of Trust
Fund II as more fully described herein, have an aggregate Cut-off Date Principal
Balance equal to $24,351,609.49. The Group IX Loans are fixed-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination or
modification of generally not more than 30 years. The Mortgage Loans have an
aggregate Cut-off Date Principal Balance equal to $632,882,649.97.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
5
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date and
the Class A-I Certificates and Class M-I Certificates, interest accrued during
the preceding Interest Accrual Period on its Certificate Principal Balance
immediately prior to such Distribution Date at the related Pass- Through Rate
for such Distribution Date.
The amount of Accrued Certificate Interest on each Class of Class A-I
Certificates and Class M-I Certificates shall be reduced by the amount of (a)
Prepayment Interest Shortfalls on the Group I Loans during the prior calendar
month (to the extent not covered by Eligible Master Servicing Compensation
pursuant to Section 3.16) and Relief Act Shortfalls on Group I Loans during the
related Due Period, in each case to the extent allocated to such Class of
Certificates pursuant to Section 4.02(I)(d); and (b) the interest portion of
Realized Losses allocated to such Class through Subordination as described in
Section 4.05.
With respect to each Distribution Date and the Class SB Certificates,
interest accrued during the preceding Interest Accrual Period at the related
Pass-Through Rate for such Distribution Date on the notional amount as specified
in the definition of Pass-Through Rate, immediately prior to such Distribution
Date in each case, reduced by any interest shortfalls with respect to the Group
I Loans including Prepayment Interest Shortfalls to the extent not covered by
Eligible Master Servicing Compensation pursuant to Section 3.16 or by Excess
Cash Flow pursuant to clauses (xiii) and (xiv) of Section 4.02(I)(a). In
addition, Accrued Certificate Interest with respect to each Distribution Date,
as to the Class SB Certificates, shall be reduced by an amount equal to the
interest portion of Realized Losses allocated to the Overcollateralization
Amount pursuant to Section 4.05 hereof.
With respect to each Distribution Date and the Group A-II Certificates
(other than the Class A-PO Certificates), an amount equal to interest accrued
during the related Interest Accrual Period at the related Pass-Through Rate on
the Certificate Principal Balance or Notional Amount thereof immediately prior
to such Distribution Date. Accrued Certificate Interest will be calculated on
the basis of a 360-day year, consisting of twelve 30-day months. In each case,
Accrued Certificate Interest on any Class of Certificates will be reduced by
interest shortfalls from the Mortgage Loans in the related Loan Group, if any,
allocated to such Class of Certificates for such Distribution Date, to the
extent not covered with respect to the Group A-II Senior Certificates by the
Subordination provided by the Class B-II Certificates and Class M-II
Certificates and, with respect to each Class of Group A- II Subordinate
Certificates to the extent not covered by the Subordination provided by each
Group A-II Subordinate Certificate with a Lower Priority, including in each
case:
6
(i) Prepayment Interest Shortfalls on the Mortgage Loans in the
related Loan Group (to the extent not covered by Eligible Master
Servicing Compensation pursuant to Section 3.16), allocated among
the Certificates on a pro rata basis,
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on the Mortgage Loans in the related
Loan Group (including Excess Losses from the related Loan Group)
not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on the Mortgage
Loans in the related Loan Group, which remained unreimbursed
following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property or (B) made with respect to
delinquencies that were ultimately determined to be Excess Losses
from the related Loan Group, and
(iv) any other interest shortfalls not covered by the Subordination
provided by the Class M-II Certificates and Class B-II
Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Relief Act,
with all such reductions allocated among all of the related Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions. In addition to that portion of
the reductions described in the preceding sentence that are allocated to any
Class of Class B-II Certificates or any Class of Class M-II Certificates,
Accrued Certificate Interest on such Class of Class B-II Certificates or such
Class of Class M-II Certificates will be reduced by the interest portion
(adjusted to the Net Mortgage Rate) of Realized Losses that are allocated solely
to such Class of Class B-II Certificates or such Class of Class M-II
Certificates pursuant to Section 4.05.
Accrued Certificate Interest on the Class A-I Certificates and Class M-I
Certificates shall accrue on the basis of a 360-day year and the actual number
of days in the related Interest Accrual Period. Accrued Certificate Interest on
the Group A-II Certificates and Class SB Certificates shall accrue on the basis
of a 360-day year consisting of twelve 30-day months.
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
related Subservicing Fee Rate.
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.
7
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date in
respect of the related Mortgage Loans and each Loan Group, the total of the
amounts held in the Custodial Account in respect of the related Mortgage Loans
and each Loan Group at the close of business on the preceding Determination Date
on account of (i) Liquidation Proceeds, Subsequent Recoveries, REO Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04, 4.07 or 4.08 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Subsequent Recoveries,
REO 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 or
(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.
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; or the Additional Collateral
Agreement, between GMAC Mortgage Corporation and the Mortgagor or other person
pledging the related Pledged Assets.
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.
Available Distribution Amount: As to any Distribution Date and each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the related
Mortgage Loans on deposit in the
8
Custodial Account as of the close of business on the immediately preceding
Determination Date, including any Subsequent Recoveries, and amounts deposited
in the Custodial Account in connection with the substitution of Qualified
Substitute Mortgage Loans that are related Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Certificate Account Deposit Date
with respect to the related Mortgage Loans, (iii) any amount deposited in the
Certificate Account on the related Certificate Account Deposit Date pursuant to
Section 3.12(a) in respect of the related Mortgage 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 related Mortgage Loans, (v) any
amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in
respect of the related Mortgage Loans and (vi) the proceeds of any Pledged
Assets received by the Master Servicer, 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 related Mortgage Loans and (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the related Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the States of New York, California,
Minnesota, Illinois, Texas or Michigan (and such other state or states in which
the Custodial Account or the Certificate Account are at the time located) are
required or authorized by law or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.
Capitalization Reimbursement Amount: As to any Distribution Date, the
amount of Advances or Servicing Advances that were added to the Stated Principal
Balance of the related Mortgage Loans during the prior calendar month and
reimbursed to the Master Servicer or Subservicer on or prior to such
Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization
Reimbursement Shortfall Amount remaining unreimbursed from any prior
Distribution Date and reimbursed to the Master Servicer or Subservicer on or
prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any Distribution
Date, the amount, if any, by which the amount of Advances or Servicing Advances
that were added to the Stated Principal Balance of the Mortgage Loans during the
preceding calendar month exceeds the amount
9
of principal payments on the Mortgage Loans included in the Available
Distribution Amount for such Distribution Date.
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 R Certificate or Class SB Certificate.
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "Deutsche Bank Trust Company
Americas, as trustee, in trust for the registered holders of Residential Asset
Mortgage Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series
2004-SL1" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, 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 each Certificate (other
than any Interest Only 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) any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 4.02, minus
10
(ii) 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 thereof pursuant to Section 4.02 and (y) the aggregate of
all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Class B-II
Certificates or Class M-II Certificates with the Lowest Priority at any given
time shall be further reduced by an amount equal to the Percentage Interest
evidenced by such Certificate multiplied by the excess, if any, of (A) the then
aggregate Certificate Principal Balance of all Classes of Group A-II
Certificates then outstanding over (B) the then aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV,
Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan Group IX.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I-1, Class A-I-2, Class
A-II, Class A-III, Class A-IV, Class A-V, Class A-VI, Class A-VII, Class A-VIII,
Class A-IX, Class A-IO-1, Class A-IO-2 or Class A-PO Certificates.
Class A-I Certificates: Any one of the Class A-I-1 Certificates or Class
A-I-2 Certificates, senior to the Class M-I, Class SB and Class R-I Certificates
with respect to distributions and the allocation of Realized Losses in respect
of the Mortgage Loans in Loan Group I as set forth in Section 4.05, and
evidencing an interest designated as a "regular interest" in REMIC I for
purposes of the REMIC Provisions.
Class A-I Interest Distribution Amount: With respect to the Class A-I
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of the Class A-I
Certificates for such Distribution Date, plus any related Accrued Certificate
Interest remaining unpaid from any prior Distribution Date, less any related
Prepayment Interest Shortfalls for such Distribution Date not covered by
Eligible Master Servicing Compensation and any Relief Act Shortfalls for such
Distribution Date, allocated among the Class A-I Certificates on a pro rata
basis as set forth herein.
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 such
Distribution Date, the Group I Principal Distribution Amount for such
Distribution Date or (ii) on or after the Group I Stepdown Date if a Group I
Trigger Event is not in effect for such Distribution Date, the lesser of:
(i) the Group I Principal Distribution Amount for such
Distribution Date; and
11
(ii) the excess, if any, of (A) the aggregate Certificate
Principal Balance of the Class A-I Certificates immediately prior to
such Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Group I Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date, less the
Overcollateralization Floor.
Class A-I Margin: With respect to the Class A-I-1 Certificates,
initially 0.170% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
0.340% per annum. With respect to the Class A-I-2 Certificates, initially 0.450%
per annum, and on any Distribution Date on or after the second Distribution Date
after the first possible Group I Optional Termination Date, 0.900% per annum.
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 B, senior to the Class
M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class M-I-6, Class
M-I-7, Class SB and Class R-I Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive the Group I Basis Risk Shortfall Carry-Forward Amount from
the Reserve Fund.
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 B, senior to the Class
M-I-1, Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class M-I-6, Class
M-I-7, Class SB and Class R-I Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive the Group I Basis Risk Shortfall Carry-Forward Amount from
the Reserve Fund.
Class A-II Certificates: Any one of the Class A-II Certificates, senior
to the Class M-II Certificates and Class B-II Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans in Loan Group II as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class A-III Certificates: Any one of the Class A-III Certificates,
senior to the Class M-II Certificates and Class B-II Certificates with respect
to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans in Loan Group III as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-IV Certificates: Any one of the Class A-IV Certificates, senior
to the Class M-II Certificates and Class B-II Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans in Loan Group IV as set forth in Section 4.05, and
12
evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-V Certificates: Any one of the Class A-V Certificates, senior to
the Class M-II Certificates and Class B-II Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans in Loan Group V as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class A-VI Certificates: Any one of the Class A-VI Certificates, senior
to the Class M-II Certificates and Class B-II Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans in Loan Group VI as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class A-VII Certificates: Any one of the Class A-VII Certificates,
senior to the Class M-II Certificates and Class B-II Certificates with respect
to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans in Loan Group VII as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-VIII Certificates: Any one of the Class A-VIII Certificates,
senior to the Class M-II Certificates and Class B-II Certificates with respect
to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans in Loan Group VIII as set forth in Section 4.05, and evidencing
an interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-IX Certificates: Any one of the Class A-IX Certificates, senior
to the Class M-II Certificates and Class B-II Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans in Loan Group IX as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class A-PO Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan in Loan Group V and Loan Group IX
and any Distribution Date, the excess of the amount described in Section
4.02(II)(b)(i)(C)(1) in respect of the Class A-PO Certificates over the amount
described in Section 4.02(II)(b)(i)(C)(2) in respect of the Class A-PO
Certificates.
Class A-PO Principal Distribution Amount: As defined in Section
4.02(II)(b)(i).
Class B Certificates or Class B-II Certificates: Any one of the Class
B-II-1, Class B-II-2 or Class B-II-3 Certificates.
Class B-II-1 Certificate: Any one of the Class B-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
B-II-2 and Class B-II-3 Certificates with respect to distributions and the
allocation of
13
Realized Losses in respect of the Mortgage Loans in Loan Group II, Loan Group
III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII
and Loan Group IX as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions.
Class B-II-2 Certificate: Any one of the Class B-II-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
B-II-3 Certificates with respect to distributions and the allocation of Realized
Losses in respect of the Mortgage Loans in Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan
Group IX as set forth in Section 4.05, and evidencing an interest designated as
a "regular interest" in REMIC III for purposes of the REMIC Provisions.
Class B-II-3 Certificate: Any one of the Class B-II-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class M Certificates: Any one of the Class M-I Certificates or Class
M-II Certificates.
Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class M-I-6, Class M-I-7, Class SB
and Class R-I Certificates with respect to distributions and the allocation of
Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive
the Group I Basis Risk Shortfall Carry-Forward Amount from the Reserve Fund.
Class M-I-1 Interest Distribution Amount: With respect to the Class
M-I-1 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as set forth
herein to the Class M-I-1 Certificates.
Class M-I-1 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for such
Distribution Date, the remaining Group I Principal Distribution Amount for such
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 such Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal
Distribution Amount; and
14
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates (after
taking into account the payment of the Class A-I Principal Distribution
Amount for such Distribution Date) and (2) the Certificate Principal
Balance of the Class M-I-1 Certificates immediately prior to such
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Group I Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date, less the related
Overcollateralization Floor.
Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-3, Class M-I-4, Class M-I-5, Class M-I-6, Class M-I-7, Class SB and Class
R-I Certificates with respect to distributions and the allocation of Realized
Losses in respect of the Mortgage Loans in Loan Group I as set forth in Section
4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions and (ii) the right to receive the Group
I Basis Risk Shortfall Carry-Forward Amount from the Reserve Fund.
Class M-I-2 Interest Distribution Amount: With respect to the Class
M-I-2 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as set forth
herein to the Class M-I-2 Certificates.
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 such
Distribution Date, the remaining Group I Principal Distribution Amount for such
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 such
Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal
Distribution Amount and the Class M-I-1 Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates and Class
M-I-1 Certificates (after taking into account the payment of the Class
A-I Principal Distribution Amount and the Class M-I-1 Principal
Distribution Amount for such Distribution Date) and (2) the Certificate
Principal Balance of the Class M-I-2 Certificates immediately prior to
such Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Group I Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date, less the related
Overcollateralization Floor.
15
Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-4, Class M-I-5, Class M-I-6, Class M-I-7, Class SB and Class R-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans in Loan Group I as set forth in Section 4.05,
and evidencing (i) an interest designated as a "regular interest" in REMIC III
for purposes of the REMIC Provisions and (ii) the right to receive the Group I
Basis Risk Shortfall Carry-Forward Amount from the Reserve Fund.
Class M-I-3 Interest Distribution Amount: With respect to the Class
M-I-3 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as set forth
herein to the Class M-I-3 Certificates.
Class M-I-3 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for such
Distribution Date, the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2
Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a
Group I Trigger Event is not in effect for such Distribution Date, the lesser
of:
(i) the remaining Group I Principal Distribution Amount for such
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, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates, Class M-I-1
Certificates and Class M-I-2 Certificates (after taking into account the
payment of the Class A-I Principal Distribution Amount, the Class M-I-1
Principal Distribution Amount and the Class M-I-2 Principal Distribution
Amount for such Distribution Date) and (2) the Certificate Principal
Balance of the Class M-I- 3 Certificates immediately prior to such
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Group I Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date, less the related
Overcollateralization Floor.
Class M-I-4 Certificate: Any one of the Class M-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-5, Class M-I-6, Class M-I-7, Class SB and Class R-I Certificates with
respect to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans in Loan Group I as set forth in Section 4.05, and evidencing (i)
an interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and (ii) the right to receive the Group I Basis Risk Shortfall
Carry-Forward Amount from the Reserve Fund.
16
Class M-I-4 Interest Distribution Amount: With respect to the Class
M-I-4 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as set forth
herein to the Class M-I-4 Certificates.
Class M-I-4 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 such
Distribution Date, the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal
Distribution Amount and the 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 such Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount, the
Class M-I-2 Principal Distribution Amount and the Class M-I-3 Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates, Class M-I-1
Certificates, Class M-I-2 Certificates and Class M-I-3 Certificates
(after taking into account the payment of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount, the
Class M-I-2 Principal Distribution Amount and the Class M-I-3 Principal
Distribution Amount for such Distribution Date) and (2) the Certificate
Principal Balance of the Class M-I-4 Certificates immediately prior to
such Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Group I Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date, less the related
Overcollateralization Floor.
Class M-I-5 Certificate: Any one of the Class M-I-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-6, Class M-I-7, Class SB and Class R-I Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans in Loan Group I as set forth in Section 4.05, and evidencing (i) an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and (ii) the right to receive the Group I Basis Risk Shortfall
Carry- Forward Amount from the Reserve Fund.
Class M-I-5 Interest Distribution Amount: With respect to the Class
M-I-5 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such
17
Distribution Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as set forth herein
to the Class M-I-5 Certificates.
Class M-I-5 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 such
Distribution Date, the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal
Distribution Amount, the Class M-I-3 Principal Distribution Amount and Class
M-I-4 Principal Distribution Amount or (ii) on or after the Group I Stepdown
Date if a Group I Trigger Event is not in effect for such Distribution Date, the
lesser of:
(i) the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount, the
Class M-I-2 Principal Distribution Amount, the Class M-I- 3 Principal
Distribution Amount and Class M-I-4 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates, Class M-I-1
Certificates, Class M-I-2 Certificates, Class M-I-3 Certificates and
Class M-I-4 Certificates (after taking into account the payment of the
Class A-I Principal Distribution Amount, the Class M-I-1 Principal
Distribution Amount, the Class M-I-2 Principal Distribution Amount, the
Class M-I-3 Principal Distribution Amount and the Class M-I-4 Principal
Distribution Amount for such Distribution Date) and (2) the Certificate
Principal Balance of the Class M-I-5 Certificates immediately prior to
such Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Group I Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date, less the related
Overcollateralization Floor.
Class M-I-6 Certificate: Any one of the Class M-I-6 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-7, Class SB and Class R-I Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive the Group I Basis Risk Shortfall Carry-Forward Amount from
the Reserve Fund.
Class M-I-6 Interest Distribution Amount: With respect to the Class
M-I-6 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as set forth
herein to the Class M-I-6 Certificates.
18
Class M-I-6 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 such
Distribution Date, the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal
Distribution Amount, the Class M-I-3 Principal Distribution Amount, the Class
M-I-4 Principal Distribution Amount and the Class M-I-5 Principal Distribution
Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event
is not in effect for such Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount, the
Class M-I-2 Principal Distribution Amount, the Class M-I- 3 Principal
Distribution Amount, the Class M-I-4 Principal Distribution Amount and
the Class M-I-5 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates, Class M-I-1
Certificates, Class M-I-2 Certificates, Class M-I-3 Certificates, Class
M-I-4 Certificates and Class M-I-5 Certificates (after taking into
account the payment of the Class A-I Principal Distribution Amount, the
Class M-I-1 Principal Distribution Amount, the Class M-I-2 Principal
Distribution Amount, the Class M-I- 3 Principal Distribution Amount, the
Class M-I-4 Principal Distribution Amount and the Class M-I-5 Principal
Distribution Amount for such Distribution Date) and (2) the Certificate
Principal Balance of the Class M-I-6 Certificates immediately prior to
such Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Group I Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on such Distribution Date, less the related
Overcollateralization Floor.
Class M-I-7 Certificate: Any one of the Class M-I-7 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class SB
Certificates and Class R-I Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans in Loan Group I
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive the Group I Basis Risk Shortfall Carry-Forward Amount from
the Reserve Fund.
Class M-I-7 Interest Distribution Amount: With respect to the Class
M-I-7 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as set forth
herein to the Class M-I-7 Certificates.
Class M-I-7 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
19
is in effect for such Distribution Date, the remaining Group I Principal
Distribution Amount for such Distribution Date after distribution of the Class
A-I Principal Distribution Amount, the Class M-I-1 Principal Distribution
Amount, the Class M-I-2 Principal Distribution Amount, the Class M-I-3 Principal
Distribution Amount, the Class M-I-4 Principal Distribution Amount, the Class
M-I-5 Principal Distribution Amount and the Class M-I-6 Principal Distribution
Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event
is not in effect for such Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for such
Distribution Date after distribution of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount, the
Class M-I-2 Principal Distribution Amount, the Class M-I- 3 Principal
Distribution Amount, the Class M-I-4 Principal Distribution Amount, the
Class M-I-5 Principal Distribution Amount and the Class M-I-6 Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates, Class M-I-1
Certificates, Class M-I-2 Certificates, Class M-I-3 Certificates, Class
M-I-4 Certificates, Class M-I-5 Certificates and Class M-I-6
Certificates (after taking into account the payment of the Class A-I
Principal Distribution Amount, the Class M-I-1 Principal Distribution
Amount, the Class M-I-2 Principal Distribution Amount, the Class M-I-3
Principal Distribution Amount, the Class M-I-4 Principal Distribution
Amount, the Class M-I-5 Principal Distribution Amount and the Class
M-I-6 Principal Distribution Amount for such Distribution Date) and (2)
the Certificate Principal Balance of the Class M-I-7 Certificates
immediately prior to such Distribution Date over (B) the lesser of (x)
the product of (1) the applicable Group I Subordination Percentage and
(2) the aggregate Stated Principal Balance of the Group I Loans after
giving effect to distributions to be made on such Distribution Date and
(y) the aggregate Stated Principal Balance of the Group I Loans after
giving effect to distributions to be made on such Distribution Date,
less the related Overcollateralization Floor.
Class M-I Margin: With respect to the Class M-I-1 Certificates,
initially 0.580% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
0.870% per annum. With respect to the Class M-I-2 Certificates, initially 1.050%
per annum, and on any Distribution Date on or after the second Distribution Date
after the first possible Group I Optional Termination Date, 1.575% per annum.
With respect to the Class M-I-3 Certificates, initially 1.300% per annum, and on
any Distribution Date on or after the second Distribution Date after the first
possible Group I Optional Termination Date, 1.950% per annum. With respect to
the Class M-I-4 Certificates, initially 1.500% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group I Optional Termination Date, 2.250% per annum. With respect to
the Class M-I-5 Certificates, initially 1.800% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group I Optional Termination Date, 2.700% per annum. With respect to
the Class M-I-6 Certificates, initially 1.900% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group I Optional Termination Date, 2.850% per annum. With respect to
the Class M-I-7 Certificates, initially 3.500% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group I Optional Termination Date, 5.250% per annum.
20
Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-2, Class M-II-3, Class B-II, Class R-II and Class R-III Certificates with
respect to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV, Loan Group V,
Loan Group VI, Loan Group VII, Loan Group VIII and Loan Group IX as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions.
Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-3, Class B-II, Class R-II and Class R-III Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans in Loan Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group
VI, Loan Group VII, Loan Group VIII and Loan Group IX as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC III
for purposes of the REMIC Provisions.
Class M-II-3 Certificate: Any one of the Class M-II-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class B-II,
Class R-II and Class R-III Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans in Loan Group II,
Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan
Group VIII and Loan Group IX as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class R Certificate: Any one of the Class R-I, Class R-II or Class R-III
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class SB Certificate: Any one of the Class SB Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit C, subordinate to the Class A-I Certificates and
Class M-I Certificates with respect to distributions and the allocation of
Realized Losses in respect of the Mortgage Loans in Loan Group I as set forth in
21
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions.
Closing Date: March 30, 2004.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
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 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, Attention: RAMP, Series 2004-SL1.
Corresponding Class: With respect to each REMIC I Regular Interest other
than REMIC I Regular Interests I-AA and I-ZZ, the Certificate with the
corresponding designation.
Credit Repository: Equifax, Transunion and Experian, or their successors in
interest.
22
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Group A-II Subordinate Certificates have
been reduced to zero.
Credit Support Pledge Agreement: The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: March 1, 2004.
Cut-off Date Balance: The Group I Cut-off Date Balance, Group II Cut-off
Date Balance, Group III Cut-off Date Balance, Group IV Cut-off Date Balance,
Group V Cut-off Date Balance, Group VI Cut-off Date Balance, Group VII Cut-off
Date Balance, Group VIII Cut-off Date Balance or Group IX Cut-off Date Balance,
as the case may be.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
March 2004), whether or not received.
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.
23
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.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(5) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.
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.
Derivative Contract: Any ISDA Master Agreement, together with the
related Schedule and Confirmation, entered into by the Trustee and a Derivative
Counterparty in accordance with Section 4.10.
Derivative Counterparty: Any counterparty to a Derivative Contract as
provided in Section 4.10.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date and the Group
I Loans, 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. With respect to any Distribution Date and the Group II Loans,
Group III Loans, Group IV Loans, Group V Loans Group VI Loans, Group VII Loans,
Group VIII Loans and Group IX Loans, the second Business Day prior to such
Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the related
Discount Net Mortgage Rate minus the Net Mortgage Rate (or the initial Net
Mortgage Rate with respect to any Discount Mortgage Loans as to which the
Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and the
denominator of which is the related Discount Net Mortgage Rate. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth as Exhibit P
hereto.
Discount Mortgage Loan: (i) Any Mortgage Loan in Loan Group V and Loan
Group IX having a Net Mortgage Rate (or the initial Net Mortgage Rate) of less
than the related Discount Net Mortgage Rate per annum and (ii) any Mortgage Loan
deemed to be a Discount Mortgage Loan pursuant to the definition of Qualified
Substitute Mortgage Loan.
Discount Net Mortgage Rate: With respect to Loan Group V and Loan Group
IX, 6.00% per annum.
24
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 any REMIC or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R Certificate to such Person. The terms "United States",
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of JPMorgan
Chase Bank, or (B) an account or accounts maintained in the corporate asset
services department of JPMorgan Chase Bank as long as its short term debt
obligations are rated P-1 (or the equivalent) or better by each Rating Agency,
and its long term debt obligations are rated A2 (or the equivalent) or better,
by each Rating Agency, or (iv) in the case of the Certificate Account and the
Reserve Fund, a trust account or accounts maintained in the corporate trust
division of Deutsche Bank Trust Company Americas, or (v) an account or accounts
of a depository institution acceptable to each Rating Agency (as
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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).
Eligible Funds: With respect to Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan
Group IX, on any Distribution Date, the portion, if any, of the related
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Group A-II Senior
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(II)(a)(ii)(Y)(D) hereof), (iii) the Class A-PO Principal
Distribution Amount (determined without regard to Section 4.02(II)(b)(i)(E)
hereof) and (iv) the aggregate amount of Accrued Certificate Interest on the
Class M-II, Class B-II-1 and Class B-II-2 Certificates payable from the related
Available Distribution Amount.
Eligible Master Servicing Compensation: 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 amounts payable to the
Certificateholders with respect to such Distribution Date and servicing
compensation to which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi), in each case with respect to the related Loan Group;
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required pursuant
to the last sentence of Section 7.02(a).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: With respect to the Group I Loans and any Distribution
Date, an amount equal to the sum of (A) the excess of (i) the related Available
Distribution Amount for such Distribution Date over (ii) the sum of (a) the
Interest Distribution Amount for such Distribution Date and (b) the Principal
Remittance Amount for such Distribution Date and (B) the Overcollateralization
Reduction Amount, if any, for such Distribution Date.
Excess Loss: With respect to Loan Group I, any Excess Special Hazard
Loss. With respect to Loan Group II, Loan Group III, Loan Group IV, Loan Group
V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan Group IX, any Excess
Special Hazard Loss or Extraordinary Loss.
Excess Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the Overcollateralization Amount on such
Distribution Date over (b) the Required Overcollateralization Amount.
Excess Special Hazard Loss: Any Special Hazard Loss on the related
Mortgage Loans, or portion thereof, that exceeds the related Special Hazard
Amount.
26
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extraordinary Losses: Any loss incurred on a Mortgage Loan in Loan Group
II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII,
Loan Group VIII or Loan Group IX caused by or resulting from an Extraordinary
Event.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class M-II
Certificates or Class of Class B-II Certificates then outstanding with the
Lowest Priority is to be reduced to zero and on which Realized Losses are to be
allocated to such class or classes, the excess, if any, of (i) the amount that
would otherwise be distributable in respect of principal on such Class or
Classes of Certificates on such Distribution Date over (ii) the excess, if any,
of the aggregate Certificate Principal Balance of such class or classes of
Certificates immediately prior to such Distribution Date over the aggregate
amount of Realized Losses to be allocated to such classes of Certificates on
such Distribution Date as reduced by any amount calculated pursuant to Section
4.02(II)(b)(i)(E).
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack;
1. by any government or sovereign power, de jure or
defacto, or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces; or
4. any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
5. insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering,
combating or defending against such an occurrence, seizure or
destruction under quarantine or customs regulations,
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confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
Final Certification: As defined in Section 2.02.
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.
Fitch: Fitch, Inc., or its successor in interest.
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.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Gross Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until
the next Adjustment Date.
Group A-II Certificates: Any of the Class A-II, Class A-III, Class A-IV,
Class A-V, Class A- VI, Class A-VII, Class A-VIII, Class A-IX, Class A-PO, Class
A-IO-1, Class A-IO-2, Class R-II, Class R-III, Class M-II and Class B-II
Certificates.
28
Group A-II Senior Certificates: Any of the Class A-II, Class A-III,
Class A-IV, Class A-V, Class A-VI, Class A-VII, Class A-VIII, Class A-IX, Class
A-PO, Class A-IO-1, Class A-IO-2, Class R-II and Class R-III Certificates.
Group A-II Subordinate Certificates: Any of the Class M-II Certificates
and Class B-II Certificates.
Group A-II Subordinate Percentage: As of any Distribution Date and Loan
Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group
VII, Loan Group VIII and Loan Group IX, 100% minus the related Senior Percentage
as of such Distribution Date.
Group I Basis Risk Shortfall: With respect to the Class A-I Certificates
and Class M-I Certificates and any Distribution Date for which the Pass-Through
Rate for such Certificates is equal to the Group I Net WAC Cap Rate, the excess,
if any, of (x) Accrued Certificate Interest on that Class of Certificates on
such Distribution Date, using the lesser of (a) LIBOR plus the related Margin,
as calculated for such Distribution Date, and (b) the Maximum Group I Rate, over
(y) Accrued Certificate Interest on the Class A-I Certificates or Class M-I
Certificates, as applicable, for such Distribution Date calculated at the Group
I Net WAC Cap Rate.
Group I Basis Risk Shortfall Carry-Forward Amount: With respect to the
Class A-I Certificates and Class M-I Certificates and any Distribution Date, the
sum of (a) the aggregate amount of Group I Basis Risk Shortfall for such Class
on such Distribution Date plus (b) any Group I Basis Risk Shortfall
Carry-Forward Amount for such Class remaining unpaid from the preceding
Distribution Date, plus (c) one month's interest on the amount in clause (b)
(based on the number of days in the preceding Interest Accrual Period), to the
extent previously unreimbursed by Group I Excess Cash Flow pursuant to Section
4.02(I)(a)(xv), at a rate equal to the related Pass-Through Rate.
Group I Cut-off Date Balance: $130,439,401.95.
Group II Cut-off Date Balance: $4,916,166.57.
Group III Cut-off Date Balance: $33,156,505.37.
Group IV Cut-off Date Balance: $54,512,612.05.
Group V Cut-off Date Balance: $35,569,298.31.
Group VI Cut-off Date Balance: $19,619,880.77.
Group VII Cut-off Date Balance: $182,382,131.46.
Group VIII Cut-off Date Balance: $147,935,044.00.
Group IX Cut-off Date Balance: $24,351,609.49.
29
Group I Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1 and Exhibit F-2.
Group II Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-3.
Group III Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-4.
Group IV Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-5.
Group V Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-6.
Group VI Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-7.
Group VII Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-8.
Group VIII Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-9.
Group IX Loan: Each Mortgage Loan designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-10.
Group I Marker Rate: With respect to the Class SB Certificates and any
Distribution Date, a per annum rate equal to two (2) multiplied by the weighted
average of the Pass-Through Rates for each REMIC I Regular Interest (other than
REMIC I Regular Interest AA), with the rates on each such REMIC I Regular
Interest subject to a cap equal to the Pass-Through Rate for the Corresponding
Class for such REMIC I Regular Interest, and the rate on REMIC I Regular
Interest ZZ subject to a cap of zero for purposes of this calculation.
Group I Net WAC Cap Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Net Mortgage Rates (or, if
applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net
Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans
during the related Due Period, weighted on the basis of the respective Stated
Principal Balances thereof for such Distribution Date, multiplied by a fraction
equal to 30 divided by the actual number of days in the related Interest Accrual
Period.
Group I Optional Termination Date: Any Distribution Date and Loan Group
I, on or after which the Stated Principal Balance (before giving effect to
distributions to be made on such Distribution Date) of the Mortgage Loans in
such Loan Group is less than 10.00% of the related Cut- off Date Principal
Balance.
30
Group II Optional Termination Date: Any Distribution Date and Loan Group
II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII,
Loan Group VIII and Loan Group IX, on or after which the aggregate Stated
Principal Balance (before giving effect to distributions to be made on such
Distribution Date) of the Mortgage Loans in such Loan Groups is less than 1.00%
of the aggregate of the Cut-off Date Principal Balances for such Mortgage Loans.
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 III Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group III
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group IV Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group IV Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group V Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group V Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group VI Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group VI Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group VII Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group VII
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group VIII Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group VIII
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group IX Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group IX 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 and Loan Group I, the lesser of (a) the excess of (x) the Available
Distribution Amount for Loan Group I over (y) the Interest Distribution Amount
and (b) the sum of:
31
(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, 4.07 or
4.08 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, other
than Subsequent Recoveries, on the Group I Loans (including, without limitation,
Principal Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the related Prepayment Period to the
extent applied by the Master Servicer as recoveries of principal of the Group I
Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to
have been incurred) on any Group I Loans in the calendar month preceding such
Distribution Date to the extent covered by Excess Cash Flow for such
Distribution Date; and
(v) the amount of any Overcollateralization Increase Amount for such
Distribution Date to the extent covered by Excess Cash Flow;
minus
(vi) the amount of any related Overcollateralization Reduction Amount
for such Distribution Date; and
(vii) the amount of any Capitalization Reimbursement Amount for such
Distribution Date relating to the Group I Loans.
Group I Senior Certificates: Any of the Class A-I-1, Class A-I-2 and
Class R-I Certificates.
Group I Stepdown Date: The Distribution Date which is the later to occur
of (i) the Distribution Date occurring in April 2007 and (ii) the first
Distribution Date on which the aggregate Stated Principal Balance of the Group I
Loans as of the end of the related Due Period is less than one- half of the
Group I Cut-off Date Balance.
Group I Subordination Percentage: With respect to the Class A-I
Certificates, 65.50%; with respect to the Class M-I-1 Certificates, 76.50%; with
respect to the Class M-I-2 Certificates, 82.50%; with respect to the Class M-I-3
Certificates, 86.00%; with respect to the Class M-I-4 Certificates, 89.00%; with
respect to the Class M-I-5 Certificates, 91.00%; with respect to the Class M-I-6
Certificates, 93.50%; with respect to the Class M-I-7 Certificates, 95.50%.
Group II Senior Certificates: Any of the Class A-II Certificates.
Group III Senior Certificates: Any of the Class A-III Certificates.
32
Group IV Senior Certificates: Any of the Class A-IV Certificates.
Group V Senior Certificates: Any of the Class A-V, Class R-II and Class
R-III Certificates.
Group VI Senior Certificates: Any of the Class A-VI Certificates.
Group VII Senior Certificates: Any of the Class A-VII Certificates.
Group VIII Senior Certificates: Any of the Class A-VIII Certificates.
Group IX Senior Certificates: Any of the Class A-IX Certificates.
Group I Trigger Event: A Group I Trigger Event is in effect with respect
to any Distribution Date if either (i) (A) with respect to any Distribution Date
(other than the first Distribution Date), the three-month average (or two
month-average in the case of the second Distribution Date) of the Sixty- Plus
Delinquency Percentage, as determined on such Distribution Date and the
immediately preceding two Distribution Dates (or immediately preceding
Distribution Date in the case of the second Distribution Date), equals or
exceeds 40.00% of the Senior Enhancement Percentage or (B) with respect to the
first Distribution Date, the Sixty-Plus Delinquency Percentage, as determined on
such Distribution Date, equals or exceeds 40.00% of the Group I Senior
Enhancement Percentage or (ii) the aggregate amount of Realized Losses on the
Group I Loans as a percentage of the Group I Cut-off Date Balance exceeds the
applicable amount set forth below:
April 2007 to March 2008.......... 3.00% with
respect to April 2007, plus an additional
1/12th of 1.00% for each month thereafter.
April 2008 to March 2009.......... 4.00% with
respect to April 2008, plus an additional
1/12th of 0.75% for each month thereafter.
April 2009 to March 2010.......... 4.75% with
respect to April 2009, plus an additional
1/12th of 0.25% for each month thereafter.
April 2010 and thereafter......... 5.00%.
Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory", "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O that
are subject to special rules, disclosure requirements and other provisions that
were added to the Federal Truth in Lending Act by the Home Ownership and Equity
Protection Act of 1994.
33
Highest Priority: As of any date of determination and any Loan Group,
the Class of Class M-II Certificates or Class B-II Certificates then outstanding
with the earliest priority for payments pursuant to Section 4.02(II)(a), in the
following order: Class M-II-1, Class M-II-2, Class M-II-3, Class B-II-1, Class
B-II-2 and Class B-II-3 Certificates.
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 Interest Only Certificates and the Class R-I
Certificates), the Certificate Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Notional Amount: With respect to any Class A-IO-1 Certificates
or Subclass thereof issued pursuant to Section 5.01(d), the aggregate Cut-off
Date Principal Balance of the Group II Loans, Group III Loans, Group IV Loans
and Group V Loans corresponding to the Uncertificated Class A-IO-1 REMIC III
Regular Interests represented by such Class or Subclass on such date. With
respect to any Class A-IO-2 Certificates or Subclass thereof issued pursuant to
Section 5.01(d), the aggregate Cut-off Date Principal Balance of the Group VI
Loans, Group VII Loans, Group VIII Loans and Group IX Loans corresponding to the
Uncertificated Class A-IO-2 REMIC III Regular Interests represented by such
Class or Subclass on such date.
Initial Subordinate Class Percentage: With respect to each Class of
Class M-II Certificates or Class B-II Certificates, an amount which is equal to
the initial aggregate Certificate Principal Balance of such Class of Group A-II
Subordinate Certificates divided by the aggregate Stated Principal Balance of
all the Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan Group IX as of
the Cut-off Date as follows:
Class M-II-1: 1.50% Class B-II-1: 0.10%
Class M-II-2: 0.20% Class B-II-2: 0.05%
Class M-II-3: 0.10% Class B-II-3: 0.15%
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, with respect to a Cooperative Loan, the related Cooperative Apartment) or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
34
Interest Accrual Period: With respect to the Class A-I Certificates and
Class M-I Certificates, (i) with respect to the Distribution Date in April 2004,
the period commencing on the Closing Date and ending on the day preceding the
Distribution Date in April 2004, and (ii) with respect to any Distribution Date
after the Distribution Date in April 2004, 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.
With respect to any Group A-II Certificates and Class SB Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Distribution Amount: The sum of the Class A-I, Class M-I-1,
Class M-I-2, Class M-I- 3, Class M-I-4, Class M-I-5, Class M-I-6 and Class M-I-7
Interest Distribution Amounts.
Interest Only Certificate: Any of the Class A-IO-1 Certificates and
Class A-IO-2 Certificates.
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 actually known to a Responsible Officer of the Trustee
to be an Affiliate of any of them.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its
successor.
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 and Subsequent
Recoveries.
Loan Group: With respect to the Class A-I, Class M-I and Class R-I
Certificates and REMIC I Regular Interests AA, X-X-0, X-X-0, X-X-0, X-X-0,
X-X-0, X-X-0, X-X-0, M-I-6 and M-I-7, the Group I Loans; with respect to the
Class A-II Certificates and REMIC II Regular Interests II-A and II-ZZZ, the
Group II Loans; with respect to the Class A-III Certificates and REMIC II
Regular Interests III-A
35
and III-ZZZ, the Group III Loans; with respect to the Class A-IV Certificates
and REMIC II Regular Interests IV-A and IV-ZZZ, the Group IV Loans; with respect
to the Class A-V, Class R-II and Class R-III Certificates and REMIC II Regular
Interests V-A, V-PO and V-ZZZ, the Group V Loans; with respect to the Class A-VI
Certificates and REMIC II Regular Interests VI-A and IV-ZZZ, the Group VI Loans;
with respect to the Class A-VII Certificates and REMIC II Regular Interests
VII-A and VII- ZZZ, the Group VII Loans; with respect to the Class A-VIII
Certificates and REMIC II Regular Interests VIII-A and VIII-ZZZ, the Group VIII
Loans; with respect to the Class A-IX Certificates and REMIC II Regular
Interests IX-A, IX-PO and IX-ZZZ, the Group IX Loans; with respect to the Class
A-IO-1 Certificates, the Group II Loan, Group III Loans, Groups IV Loans and
Group V Loans; with respect to the Class A-IO-2 Certificates, the Group VI
Loans, Group VII Loans, Group VIII and Group IX Loans; with respect to the Class
A-PO Certificates, the Group V Loans and Group IX Loans; with respect to the
Class M-II Certificates and Class B-II Certificates, the Group II Loans, Group
III Loans, Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans, Group
VIII Loans and Group IX Loans.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of Class
M-II Certificates or Class B-II Certificates, any other Class of Class M-II
Certificates or Class B-II Certificates then outstanding with a later priority
for payments pursuant to Section 4.02(II)(a).
Lowest Priority: As of any date of determination, the Class of Class
M-II Certificates or Class B-II Certificates then outstanding with the latest
priority for payments pursuant to Section 4.02(II)(a), in the following order:
Class B-II-3, Class B-II-2, Class B-II-1, Class M-II-3, Class M-II-2 and Class
M-II-1 Certificates.
Margin: With respect to the Class A-I Certificates and Class M-I
Certificates, the applicable Class A-I Margin or Class M-I Margin.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II
and REMIC III, 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 the date set forth
in the Preliminary Statement.
Maximum Group I Rate: With respect to the Class A-I Certificates and
Class M-I Certificates and any Interest Accrual Period, 14.00% per annum.
Maximum Mortgage Rate: As to any adjustable rate Group I 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.
36
Maximum Net Mortgage Rate: As to any Group I Loan and any date of
determination, the Maximum Mortgage Rate minus the sum of (i) the Subservicing
Fee Rate 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 Group I Loan, the
greater of (i) the Note Margin and (ii) the rate indicated in Exhibit F-2 hereto
as the "NOTE FLOOR", which rate may be applicable to such adjustable rate
Mortgage Loan at any time during the life of such adjustable rate Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate, 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
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first or junior lien on an estate in fee simple interest
in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
37
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1, Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5, Exhibit F-6,
Exhibit F-7, Exhibit F-8, Exhibit F-9 and Exhibit F-10 (as amended from time to
time to reflect the addition of Qualified Substitute Mortgage Loans), which
lists shall set forth at a minimum the following information as to each Mortgage
Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE", or "MATURITY
DT" for Mortgage Loans and if such Mortgage Loan is a Balloon Loan, the
amortization thereof;
(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE")
(v) the Mortgage Rate as of the Cut-off Date for an adjustable rate
Mortgage Loan ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest
as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I" for the
adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence (the
absence of any such code means the Mortgage Loan is secured by a primary
residence); and
(xi) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the absence
of any such code means the Mortgage Loan is secured by an owner occupied
residence).
(xii) the Maximum Mortgage Rate for the adjustable rate Mortgage Loans
("NOTE CEILING");
(xiii) the Maximum Net Mortgage Rate for the adjustable rate Mortgage
Loans ("NET CEILING");
(xiv) the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the adjustable
rate Mortgage Loans ("NXT INT CHG DT");
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(xvi) the Periodic Cap for the adjustable rate Mortgage Loans ("PERIODIC
DECR" or "PERIODIC INCR"); and
(xvii) the rounding of the semi-annual or annual adjustment to the
Mortgage Rate with respect to the adjustable rate Mortgage Loans ("NOTE
METHOD").
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on Exhibit F-1, F-2, F-3, F-4 F-5, F-6,
F-7, F-8, F-9 or F-10 hereto, except in the case of the adjustable rate Mortgage
Loans indicated by an "X" on Exhibit F-2 hereto under the heading "NOTE
METHOD"), of the related Index plus the Note Margin, in each case subject to the
applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of such date minus the sum of (i) the related Servicing Fee Rate and
(ii) the related Subservicing Fee Rate.
Non-Discount Mortgage Loan: Any Mortgage Loan in Loan Group V and Loan
Group IX that is not a Discount Mortgage Loan from such Loan Group and any
Mortgage Loan in Loan Group II, Loan Group III, Loan Group IV, Loan Group VI,
Loan Group VII and Loan Group VIII.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
39
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer or Subservicer 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 or Subservicer 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 Group I Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-1
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: As of any Distribution Date, with respect to any Class
A-IO-1 Certificates or Subclass thereof issued pursuant to Section 5.01(d), the
aggregate Stated Principal Balance of the Group II Loans, Group III Loans, Group
IV Loans and Group V Loans corresponding to the Uncertificated Class A-IO-1
REMIC III Regular Interests represented by such Class or Subclass as of the day
immediately preceding such Distribution Date (or, with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). As of any
Distribution Date, with respect to any Class A-IO-2 Certificates or Subclass
thereof issued pursuant to Section 5.01(d), the aggregate Stated Principal
Balance of the Group VI Loans, Group VII Loans, Group VIII Loans and Group IX
Loans corresponding to the Uncertificated Class A-IO-2 REMIC III Regular
Interests represented by such
40
Class or Subclass as of the day immediately preceding such Distribution Date
(or, with respect to the initial Distribution Date, at the close of business on
the Cut-off Date).
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary 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 or REMIC III 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, 4.07 or 4.08.
Overcollateralization Amount: With respect to any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balance of the Group I
Loans before giving effect to distributions of principal to be made on such
Distribution Date over (b) the aggregate Certificate Principal Balance of the
Class A-I Certificates and Class M-I Certificates as of such date, before taking
into account distributions of principal to be made on such Distribution Date.
Overcollateralization Increase Amount: With respect to any Distribution
Date, an amount equal to the lesser of (i) the Excess Cash Flow for such
Distribution Date available to make payments pursuant to Section
4.02(I)(a)(xii), and (ii) the excess, if any, of (x) the Required
Overcollateralization Amount for such Distribution Date over (y) the
Overcollateralization Amount for such Distribution Date.
Overcollateralization Floor: As to Loan Group I, an amount equal to
0.50% of the Group I Cut-off Date Balance.
Overcollateralization Reduction Amount: With respect to any Distribution
Date for which the Excess Overcollateralization Amount is, or would be, after
taking into account all other distributions to be made on such Distribution
Date, greater than zero, an amount equal to the lesser of (i) the Excess
Overcollateralization Amount for such Distribution Date and (ii) the Principal
Remittance Amount for such Distribution Date.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I Certificates and each
Interest Accrual Period, a per annum rate equal to the least of (i) LIBOR plus
the related Class A-I Margin, (ii) the
41
Maximum Group I Rate and (iii) the Group I Net WAC Cap Rate. With respect to the
Class M-I Certificates and each Interest Accrual Period, a per annum rate equal
to the least of (i) LIBOR plus the related Class M-I Margin, (ii) the Maximum
Group I Rate and (iii) the Group I Net WAC Cap Rate. The Class R-I Certificates
shall have a pass-through rate equal to 0.00%. For federal income tax purposes,
however, the amount determined under each clause (iii) in this paragraph shall
be the equivalent of the foregoing, expressed as the weighted average of the
REMIC I Pass-Through Rates for REMIC I Regular Interests, weighted on the basis
of the Uncertificated Principal Balance thereof for such Distribution Date,
multiplied by a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days in the related Interest Accrual Period.
With respect to the Class A-II, Class A-III, Class A-IV, Class A-V,
Class A-VI, Class A-VII, Class A-VIII, Class A-IX, Class R-II and Class R-III
Certificates and any Distribution Date, the per annum rates set forth in the
Preliminary Statement hereto. With respect to the Class A-PO Certificates, a per
annum rate of 0.00%; such Certificates are not entitled to Accrued Certificate
Interest. With respect to the Class A-IO-1 Certificates or any Subclass thereof
issued pursuant to Section 5.01(d) and any Distribution Date, the weighted
average of the Pool Strip Rates of each Mortgage Loan in Loan Group II, Loan
Group III, Loan Group IV and Loan Group V (other than any Discount Mortgage
Loans in Loan Group V) corresponding to the Uncertificated Class A-IO-1 REMIC
III Regular Interests represented by such Class or Subclass on such date. With
respect to the Class A-IO-2 Certificates or any Subclass thereof issued pursuant
to Section 5.01(d) and any Distribution Date, the weighted average of the Pool
Strip Rates of each Mortgage Loan in Loan Group VI, Loan Group VII, Loan Group
VIII and Loan Group IX (other than any Discount Mortgage Loans in Loan Group IX)
corresponding to the Uncertificated Class A-IO-2 REMIC III Regular Interests
represented by such Class or Subclass on such date. With respect to the Class
M-II Certificates and Class B-II Certificates and any Distribution Date, the
weighted average of the Pass-Through Rates of the Class A-II, Class A-III, Class
A-IV, Class A-V, Class A-VI, Class A-VII, Class A-VIII and Class A-IX
Certificates, weighted in proportion to the results of subtracting from each
related Loan Group (other than the portion attributable to the Class A-PO
Certificates), the aggregate Certificate Principal Balance of the related Senior
Certificates (other than the Class A-PO Certificates).
With respect to the Class SB Certificates, a per annum rate equal to the
percentage equivalent of a fraction (x) the numerator of which is the sum, for
each REMIC I Regular Interest, of the excess of the REMIC I Pass-Through Rate
for such REMIC I Regular Interest over the Group I Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of such REMIC I
Regular Interest and (y) the denominator of which is the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests.
Paying Agent: Deutsche Bank Trust Company Americas or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class
R 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 or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in
42
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Periodic Cap: With respect to each adjustable rate Group I Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by 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
43
(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 Xxxxx'x, 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 Xxxxx'x and
F-1 in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of
money remitted to Combined Collateral LLC, at the direction of or for the
benefit of the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description pledged by Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any
related collateral, or such other collateral as may be set forth in the Series
Supplement.
Pool Strip Rate: With respect to each Mortgage Loan in Loan Group II, a
per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage
Loan over (b) 8.50% per annum. With respect to each Mortgage Loan in Loan Group
III, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such
Mortgage Loan over (b) 7.00% per annum. With respect to each Mortgage Loan in
Loan Group IV, a per annum rate equal to the excess of (a) the Net Mortgage Rate
of such Mortgage Loan over (b) 6.50% per annum. With respect to each Mortgage
Loan in Loan Group V (other than any Discount Mortgage Loans in Loan Group V), a
per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage
Loan over (b) 6.00% per annum. With respect to each Mortgage Loan in Loan Group
VI, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such
Mortgage Loan over (b) 8.50% per annum. With respect to each Mortgage Loan in
Loan Group VII, a per annum rate equal to the excess of (a) the Net Mortgage
Rate of such
44
Mortgage Loan over (b) 7.00% per annum. With respect to each Mortgage Loan in
Loan Group VIII, a per annum rate equal to the excess of (a) the Net Mortgage
Rate of such Mortgage Loan over (b) 6.50% per annum. With respect to each
Mortgage Loan in Loan Group IX (other than any Discount Mortgage Loans in Loan
Group IX), a per annum rate equal to the excess of (a) the Net Mortgage Rate of
such Mortgage Loan over (b) 6.00% per annum.
Prepayment Assumption: With respect to the Class A, Class M and Class B
Certificates, the prepayment assumption to be used for determining the accrual
of original issue discount and premium and market discount on such Certificates
for federal income tax purposes, which assumes a constant prepayment rate of 25%
CPR with respect to the Group I Loans, 55% CPR with respect to the Group II
Loans, 50% CPR with respect to the Group III Loans, 45% CPR with respect to the
Group IV Loans, 40% CPR with respect to the Group V Loans, 55% CPR with respect
to the Group VI Loans, 50% CPR with respect to the Group VII Loans, 45% CPR with
respect to the Group VIII Loans and 40% CPR with respect to the Group IX Loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Group A-II Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date for which the related Senior
Accelerated Distribution Percentage is equal to 100%, 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Group A-II Subordinate Certificates
are outstanding:
(a) in the case of the Class of Group A-II Subordinate
Certificates then outstanding with the Highest Priority and each
other Class of Group A-II Subordinate Certificates for which the
related Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately prior
to such date and the denominator of which is the sum of the
Certificate Principal Balances immediately prior to such date of
(1) the Class of Group A-II Subordinate Certificates then
outstanding with the Highest Priority and (2) all other Classes
of Group A-II Subordinate Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Group A-II
Subordinate Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Agreement (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would result
in a distribution in respect of principal of any Class or Classes of
Group A-II Subordinate Certificates in an amount greater than the
remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the
45
Prepayment Distribution Percentage of each other Class of Group A-II
Subordinate Certificates (any such Class, a "Non-Maturing Class") shall
be recalculated in accordance with the provisions in paragraph (ii)
above, as if the Certificate Principal Balance of each Maturing Class
had been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the reductions in
the Prepayment Distribution Percentages of the related Maturing Class or
Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the related Non-Maturing
Classes in proportion to their respective Recalculated Percentages (the
portion of such aggregate reduction so allocated to any Non-Maturing
Class, the "Adjustment Percentage"); and (d) for purposes of such
Distribution Date, the Prepayment Distribution Percentage of each
related Non-Maturing Class shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated in accordance
with the provisions in paragraph (ii) above as if the Certificate
Principal Balance of each related Maturing Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Group A-II Subordinate Certificates (other than the Class
M-II-1 Certificates), a test that shall be satisfied if the fraction (expressed
as a percentage) equal to the sum of the Certificate Principal Balances of such
Class and each Class of Group A-II Subordinate Certificates with a Lower
Priority than such Class immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the related Mortgage Loans (or
related REO Properties) immediately prior to such Distribution Date is greater
than or equal to the sum of the related Initial Subordinate Class Percentages of
such Classes of Group A-II Subordinate Certificates.
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 in the case of a Group I Loan, and a Principal Prepayment in Full during
the portion of the related Prepayment Period that falls during the prior
calendar month in the case of a Group II Loan, Group III Loan, Group IV Loan,
Group V Loan, Group VI Loan, Group VII Loan, Group VIII Loan or Group IX Loan,
an amount equal to the excess of one month's interest at the 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 Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
a Modified Mortgage Loan)) paid by the Mortgagor for such month 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 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 and Principal Prepayment
in Full on any Mortgage Loan in Loan Group I, the calendar month preceding the
month of distribution. As to any Distribution Date and Principal Prepayment in
Full on any Mortgage Loan in Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI, Loan Group VII, Loan Group VIII or Loan Group IX, the
period commencing on the 16th day of the month prior to the month prior to the
month in which such Distribution Date occurs and ending on the 15th day of the
month in which such Distribution Date occurs.
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Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F-1, F-2, F-3, F-4 F-5, F-6, F-7, F-8, F-9 or
F-10 with the exception of either code "23" or "96" under the column "MI CO
CODE".
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 such Distribution Date.
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 of the entire
principal balance of a Mortgage Loan that is made by the Mortgagor.
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, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances or (b) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances on such Mortgage Loan
(or REO Property) and (2) the fair market value 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, but not including,
the first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance 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
47
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.
Notwithstanding any other provisions herein, (x) with respect to any
Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which
was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be
deemed to be a Discount Mortgage Loan and to have a Discount Fraction equal to
the Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Interest Only Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R-III Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Standard & Poor's, Xxxxx'x and Fitch. 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.
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Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) from the Due
Date as to which interest was last paid or advanced to Certificateholders up to
the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan) and to principal of the Mortgage Loan, net of the
portion thereof reimbursable to the Master Servicer or any Subservicer with
respect to related Advances, Servicing Advances or other 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) (1) the amount by which
the interest portion of a Monthly Payment or the principal balance of such
Mortgage Loan was reduced or (2) the sum of any other amounts owing under the
Mortgage Loan that were forgiven and that constitute Servicing Advances that are
reimbursable to the Master Servicer or a Subservicer, 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.
To the extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage Loan will be reduced to the extent such recoveries are applied to
reduce the Certificate Principal Balance of any Class of Certificates on any
Distribution Date.
Record Date: With respect to each Distribution Date and each Class of
Certificates (other than the Class A-I Certificates and Class M-I Certificates
which are Book-Entry Certificates), the close of business on the last Business
Day of the month next preceding the month in which the related Distribution Date
occurs. With respect to each Distribution Date and the Class A-I Certificates
and Class M-I Certificates which are Book-Entry Certificates, the close of
business on the Business Day prior to such Distribution Date.
Regular Certificates: The Class A Certificates, Class M Certificates, Class
B-II Certificates and Class SB Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Servicemembers Civil Relief Act.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or regulations.
49
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, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of: (i)
the Mortgage Loans in Group I Loans and the related Mortgage Files; (ii) all
payments on and collections in respect of such Mortgage Loans due after the
Cut-off Date as shall be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to the Trust Fund I, including
the proceeds from the liquidation of Pledged Assets for any Pledged Asset Loan;
(iii) property which secured a Group I Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy pertaining to
the Group I Loans, if any, and the Pledged Assets with respect to each Pledged
Asset Loan; and (v) all proceeds of clauses (i) through (iv) above.
REMIC 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 I Regular Interests then
outstanding and (ii) the REMIC I Pass-Through Rate for REMIC I Regular Interest
AA minus the Group I Marker Rate, divided by (b) 12.
REMIC I Overcollateralized Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC I Regular Interests minus (ii) the aggregate Uncertificated Principal
Balances of the REMIC I Regular Interests (other than REMIC I Regular Interests
AA and ZZ), in each case as of such date of determination.
REMIC I Pass-Through 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 using the Net
Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans
during the related Due Period, weighted on the basis of the respective Stated
Principal Balances thereof for such Distribution Date.
REMIC 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 I Regular Interests X-X-0, X-X-0, X-X-0, X-X-0,
X-X-0, X-X-0, X-X-0, M-I-6 and M-I-7 and the denominator of which is the sum of
the Uncertificated Principal Balances of REMIC I Regular Interests X-X-0, X-X-0,
X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, M-I-7 and ZZ.
50
REMIC I Required Overcollateralization Amount: 1% of the Required
Overcollateralization Amount.
REMIC I Regular Interests: REMIC I Regular Interest AA, REMIC I Regular
Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular Interest M-I-1,
REMIC I Regular Interest M-I-2, REMIC I Regular Interest M-I-3, REMIC I Regular
Interest M-I-4, REMIC I Regular Interest M-I-5, REMIC I Regular Interest M-I-6,
REMIC I Regular Interest M-I-7 and REMIC I Regular Interest ZZ.
REMIC I Regular Interest AA: 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
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest A-I-1: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest A-I-2: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest M-I-1: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest M-I-2: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest M-I-3: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest M-I-4: 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
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest M-I-5: 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,
51
that bears interest at the related REMIC I Pass-Through Rate, and that has such
other terms as are described herein.
REMIC I Regular Interest M-I-6: 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
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest M-I-7: 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
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest ZZ: 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
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest ZZ Maximum Interest Deferral Amount: With
respect to any Distribution Date, the excess of (i) Uncertificated Accrued
Interest calculated with the REMIC I Pass- Through Rate for REMIC I Regular
Interest ZZ and an Uncertificated Principal Balance equal to the excess of (x)
the Uncertificated Principal Balance of REMIC I Regular Interest ZZ over (y) the
REMIC I Overcollateralized Amount, in each case for such Distribution Date, over
(ii) the sum of Uncertificated Accrued Interest on REMIC I Regular Interests
A-I-1, A-I-2, and M-I-1 through M-I-7, with the rate on each such REMIC I
Regular Interest subject to a cap equal to the Pass-Through Rate for the
Corresponding Class for the purpose of this calculation.
REMIC II: 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 (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of: (i)
the Mortgage Loans in Loan Group II, Loan Group III, Loan Group IV, Loan Group
V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan Group IX and the
related Mortgage Files; (ii) all payments on and collections in respect of such
Mortgage Loans due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as belonging to
the Trust Fund II, including the proceeds from the liquidation of Pledged Assets
for any Pledged Asset Loan; (iii) property which secured a Mortgage Loan in Loan
Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group
VII, Loan Group VIII and Loan Group IX and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy pertaining to
the Mortgage Loans, if any, and the Pledged Assets with respect to each Pledged
Asset Loan; and (v) all proceeds of clauses (i) through (iv) above.
REMIC II Pass-Through Rate: With respect to REMIC II Regular Interest
II-A and II-ZZZ, 8.50%; with respect to REMIC II Regular Interest III-A and
III-ZZZ, 7.00%; with respect to REMIC II Regular Interest IV-A and IV-ZZZ,
6.50%; with respect to REMIC II Regular Interest V-A and V- ZZZ, 6.00%; with
respect to REMIC II Regular Interest VI-A and VI-ZZZ, 8.50%; with respect to
52
REMIC II Regular Interest VII-A and VII-ZZZ, 7.00%; with respect to REMIC II
Regular Interest VIII-A and VIII-ZZZ, 6.50%; with respect to REMIC II Regular
Interest IX-A and IX-ZZZ, 6.00%; with respect to REMIC II Regular Interest V-PO
and IX-PO, 0.000%; with respect to each Uncertificated REMIC II A-IO-1 Regular
Interest, the Pool Strip Rate for the related Mortgage Loan in Loan Group II,
Loan Group III, Loan Group IV or Loan Group V (other than any Discount Mortgage
Loans in Loan Group V); and with respect to each Uncertificated REMIC II A-IO-2
Regular Interest, the Pool Strip Rate for the related Mortgage Loan in Loan
Group VI, Loan Group VII, Loan Group VIII or Loan Group IX (other than any
Discount Mortgage Loans in Loan Group IX).
REMIC II Regular Interests: REMIC II Regular Interest II-A, REMIC II
Regular Interest II- ZZZ, REMIC II Regular Interest III-A, REMIC II Regular
Interest III-ZZZ, REMIC II Regular Interest IV-A, REMIC II Regular Interest
IV-ZZZ, REMIC II Regular Interest V-A, REMIC II Regular Interest V-ZZZ, REMIC II
Regular Interest V-PO, REMIC II Regular Interest VI-A, REMIC II Regular Interest
VI-ZZZ, REMIC II Regular Interest VII-A, REMIC II Regular Interest VII-ZZZ,
REMIC II Regular Interest VIII-A, REMIC II Regular Interest VIII-ZZZ, REMIC II
Regular Interest IX-A, REMIC II Regular Interest IX-ZZZ, REMIC II Regular
Interest IX-PO, each Uncertificated REMIC II A-IO-1 Regular Interest and each
Uncertificated REMIC II A-IO-2 Regular Interest.
REMIC II Regular Interest II-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest II-ZZZ: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest III-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest III-ZZZ: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest IV-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest IV-ZZZ: 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,
53
that bears interest at the related REMIC II Pass-Through Rate, and that has such
other terms as are described herein.
REMIC II Regular Interest V-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest V-ZZZ: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest V-PO: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest VI-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest VI-ZZZ: 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
REMIC I Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest VII-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest VII-ZZZ: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest VIII-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest VIII-ZZZ: 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
54
Balance, that bears interest at the related REMIC II Pass-Through Rate, and that
has such other terms as are described herein.
REMIC II Regular Interest IX-A: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest IX-ZZZ: 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest IX-PO : 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
REMIC II Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Subordinated Balance Ratio: The ratio among the Uncertificated
Principal Balances of each REMIC II Regular Interest ending with the designation
"A", equal to the ratio among, with respect to each such REMIC II Regular
Interest, the excess of (x) the aggregate Stated Principal Balance of the
Mortgage Loans in the related loan group over (y) the current Certificate
Principal Balance of related Class A Certificates (including, in the case of
REMIC II Regular Interests V-A and IX-A, the related portion of the Class A-PO
Certificates).
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) on the unpaid principal balance of the Mortgage Loan as of the date
of acquisition thereof for such period.
55
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
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.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been
subject to an interest rate reduction, (ii) has been subject to a term extension
or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan; provided, however,
that a Mortgage Loan modified in accordance with clause (i) above for a
temporary period shall not be a Reportable Modified Mortgage Loan if such
Mortgage Loan has not been delinquent in payments of principal and interest for
six months since the date of such modification if that interest rate reduction
is not made permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
Repurchase Price: With respect to any Deleted Mortgage Loan to be
replaced by the substitution of one or more Qualified Substitute Mortgage Loans
pursuant to Section 2.03, an amount, calculated by the Master Servicer equal
to:(a) the unpaid principal balance of such Mortgage Loan (or, in the case of
any REO Property, the related Mortgage Loan) (after application of all principal
payments (including prepayments) collected and other principal amounts recovered
on such Mortgage Loan) as of the date of receipt of the Repurchase Price or the
date of substitution, as the case may be, hereunder; plus(b) unpaid interest
accrued on such Mortgage Loan or Mortgage Loan related to an REO Property, as
applicable, at the related Mortgage Rate (after application of all interest
payments collected and other amounts recovered (and applied to accrued interest)
on such Mortgage Loan) to, but not including, the Due Date in the Due Period
during which the applicable purchase or substitution occurs; plus(c) any
unreimbursed Servicing Advances, all accrued and unpaid interest on Advances,
any unpaid servicing compensation (other than Master Servicer fees), and any
unpaid or unreimbursed expenses of the Trust Fund allocable to such Mortgage
Loan or Mortgage Loan related to an REO Property, as applicable, as of the date
of receipt of such Repurchase Price or the date of substitution, as the case may
be, hereunder; plus(d) in the event that such Mortgage Loan or Mortgage Loan
related to an REO Property, as applicable, is required to be repurchased or
replaced pursuant to Section 2.03, expenses reasonably incurred or to be
incurred by the Master Servicer or the Trustee in respect of the breach or
defect giving rise to the repurchase or replacement obligation, including any
expenses arising out of the enforcement of the repurchase or replacement
obligation.
Request for Release: A request for release, the forms of which are
attached as Exhibit G hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
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Required Overcollateralization Amount: As of any Distribution Date, (a)
if such Distribution Date is prior to the Group I Stepdown Date, 2.25% of the
Group I Cut-off Date Balance, or (b) if such Distribution Date is on or after
the Group I Stepdown Date, the greater of (i) 4.50% of the then current
aggregate Stated Principal Balance of the Group I Loans as of the end of the
related Due Period and (ii) the related Overcollateralization Floor. The
Required Overcollateralization Amount may be reduced from time to time with
notification to each of the Rating Agencies and without the consent of the
Certificateholders.
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 Certificates and which is established and
maintained pursuant to Section 4.09.
Reserve Fund Deposit: With respect to the Reserve Fund, an amount equal
to $5,000, which the Trustee shall deposit into the Reserve Fund upon its
receipt from the Depositor pursuant to Section 4.09 hereof.
Reserve Fund Residual Right: The right to distributions from the Reserve
Fund as described in Section 4.09 hereof.
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 and with direct responsibility for the administration of
this Agreement.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as Exhibit P
hereof.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Senior Accelerated Distribution Percentage: With respect to Loan Group
II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII,
Loan Group VIII and Loan Group IX and any Distribution Date occurring during the
first five years after the Closing Date, 100%. With respect to any Distribution
Date thereafter and each Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan Group IX, as
follows:
(i) for any Distribution Date during the sixth year after the Closing
Date, the related Senior Percentage for such Distribution Date
plus 70% of the related Group A-II Subordinate Percentage for
such Distribution Date;
57
(ii) for any Distribution Date during the seventh year after the
Closing Date, the related Senior Percentage for such Distribution
Date plus 60% of the related Group A-II Subordinate Percentage
for such Distribution Date;
(iii) for any Distribution Date during the eighth year after the
Closing Date, the related Senior Percentage for such Distribution
Date plus 40% of the related Group A-II Subordinate Percentage
for such Distribution Date;
(iv) for any Distribution Date during the ninth year after the Closing
Date, the related Senior Percentage for such Distribution Date
plus 20% of the related Group A-II Subordinate Percentage for
such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior
Percentage for such Distribution Date;
provided, however,
(i) that any scheduled reduction to the related Senior Accelerated
Distribution Percentage described above shall not occur as of any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
in all of the related Loan Groups delinquent 60 days or more averaged
over the last six months, as a percentage of the aggregate outstanding
Certificate Principal Balance of the Group A-II Subordinate
Certificates, is less than 50% or (Y) the outstanding principal balance
of the Mortgage Loans in all of the related Loan Groups delinquent 60
days or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all such Mortgage Loans
averaged over the last six months, does not exceed 2% and (2) Realized
Losses on the related Mortgage Loans to date for such Distribution Date
if occurring during the sixth, seventh, eighth, ninth or tenth year (or
any year thereafter) after the Closing Date are less than 30%, 35%, 40%,
45% or 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Group A-II Subordinate Certificates or
(b)(1) the outstanding principal balance of the Mortgage Loans in
all of the related Loan Groups delinquent 60 days or more averaged over
the last six months, as a percentage of the aggregate outstanding
principal balance of all such Mortgage Loans averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans
in all of the related Loan Groups to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any
year thereafter) after the Closing Date are less than 10%, 15%, 20%, 25%
or 30%, respectively, of the sum of the Initial Certificate Principal
Balances of the Group A-II Subordinate Certificates, and
(ii) that for any Distribution Date on which the weighted average of
the Senior Percentages for each related Loan Group, weighted on
the basis of the Stated Principal Balances of the Mortgage Loans
in the related Loan Group, exceeds the weighted average of the
initial Senior Percentages (calculated on such basis) for each
such Loan
58
Group, each of the Senior Accelerated Distribution Percentages
for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-PO
Certificates) to zero, the related Senior Accelerated Distribution Percentage
shall thereafter be 0%.
Senior Certificates: Any of the Group I Senior Certificates, the Group
II Senior Certificates, Group III Senior Certificates, the Group IV Senior
Certificates Group V Senior Certificates, the Group VI Senior Certificates, the
Group VII Senior Certificates, the Group VIII Senior Certificates or the Group
IX Senior Certificates as the context requires.
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, Class M-I-4, Class M-I-5,
Class M-I-6 and Cass M-I-7 Certificates and (ii) the Overcollateralization
Amount, in each case prior to the distribution of the Group I Principal
Distribution Amount on such Distribution Date, by (y) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to distributions to
be made on such Distribution Date.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of (a) the Class A-II Certificates, (b) the Class
A-III Certificates, (c) the Class A-IV Certificates,(d) the Class A-V
Certificates, (e) the Class A-VI Certificates, (f) the Class A-VII Certificates,
(g) the Class A-VIII Certificates or (h) the Class A-IX Certificates, in each
case immediately prior to such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than the related Discount Fraction of the Stated
Principal Balance of each related Discount Mortgage Loan) in the related Loan
Group immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the related Available Distribution Amount remaining
after the distribution of all amounts required to be distributed pursuant to
Section 4.02(II)(a)(i) and Section 4.02(II)(a)(ii)(X) of this Agreement, and (b)
the sum of the amounts required to be distributed to the related Senior
Certificateholders on such Distribution Date pursuant to Section
4.02(II)(a)(ii)(Y) of this Agreement.
Servicing Accounts: The account or accounts created and maintained
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS System, (iii) the management and
liquidation of any REO Property, (iv) any mitigation procedures implemented in
accordance with Section 3.07 and (v) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
59
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The sum of the per annum rates designated on the
Mortgage Loan Schedule as the "MSTR SERV FEE" 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, any extension of the final
maturity date of a Mortgage Loan, and any increase to the Stated Principal
Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid
principal and interest and other amounts owing under the Mortgage Loan, in each
case pursuant to a modification of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable 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.
Sixty-Plus Delinquency Percentage: With respect to any Distribution
Date, the fraction, expressed as a percentage, equal to (x) the aggregate Stated
Principal Balance of the Group I Loans that are 60 or more days delinquent in
payment of principal and interest for such Distribution Date, including Group I
Loans in foreclosure and REO Properties, over (y) the aggregate Stated Principal
Balance of all of the Group I Loans immediately preceding such Distribution
Date.
Special Hazard Amount: As of any Distribution Date and Loan Group I, an
amount equal to $1,837,743 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated to the related Mortgage Loans through Subordination in
accordance with Section 4.05 plus any Excess Special Hazard Losses on the
non-related Mortgage Loans allocated to the related group as set forth in
Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cut-off Date, the "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 Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
Loan Group I 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 related Mortgage
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 related Mortgage Loans in any single five-digit
California zip code area with the largest amount of related Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the greater of
60
(i) the product of 0.50% multiplied by the outstanding principal balance of all
Mortgage Loans in such Loan Group 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 related Mortgage 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 related Mortgage Loans, expressed as a percentage, and the
denominator of which is equal to 15.99% (which percentage is equal to the
percentage of Mortgage Loans in such Loan Group 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 Mortgage Loan in such Loan Group secured by a Mortgaged
Property located in the State of California. The Special Hazard Amount for such
Loan Group may be further reduced by the Master Servicer (including accelerating
the manner in which coverage is reduced) provided that prior to any such
reduction, the Master Servicer shall obtain the written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-I Certificates and Class M-I Certificates 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 of any Distribution Date and Loan Group II, Loan Group III, Loan
Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan
Group IX collectively, an amount equal to $5,042,432 minus the sum of (i) the
aggregate amount of Special Hazard Losses allocated to the related Mortgage
Loans through Subordination in accordance with Section 4.05 plus any Excess
Special Hazard Losses on the non-related Mortgage Loans allocated to the related
groups as set forth in Section 4.05 and (ii) the Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut-off Date,
the "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 Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding principal balance
of the Mortgage Loan in the related Loan Groups 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 Mortgage Loans in such Loan Groups on the Distribution Date
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of the
Mortgage Loans in such Loan Groups in any single five-digit California zip code
area with the largest amount of Mortgage Loans in such Loan Groups 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 Mortgage Loans
in such Loan Groups 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 Mortgage Loans in such Loan Groups 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 such Mortgage Loans, expressed as a percentage, and the
denominator of which is equal to 37.08% (which percentage is equal to the
percentage of Mortgage Loans in such Loan Groups 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 Mortgage Loan in such Loan Groups secured by a Mortgaged
Property located in the State of California. The Special Hazard Amount for such
Loan Groups may be further reduced by the Master
61
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain the
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Group A-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.
Special Hazard Loss: Any Realized Loss not in excess of the lesser of
the cost of repair or the cost of replacement of a Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) suffered by
such Mortgaged Property (or Cooperative Apartment) on account of direct physical
loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss, as applicable.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., 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 sum of (a) Cut-off Date Principal
Balance of the Mortgage Loan, plus (b) any amount by which the Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification, minus (ii) the sum of (x) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period commencing on the first Due Period after the Cut-Off Date and ending with
the Due Period related to the most recent Distribution Date which were received
or with respect to which an Advance was made, (y) 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 (z) any
Realized Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subclass: With respect to the Class A-IO-1 Certificates, any Subclass
thereof issued pursuant to Section 5.01(d). Any such Subclass will represent the
Uncertificated Class A-IO-1 REMIC III Regular Interest or Interests specified by
the initial Holder of the Class A-IO-1 Certificates pursuant to Section 5.01(d).
With respect to the Class A-IO-2 Certificates, any Subclass thereof issued
pursuant to Section 5.01(d). Any such Subclass will represent the Uncertificated
Class A-IO-2 REMIC III Regular Interest or Interests specified by the initial
Holder of the Class A-IO-2 Certificates pursuant to Section 5.01(d).
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subordinate Class Percentage: With respect to any Distribution Date and any
Class of Group A-II Subordinate Certificates, a fraction, expressed as a
percentage, the numerator of which is the
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aggregate Certificate Principal Balance of such Class of Group A-II Subordinate
Certificates immediately prior to such Distribution Date and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans in
Loan Group II, Loan Group III, Loan Group IV, Loan Group V, Loan Group VI, Loan
Group VII, Loan Group VIII and Loan Group IX (or related REO Properties) (other
than the related Discount Fraction of the Stated Principal Balance of each
Discount Mortgage Loan) immediately prior to such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Group A-II Subordinate Certificates, (a) the
sum of (i) the product of (x) the related Subordinate Class Percentage for such
Class and (y) the aggregate of the amounts calculated for such Distribution Date
under clauses (1), (2) and (3) of Section 4.02(II)(a)(ii)(Y)(A) of this
Agreement (without giving effect to the related Senior Percentage), to the
extent not payable to the related Senior Certificates; (ii) such Class's pro
rata share, based on the Certificate Principal Balance of each Class of Group
A-II Subordinate Certificates then outstanding, of the principal collections
described in Section 4.02(II)(a)(ii)(Y)(B)(b) of this Agreement (without giving
effect to the related Senior Accelerated Distribution Percentage) to the extent
such collections are not otherwise distributed to the related Senior
Certificates; (iii) the product of (x) the related Prepayment Distribution
Percentage and (y) the aggregate of all Principal Prepayments in Full received
in the related Prepayment Period and Curtailments received in the preceding
calendar month (other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments with respect to a Discount Mortgage Loan)
to the extent not payable to the related Senior Certificates; (iv) if such Class
is the Class of Group A-II Subordinate Certificates with the Highest Priority,
any Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a Class of
Group A-II Subordinate Certificates minus (b) the sum of (i) with respect to the
Class of Group A-II Subordinate Certificates with the Lowest Priority, any
Excess Subordinate Principal Amount for such Distribution Date; provided,
however, that the Subordinate Principal Distribution Amount for any Class of
Group A-II Subordinate Certificates on any Distribution Date shall in no event
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such date; and (ii) the Capitalization
Reimbursement Amount for such Distribution Date for the related Mortgage Loans,
other than the related Discount Fraction of any portion of that amount related
to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which
is the Subordinate Principal Distribution Amount for such Class of Group A-II
Subordinate Certificates, without giving effect to this clause (b)(ii), and the
denominator of which is the sum of the principal distribution amounts for all
Classes of Certificates other than the Class A-PO Certificates, without giving
effect to any reductions for the related Capitalization Reimbursement Amount.
Subsequent Recoveries: As of any Distribution Date, amounts received by
the Master Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 3.10) or surplus amounts held by the Master Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant to the
applicable Seller's Agreement and assigned to the Trustee pursuant to Section
2.04) specifically related to a Mortgage Loan that was the subject of a Cash
Liquidation or an REO Disposition prior to the related Prepayment Period that
resulted in a Realized Loss.
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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 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. With respect to any
Pledged Asset Loan subserviced by GMAC Mortgage Corporation, the Addendum and
Assignment Agreement, dated as of November 24, 1998, between the Master Servicer
and GMAC Mortgage Corporation, as such agreement may be amended from time to
time.
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 equal to the
Subservicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the related Due Date in the related Due Period.
Subservicing Fee Rate: The per annum rate designated on the Mortgage
Loan Schedule as the "SUBSERV FEE".
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 and REMIC III due to their classification as
REMICs under the REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
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Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Trust Fund I and/or Trust Fund II, as applicable.
Trust Fund I: 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 (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of: (i)
the Mortgage Loans in Group I Loans and the related Mortgage Files; (ii) all
payments on and collections in respect of such Mortgage Loans due after the
Cut-off Date as shall be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to the Trust Fund I, including
the proceeds from the liquidation of Pledged Assets for any Pledged Asset Loan;
(iii) property which secured a Group I Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy pertaining to
the Group I Loans, if any, and the Pledged Assets with respect to each Pledged
Asset Loan; and (v) all proceeds of clauses (i) through (iv) above.
Trust Fund II: 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 (other than with respect to the items in clause (v) and the proceeds
thereof), consisting of: (i) the Mortgage Loans in Loan Group II, Loan Group
III, Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII
and Loan Group IX and the related Mortgage Files; (ii) all payments on and
collections in respect of such Mortgage Loans due after the Cut-off Date as
shall be on deposit in the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund II, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan; (iii) property which
secured a Mortgage Loan in Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI, Loan Group VII, Loan Group VIII and Loan Group IX and
which has been acquired for the benefit of the Certificateholders by foreclosure
or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary
Insurance Policy pertaining to the Mortgage Loans, if any, and the Pledged
Assets with respect to each Pledged Asset Loan; and (v) all proceeds of clauses
(i) through (iv) above.
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 each Distribution Date,
as to any REMIC I Regular Interest, REMIC II Regular Interest and Uncertificated
REMIC III Regular Interest, interest accrued during the related Interest Accrual
Period at the related Uncertificated Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount thereof immediately prior to
such Distribution Date. Uncertificated Accrued Interest will be calculated on
the basis of a 360-day year, consisting of twelve 30-day months. In each case
Uncertificated Accrued Interest on any REMIC I Regular Interest and REMIC II
Regular Interest will be reduced by the amount of: (i) Prepayment Interest
Shortfalls on all Mortgage Loans, (ii) the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses and Extraordinary Losses), (iii) the interest portion of
Advances that were (A) previously made with
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respect to a Mortgage Loan or REO Property on all Mortgage Loans which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property or (B) made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses or Extraordinary
Losses, and (iv) any other interest shortfalls, including interest that is not
collectible from the Mortgagor pursuant to the Relief Act, with all such
reductions allocated among all of the REMIC I Regular Interests and REMIC II
Regular Interests in proportion to their respective amounts of Uncertificated
Accrued Interest payable on such Distribution Date absent such reductions.
With respect to each Distribution Date, as to each Uncertificated Class
A-I-IO REMIC III Regular Interest or Uncertificated Class A-IO-2 REMIC III
Regular Interest, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof with
respect to the Class A-IO-1 Certificates or Class A-IO-2 Certificates, as the
case may be, or the related Subclass, if the Pass-Through Rate on such
Certificate or Subclass were equal to the related Uncertificated Pass-Through
Rate and the notional amount of such Certificate or Subclass were equal to the
related Uncertificated Notional Amount, and any reduction in the amount of
Accrued Certificate Interest resulting from the allocation of Prepayment
Interest Shortfalls, Realized Losses or other amounts to the Class A-IO-1
Certificates or Class A-IO-2 Certificates, as the case may be, pursuant to
Section 4.05 hereof shall be allocated to the Uncertificated Class A-IO-1 REMIC
III Regular Interests or Uncertificated Class A-IO-2 REMIC III Regular
Interests, respectively, in each case pro rata in accordance with the amount of
interest accrued with respect to each related Uncertificated Class A-IO-1 REMIC
III Regular Interest or Uncertificated Class A-IO-2 REMIC III Regular Interest,
as the case may be, and such Distribution Date.
Uncertificated Class A-IO-1 REMIC III Regular Interests: The 631
uncertificated partial undivided beneficial ownership interests in the Trust
Fund, relating to each Mortgage Loan in Loan Group II, Loan Group III, Loan
Group IV and Loan Group V (other than any Discount Mortgage Loans in Loan Group
V), having a Net Mortgage Rate greater than 8.50%, 7.00%, 6.50% and 6.00%,
respectively, identified on the related Mortgage Loan Schedule, each having no
principal balance, and each bearing interest at a per annum rate equal to the
related Pool Strip Rate on a notional balance equal to the Stated Principal
Balance of the related Mortgage Loan.
Uncertificated Class A-IO-2 REMIC III Regular Interests: The 1,158
uncertificated partial undivided beneficial ownership interests in the Trust
Fund, relating to each Non-Discount Mortgage Loan in Loan Group VI, Loan Group
VII, Loan Group VIII and Loan Group IX (other than any Discount Mortgage Loan in
Loan Group IX), having a Net Mortgage Rate greater than 8.50%, 7.00%, 6.50% and
6.00%, respectively, identified on the related Mortgage Loan Schedule, each
having no principal balance, and each bearing interest at a per annum rate equal
to the related Pool Strip Rate on a notional balance equal to the Stated
Principal Balance of the related Mortgage Loan.
Uncertificated Notional Amount: With respect to each Uncertificated
REMIC II A-IO-1 Regular Interest, an amount equal to the Stated Principal
Balance of the related Mortgage Loan in Loan Group II, Loan Group III, Loan
Group IV and Loan Group V (other than any Discount Loans in Loan Group V). With
respect to each Uncertificated REMIC II A-IO-2 Regular Interest, an amount equal
to the Stated Principal Balance of the related Mortgage Loan in Loan Group VI,
Loan Group VII, Loan Group VIII and Loan Group IX (other than any Discount
Mortgage Loans in Loan Group IX). With respect to each Uncertificated Class
A-IO-1 REMIC III Regular Interest, the Uncertificated
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Notional Amount of the related Uncertificated REMIC II A-IO-1 Regular Interest,
provided, however, that for federal income tax purposes, each Uncertificated
Class A-IO-1 REMIC III Regular Interest shall not have an Uncertificated
Notional Amount, and Uncertificated Accrued Interest with respect thereto shall
be an amount equal to 100% of the amount distributed on the related REMIC II
A-IO-1 Regular Interest. With respect to each Uncertificated Class A-IO REMIC
III Regular Interest, the Uncertificated Notional Amount of the related
Uncertificated REMIC II A-IO-2 Regular Interest, provided, however, that for
federal income tax purposes, each Uncertificated Class A-IO-2 REMIC III Regular
Interest shall not have an Uncertificated Notional Amount, and Uncertificated
Accrued Interest with respect thereto shall be an amount equal to 100% of the
amount distributed on the related REMIC II A-IO-2 Regular Interest.
Uncertificated Pass-Through Rate: Any REMIC I Pass-Through Rate or REMIC
II Pass- Through Rate, and with respect to each Uncertificated Class A-IO-1
REMIC III Regular Interest or Uncertificated Class A-IO-2 REMIC III Regular
Interest, a per annum rate equal to the Pool Strip Rate with respect to the
related Mortgage Loan. For federal income tax purposes, however, each
Uncertificated Class A-IO-1 REMIC III Regular Interest and Uncertificated Class
A-IO-2 REMIC III Regular Interest shall not have an Uncertificated Pass-Through
Rate, and Uncertificated Accrued Interest with respect thereto shall be an
amount equal to 100% of the amount distributed on the related REMIC II A-IO-1
Regular Interest or REMIC II A-IO-2 Regular Interest, respectively.
Uncertificated Principal Balance: With respect to each REMIC I Regular
Interest and REMIC II Regular Interest on any date of determination, the amount
set forth in the Preliminary Statement hereto minus the sum of (x) the aggregate
of all amounts previously deemed distributed with respect to such interest and
applied to reduce the Uncertificated Principal Balance thereof pursuant to
Section 10.04 and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
REMIC I Regular Interest and REMIC II Regular Interest pursuant to Section
10.04.
Uncertificated REMIC II A-IO-1 Regular Interests: The 631 uncertificated
partial undivided beneficial ownership interests in REMIC III, relating to each
Mortgage Loan in Loan Group II, Loan Group III, Loan Group IV and Loan Group V
(other than any Discount Mortgage Loans in Loan Group V), each relating to a
particular Mortgage Loan identified on the related Mortgage Loan Schedule, each
having no principal balance, and each bearing interest at the related
Uncertificated Pass-Through Rate on the related Uncertificated Notional Amount.
Uncertificated REMIC II A-IO-2 Regular Interests: The 1,158
uncertificated partial undivided beneficial ownership interests in REMIC II,
relating to each Non-Discount Mortgage Loan in the Group VI Loans, Group VII
Loans, Group VIII Loans and Group IX Loans, each relating to a particular
Non-Discount Mortgage Loan identified on the related Mortgage Loan Schedule,
each having no principal balance, and each bearing interest at the related
Uncertificated Pass-Through Rate on the related Uncertificated Notional Amount.
Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC III Regular Interest for such Distribution Date pursuant to
Section 10.05.
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Uncertificated REMIC III Regular Interests: The Uncertificated Class
A-IO-1 REMIC III Regular Interests and the Uncertificated Class A-IO-2 REMIC III
Regular Interests.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is 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. 97.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates (other than
the Interest Only Certificates), the Class M Certificates and the Class B-II
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-IO-1 Certificates; 1% of all of the Voting Rights
shall be allocated among Holders of the Class A-IO-2 Certificates; and 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 SB Certificates,
respectively, in each case to be allocated among the Certificates of such Class
in accordance with their respective Percentage Interest.
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the
Class A-I Certificates and Class M-I 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
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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 Certificates and Class
M-I 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 Certificates and Class M-I
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 Distribution Date for the third consecutive Distribution
Date, the Trustee, after consultation with the Master Servicer 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 Master Servicer's
subsequent calculation of the Pass-Through Rate applicable to the Class A-I
Certificates and Class M-I Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, will be final and binding. Promptly
following each LIBOR Rate Adjustment Date the Trustee shall supply the Master
Servicer with the results of its determination of LIBOR on such date.
Furthermore, the Trustee will supply to any Certificateholder so calling the
Trustee at 0-000-000-0000 and requesting the Pass-Through Rate on the Class A-I
Certificates and Class M-I Certificates for the current and the immediately
preceding Interest Accrual Period.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee in respect of Trust Fund I without recourse
all the right, title and interest of the Depositor in and to (i) the Group I
Loans, including all interest and principal received on or with respect to the
Group I Loans after the Cut-off Date (other than payments of principal and
interest due on the Group I Loans in the month of March 2004); (ii) the Reserve
Fund Deposit; and (iii) all proceeds of the foregoing. The Depositor,
concurrently with the execution and delivery hereof, does hereby assign to the
Trustee in respect of Trust Fund II without recourse all the right, title and
interest of the Depositor in and to (i) the Group II Loans, Group III Loans,
Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans, Group VIII Loans
and Group IX Loans, including all interest and principal received on or with
respect to the Group II Loans, Group III Loans, Group IV Loans, Group V Loans,
Group VI Loans, Group VII Loans, Group VIII Loans and Group IX Loans after the
Cut-off Date (other than payments of principal and interest due on such Mortgage
Loans in the month of March 2004); and (ii) all proceeds of the foregoing.
The Depositor, the Master Servicer and the Trustee agree that it is not
intended that any mortgage loan be included in the Trust that is either (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective
November 27, 2003 or (ii) a "High-Cost Home Loan" as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, and except as set forth in Section 2.01(c) below,
the Depositor does hereby deliver to, and deposit with, the Trustee, or to and
with one or more Custodians, as the duly appointed agent or agents of the
Trustee for such purpose, the following documents or instruments (or copies
thereof as permitted by this Section)
(I) with respect to each Mortgage Loan so assigned (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the
Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
thereon or, if the original Mortgage has not yet been
70
returned from the public recording office, a copy of the original
Mortgage with evidence of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, the Assignment (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator to the
Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is
registered on the MERS(R) System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a copy of
such assignment or assignments of the Mortgage with evidence of
recording indicated thereon;
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan, or a
copy of each modification, assumption agreement or preferred loan
agreement; and
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
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(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) A duly completed UCC-1 financing statement showing
Residential Funding as debtor, the Depositor as secured party and the
Trustee as assignee and a duly completed UCC-1 financing statement
showing the Depositor as debtor and the Trustee as secured party, each
in a form sufficient for filing, evidencing the interest of such debtors
in the Cooperative Loans.
The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii),
(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
(c) In connection with any Mortgage Loan, if the Depositor cannot
deliver the original of the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof as permitted by Section
2.01(b)) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement because of (i) a delay caused by the public recording
office where such Mortgage, assignment, modification, assumption agreement or
preferred loan agreement as the case may be, has been delivered for recordation,
or (ii) a delay in the receipt of certain information necessary to prepare the
related assignments, the Depositor shall deliver or cause to be delivered to the
Trustee or the respective Custodian a copy of such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely
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as nominee for Residential Funding and its successors and assigns, and shall
promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing
statement referred to in clause (II)(vii) and (x), respectively, of Section
2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or
returned unrecorded to the Depositor because of any defect therein, the
Depositor shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment,
Form UCC-3 or Form UCC-1, as applicable, to be recorded in accordance with this
paragraph. The Depositor shall promptly deliver or cause to be delivered to the
Trustee or the respective Custodian such Mortgage or Assignment, Form UCC-3 or
Form UCC-1, as applicable (or copy thereof as permitted by Section 2.01(b)),
with evidence of recording indicated thereon upon receipt thereof from the
public recording office or from the related Subservicer. In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of Mortgage in blank, the Depositor shall, or shall cause the
Custodian to, complete the endorsement of the Mortgage Note and the Assignment
of Mortgage in the name of the Trustee in conjunction with the Interim
Certification issued by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Depositor
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(d) Residential Funding hereby assigns to the Trustee its security
interest in and to any Pledged Assets, its right to receive amounts due or to
become due in respect of any Pledged Assets pursuant to the related Subservicing
Agreement. With respect to any Pledged Asset Loan, Residential Funding shall
cause to be filed in the appropriate recording office a UCC-3 statement giving
notice of the assignment of the related security interest to the Trust Fund and
shall thereafter cause the timely filing of all necessary continuation
statements with regard to such financing statements.
(e) 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
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the Mortgage Loans for the benefit of the Certificateholders. Further, it is not
intended that any such conveyance be deemed to be a pledge of the Mortgage Loans
by the Depositor to the Trustee to secure a debt or other obligation of the
Depositor. However, in the event that the Mortgage Loans are held to be property
of the Depositor or of Residential Funding, or if for any reason this Agreement
is held or deemed to create a security interest in the Mortgage Loans, then it
is intended that (a) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be
deemed to be (1) a grant by the Depositor to the Trustee of a security interest
in all of the Depositor's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to (A) the
Mortgage Loans, including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate and Cooperative Lease, (ii) with respect to each Mortgage Loan
other than a Cooperative Loan, the related Mortgage Note and Mortgage, and (iii)
any insurance policies and all other documents in the related Mortgage File, (B)
all amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) any and all general intangibles consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Depositor to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B) and (C) granted by Residential
Funding to the Depositor pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code as in effect in the States of New York and Minnesota and
any other applicable jurisdiction; and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officers' Certificate of the Depositor,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of
74
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.
(f) The Depositor agrees that the sale of each Pledged Asset Loan
pursuant to this Agreement will also constitute the assignment, sale,
setting-over, transfer and conveyance to the Trustee, without recourse (but
subject to the Depositor's covenants, representations and warranties
specifically provided herein), of all of the Depositor's obligations and all of
the Depositor's right, title and interest in, to and under, whether now existing
or hereafter acquired as owner of the Mortgage Loan with respect to all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts, and other investment
property and other property of whatever kind or description consisting of,
arising from or related to (i) the Assigned Contracts, (ii) all rights, powers
and remedies of the Depositor as owner of such Mortgage Loan under or in
connection with the Assigned Contracts, whether arising under the terms of such
Assigned Contracts, by statute, at law or in equity, or otherwise arising out of
any default by the Mortgagor under or in connection with the Assigned Contracts,
including all rights to exercise any election or option or to make any decision
or determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Depositor as owner
of such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Depositor, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above
(except that for purposes of such acknowledgment only, a Mortgage Note may be
endorsed in blank and an Assignment of Mortgage may be in blank) and declares
that it, or a Custodian as its agent, and the rights of Residential Funding with
respect to any Pledged Assets assigned to the Trustee pursuant to Section 2.01,
holds and will hold such documents and the other documents constituting a part
of the Mortgage
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Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b) 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 (the "Final Certification") executed by the Custodian, receipt
by the respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above. If the Custodian, as the
Trustee's agent, finds any document or documents constituting a part of a
Mortgage File to be missing or defective, the Trustee, after receiving notice
from the Custodian, shall promptly so notify the Master Servicer and the
Depositor; provided, that if the Mortgage Loan related to such Mortgage File is
listed on Schedule A of the Assignment Agreement, no notification shall be
necessary. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Depositor and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. If
such omission or defect materially and adversely affects the interests in the
related Mortgage Loan of the Certificateholders, the Master Servicer shall
promptly notify the related Subservicer of such omission or defect and request
that such Subservicer correct or cure such omission or defect within 60 days
from the date the Master Servicer was notified of such omission or defect and,
if such Subservicer does not correct or cure such omission or defect within such
period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at
its Purchase Price, in either case within 90 days from the date the Master
Servicer was notified of such omission or defect; provided that if the omission
or defect would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered; and provided
further, that no cure, substitution or repurchase shall be required if such
omission or defect is in respect of a Mortgage Loan listed on Schedule A of the
Assignment Agreement. The Purchase Price for any such Mortgage Loan shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Subservicer or
its designee, as the case may be, any Mortgage Loan released pursuant hereto and
thereafter such Mortgage Loan shall not be part of the Trust Fund. In
furtherance of the foregoing, if the Subservicer or Residential Funding that
repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Master Servicer, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Residential Funding and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations. It is understood and agreed that the
76
obligation of the Subservicer, to so cure or purchase any Mortgage Loan as to
which a material and adverse defect in or omission of a constituent document
exists shall constitute the sole remedy respecting such defect or omission
available to Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
77
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any Affiliate
of the Depositor or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and
any new Subservicing Agreements will comply with the provisions of
Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing,
and will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian. Upon discovery by either the Depositor,
the Master Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a) which materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial Agreement).
Within 90 days of its discovery or its receipt of notice of such breach, the
Master Servicer shall either (i) cure such breach in all material respects or
(ii) to the extent that such breach is with respect to a Mortgage Loan or a
related document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that if the
omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered.
The obligation of the Master Servicer to cure such breach or to so purchase such
Mortgage Loan shall constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a) available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified): (i) The information set forth in
Exhibits F-1, F-2, F-3, F-4 F-5, F-6, F-7, F-8, F-9 or F-10 hereto with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and
correct in all material respects at the respective date or dates which such
information is furnished; (ii) Immediately prior to the conveyance of the
Mortgage Loans to the Trustee, the Depositor had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related compensation) and
such conveyance validly transfers ownership of the Mortgage Loans to the Trustee
free and clear of any pledge, lien, encumbrance or security interest; and (iii)
Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
of the Code and Treasury Regulations Section 1.860G-2(a)(1). It is understood
and agreed that the representations and warranties set forth in this Section
2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee
or any Custodian. Upon
78
discovery by any of the Depositor, the Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and warranties set forth in
this Section 2.03(b) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(iii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Depositor shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Depositor shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure, substitution or repurchase must occur within 90 days from
the date such breach was discovered. Any such substitution shall be effected by
the Depositor under the same terms and conditions as provided in Section 2.04
for substitutions by Residential Funding. It is understood and agreed that the
obligation of the Depositor to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Depositor shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Residential Funding.
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in 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
79
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. If the breach of representation and warranty that gave rise to the
obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of
the Assignment Agreement was the representation and warranty set forth in
Section 4(bb) thereof, then the Master Servicer shall request that Residential
Funding pay to the Trust Fund, concurrently with and in addition to the remedies
provided in the preceding sentence, an amount equal to any liability, penalty or
expense that was actually incurred and paid out of or on behalf of the Trust
Fund, and that directly resulted from such breach, or if incurred and paid by
the Trust Fund thereafter, concurrently with such payment. In the event that
Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of the Certificateholders
with respect to such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form,
and such other documents and agreements as are required by Section 2.01, with
the Mortgage Note endorsed as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule to the Trustee and the Custodian. 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
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after the startup date" under Section 860G(d)(1) of the Code or (b) any portion
of REMIC I, REMIC II or REMIC III 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 and to make any additional payments required under the Assignment
Agreement in connection with a breach of the representation and warranty in
Section 4(bb) thereof shall constitute the sole remedy respecting such breach
available to the Certificateholders or the Trustee on behalf of the
Certificateholders. If the Master Servicer is Residential Funding, then the
Trustee shall also have the right to give the notification and require the
purchase or substitution provided for in the second preceding paragraph in the
event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates;
Conveyance of REMIC I Regular Interests, REMIC II Regular
Interests and Uncertificated REMIC III Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interest and the REMIC II Regular Interest for the
benefit of the holders of the Regular Certificates, Class SB Certificates and
the Class R-III Certificates. The Trustee acknowledges receipt of the REMIC I
Regular Interest and the REMIC II Regular Interest (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, Class SB Certificates
and the Class R-III Certificates. The interests evidenced by the Class R-III
Certificates, together with the Regular Certificates and Class SB Certificates,
constitute the entire beneficial ownership interest in REMIC III.
(c) In exchange for the REMIC I Regular Interest and the REMIC II
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 and
the Uncertificated REMIC III Regular Interests evidencing (together with the
Class R-III Certificates) the entire beneficial ownership interest in REMIC III.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re- recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties.
The Master Servicer further is authorized and empowered by the Trustee,
on behalf of the Certificateholders and the Trustee, in its own name or in the
name of the Subservicer, when the Master Servicer or the Subservicer, as the
case may be, believes it is appropriate in its best judgment to register any
Mortgage Loan on the MERS(R) System, or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the Master
Servicer in accordance with Section 3.16(c), with no right of reimbursement;
provided, that if, as a result of MERS discontinuing or becoming unable to
continue operations in connection with the MERS(R) System, it becomes necessary
to remove any Mortgage Loan from registration on the MERS(R) 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
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Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any
of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant
to such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the Mortgage
Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may
perform services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with Section 3.10 and
(ii) may, at its own discretion and on behalf of the Trustee, obtain credit
information in the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. In addition, any
Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved
servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a
VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to
receive and retain, as provided in the related Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of all amounts required to be remitted to the
Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is
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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. The
Program Guide and any other Subservicing Agreement entered into between the
Master Servicer and any Subservicer shall require the Subservicer to accurately
and fully report its borrower credit files to each of the Credit Repositories in
a timely manner.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable
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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 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
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Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. Notwithstanding anything in this Section to the contrary, the Master
Servicer or any Subservicer shall not enforce any prepayment charge to the
extent that such enforcement would violate any applicable law. 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), capitalize any amounts owing on the Mortgage Loan
by adding such amount to the outstanding principal balance 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. For purposes of delinquency calculations, any
capitalized Mortgage Loan shall be deemed to be current as of the date of the
related Servicing Modification. No such modification shall reduce the Mortgage
Rate (i) with respect to a fixed rate Mortgage Loan, (A) below one-half of the
Mortgage Rate as in effect on the Cut-off Date or (B) below the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrue or (ii) with respect to an adjustable rate Mortgage Loan,
(A) below the greater of (1) one-half of the Mortgage Rate as in effect on the
Cut-off Date and (2) one-half of the Mortgage Rate as in effect on the date of
the Servicing Modification or (B) below the sum of the rates at which the
Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan
accrue. The final maturity date for any Mortgage Loan shall not be extended
beyond the Maturity Date. Also, the Stated Principal Balance of all Reportable
Modified Mortgage Loans subject to Servicing Modifications (measured at the time
of the Servicing Modification and after giving effect to any Servicing
Modification) can be no more than five percent of the aggregate Cut-off Date
Principal Balance of the Mortgage Loans, unless such
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limit is increased from time to time with the consent of the Rating Agencies. In
addition, any amounts owing on a Mortgage Loan added to the outstanding
principal balance of such Mortgage Loan must be fully amortized over the term of
such Mortgage Loan, and such amounts may be added to the outstanding principal
balance of a Mortgage Loan only once during the life of such Mortgage Loan.
Also, the addition of such amounts described in the preceding sentence shall be
implemented in accordance with the Program Guide and may be implemented only by
Subservicers that have been approved by the Master Servicer for such purpose. 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 Balance thereof by the original Maturity Date based on the
original Mortgage Rate; provided, that such reamortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal component
of any Subservicer Advance or of any REO Proceeds received in connection with an
REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate
on the Mortgage Loans, including the interest component of any Subservicer
Advance or of any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04, 4.07 or 4.08 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;
(v) Any amounts received by the Master Servicer in respect of Pledged
Assets;
(vi) Any amounts required to be deposited pursuant to Section 3.07(c) or
3.21; and
(vii) Any amounts required to be deposited pursuant to Section 3.07(c)
and any payments or collections received consisting of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal
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and interest on the Mortgage Loans due on or before the Cut-off Date) and
payments or collections consisting of late payment charges or assumption fees
may but need not be deposited by the Master Servicer in the Custodial Account.
In the event any amount not required to be deposited in the Custodial Account is
so deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds,
Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan
pursuant to Sections 2.02, 2.03, 2.04, 4.07 and 4.08 received in any calendar
month, the Master Servicer may elect to treat such amounts as included in the
related Available Distribution Amount for the Distribution Date in the month of
receipt, but is not obligated to do so. If the Master Servicer so elects, such
amounts will be deemed to have been received (and any related Realized Loss
shall be deemed to have occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give written notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections consisting of late
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charges or assumption fees, or payments or collections received consisting of
prepayment charges to the extent that the Subservicer is entitled to retain such
amounts pursuant to the Subservicing Agreement. On or before the date specified
in the Program Guide, but in no event later than the Determination Date, the
Master Servicer shall cause the Subservicer, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
all funds held in the Subservicing Account with respect to each Mortgage Loan
serviced by such Subservicer that are required to be remitted to the Master
Servicer. The Subservicer will also be required, pursuant to the Subservicing
Agreement, to advance on such scheduled date of remittance amounts equal to any
scheduled monthly installments of principal and interest less its Subservicing
Fees on any Mortgage Loans for which payment was not received by the
Subservicer. This obligation to advance with respect to each Mortgage Loan will
continue up to and including the first of the month following the date on which
the related Mortgaged Property is sold at a foreclosure sale or is acquired by
the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances
received by the Master Servicer shall be deposited promptly by it in the
Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced 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.
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(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to remit to the Trustee for deposit into the Certificate
Account the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed Advances, Servicing Advances or other 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 the related
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, 4.07 or 4.08) which
represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances
pursuant to Section 4.04 and (B) late recoveries of the payments for
which such advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at a rate per annum equal to the Net
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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;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, Residential Funding, the
Depositor or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section
2.02, 2.03, 2.04, 3.23, 4.07, 4.08 or 9.01, all amounts received thereon
and not required to be distributed to Certificateholders as of the date
on which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance or Servicing 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 or Servicing Advance was added to the Stated Principal Balance
of the Mortgage Loan in the preceding calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred
by and reimbursable to it or the Depositor pursuant to Section 3.14(c),
6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section 3.07,
including any payoff fees or penalties or any other additional amounts
payable to the Master Servicer or Subservicer pursuant to the terms of
the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
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(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance relating to an Advance pursuant to Section 4.04 on any such Certificate
Account Deposit Date shall be limited to an amount not exceeding the portion of
such advance previously paid to Certificateholders (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value at origination in the case of such a Mortgage Loan having
a Loan-to-Value Ratio at origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off Date and the Master
Servicer had knowledge of such Primary Insurance Policy. The Master Servicer
shall not cancel or refuse to renew any such Primary Insurance Policy applicable
to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan (together with the principal balance of any mortgage loan secured
by a lien that is senior to the Mortgage Loan) or 100 percent of the insurable
value of the improvements; provided, however, that such coverage may not be less
than the minimum
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amount required to fully compensate for any loss or damage on a replacement cost
basis. To the extent it may do so without breaching the related Subservicing
Agreement, the Master Servicer shall replace any Subservicer that does not cause
such insurance, to the extent it is available, to be maintained. The Master
Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an amount which is
at least equal to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard insurance policy. Pursuant
to Section 3.07, any amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's normal servicing procedures)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).In the event that the
Master Servicer shall obtain and maintain a blanket fire insurance policy with
extended coverage insuring against hazard losses on all of the Mortgage Loans,
it shall conclusively be deemed to have satisfied its obligations as set forth
in the first sentence of this Section 3.12(a), it being understood and agreed
that such policy may contain a deductible clause, in which case the Master
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property a policy complying with the first sentence of this
Section 3.12(a) and there shall have been a loss which would have been covered
by such policy, deposit in the Certificate Account the amount not otherwise
payable under the blanket policy because of such deductible clause. Any such
deposit by the Master Servicer shall be made on the Certificate Account Deposit
Date next preceding the Distribution Date which occurs in the month following
the month in which payments under any such policy would have been deposited in
the Custodial Account. In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to present, on behalf
of itself, the Trustee and Certificateholders, claims under any such blanket
policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac,
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whichever is greater, with respect to the Master Servicer if the Master Servicer
were servicing and administering the Mortgage Loans for Xxxxxx Mae or Xxxxxxx
Mac. In the event that any such bond or policy ceases to be in effect, the
Master Servicer shall obtain a comparable replacement bond or policy from an
issuer or insurer, as the case may be, meeting the requirements, if any, of the
Program Guide and acceptable to the Depositor. Coverage of the Master Servicer
under a policy or bond obtained by an Affiliate of the Master Servicer and
providing the coverage required by this Section 3.12(b) shall satisfy the
requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the Master Servicer shall not be deemed to be in default under this Section
3.13(a) by reason of any transfer or assumption which the Master Servicer is
restricted by law from preventing; and (ii) if the Master Servicer determines
that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale clause or to contest
such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any of REMIC I, REMIC II or REMIC III 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
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Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, the
buyer/transferee of the Mortgaged Property would be qualified to assume the
Mortgage Loan based on generally comparable credit quality and such release will
not (based on the Master Servicer's or Subservicer's good faith determination)
adversely affect the collectability of the Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance with the
foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee collected by
the Master Servicer or such related Subservicer for entering into an assumption
or substitution of liability agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that each of REMIC I, REMIC II or REMIC III 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 or REMIC III as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for processing such
a request will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage
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Loan. Upon approval of an assignment in lieu of satisfaction with respect to any
Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the
unpaid principal balance of and accrued interest on such Mortgage Loan and the
Master Servicer shall treat such amount as a Principal Prepayment in Full with
respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. Alternatively, the Master Servicer may take
other actions in respect of a defaulted Mortgage Loan, which may include (i)
accepting a short sale (a payoff of the Mortgage Loan for an amount less than
the total amount contractually owed in order to facilitate a sale of the
Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff
of the Mortgage Loan for an amount less than the total amount contractually owed
in order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii)
agreeing to a modification in accordance with Section 3.07. In connection with
such foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 3.11, follow such practices and procedures as it shall
deem necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the
Program Guide; provided that the Master Servicer shall not be liable in any
respect hereunder if the Master Servicer is acting in connection with any such
foreclosure or other conversion or action in a manner that is consistent with
the provisions of this Agreement. The Master Servicer, however, shall not be
required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage
loan, or towards the restoration of any property unless it shall determine (i)
that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses and charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10. In addition, the Master Servicer may pursue
any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall
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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.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset 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 Pledged Assets 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 Pledged Assets 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 Pledged Assets against
amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such
Pledged Assets (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 Pledged Assets)
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 Pledged Assets shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any
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previous Curtailments and before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of each of
REMIC I, REMIC II or REMIC III 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 or REMIC III 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 or REMIC III to
the imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery (other than Subsequent Recoveries) 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), to the Due
Date in the related Due Period prior to the Distribution Date on which such
amounts are to be distributed; third, to the Certificateholders as a recovery of
principal on the Mortgage Loan (or REO Property) (provided that if any such
Class of Certificates to which such Realized Loss was allocated is no longer
outstanding, such subsequent recovery shall be distributed to the persons who
were the Holders of such Class of Certificates when it was retired); fourth, to
all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
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(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit G hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released to be returned to the
Trustee, or the Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage File or such document
has been delivered directly or through a Subservicer to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered directly or through a Subservicer to the Trustee a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if
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signed by the Trustee), the Master Servicer shall deliver to the Trustee a
certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate any insurance coverage under any Required Insurance
Policy or invalidate or otherwise affect the lien of the Mortgage, except for
the termination of such a lien upon completion of the foreclosure or trustee's
sale.
Section 3.16. Servicing and Other Compensation; Eligible Master
Servicing Compensation.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of 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.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Eligible Master Servicing
Compensation (if any) for such Distribution Date, which amount shall be
deposited by the Master Servicer into the Certificate Account to be included in
the Available Distribution Amount 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
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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, Eligible Master Servicing Compensation derived from Loan
Group I shall be used on such Distribution Date to cover any Prepayment Interest
Shortfalls on the Group I Loans. With respect to any Distribution Date, Eligible
Master Servicing Compensation derived from any of Loan Group II, Loan Group III,
Loan Group IV, Loan Group V, Loan Group VI, Loan Group VII, Loan Group VIII and
Loan Group IX, shall be used on such Distribution Date (i) to cover any
Prepayment Interest Shortfalls on the related Mortgage Loans and (ii) to cover
any Prepayment Interest Shortfalls on the Mortgage Loans in such other Loan
Groups, but only to the extent not covered by Eligible Master Servicing
Compensation derived from such Loan Groups.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Depositor a statement, certified
by a Servicing Officer, setting forth the status of the Custodial Account as of
the close of business on such Distribution Date as it relates to the Mortgage
Loans and showing, for the period covered by such statement, the aggregate of
deposits in or withdrawals from the Custodial Account in respect of the Mortgage
Loans for each category of deposit specified in Section 3.07 and each category
of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Depositor and the Trustee on or
before the earlier of (a) March 31 of each year, beginning with the first March
31 that occurs at least six months after the Cut-off Date, or (b) with respect
to any calendar year during which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, the date on which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission (or, in each case, if such day is not a
Business Day, the immediately preceding Business Day), 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
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Agreement in all material respects throughout such year, or if there has been
material noncompliance with such servicing standards or a material default in
the fulfillment of such obligations relating to this Agreement, specifying such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year, beginning with
the first March 31 that occurs at least six months after the Cut-off Date, or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, the date on which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately preceding Business Day), 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 firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
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 and the Trustee with its most
recent financial statements and such other information as the Master Servicer
possesses regarding its business, affairs, property and condition, financial or
otherwise. The Master Servicer shall also cooperate with all reasonable requests
for information including, but not limited to, notices, tapes and copies of
files, regarding itself, the Mortgage Loans or the Certificates from any Person
or Persons identified by the Depositor or Residential Funding. The Depositor
may, but is not obligated to perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. The Depositor shall not have the responsibility
or liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall deposit or
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), Section 4.07 or Section 4.08, (iv) any amount required to be paid
pursuant to Section 9.01, and all other amounts constituting the Available
Distribution Amounts for the immediately succeeding Distribution Date. In
addition, the Master Servicer shall deposit or cause to be deposited on behalf
of the Trustee on or before 2:00 P.M. New York time on the Certificate Account
Deposit Date for the first Distribution Date an amount equal to $0.05.
(b) [reserved]
(c) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) if such Permitted
Investment is an obligation of the institution that maintains such account or a
fund for which such institution serves as custodian, then such Permitted
Investment 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. The Trustee
or its Affiliates are permitted to receive compensation that could be deemed to
be in the Trustee's economic self-interest for (i) serving as investment adviser
(with respect to investments made through its Affiliates), administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain
of the Permitted Investments, (ii) using Affiliates to effect transactions in
certain Permitted Investments and (iii) effecting transactions in certain
Permitted Investments.
Section 4.02. Distributions. (I) With respect to the Class A-I, Class
M-I, Class SB and Class R-I Certificates:
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, based solely on
information provided by the Master Servicer, shall distribute to each Class A-I,
Class M-I, Class R-I and Class SB Certificateholder of record on
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the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share with respect to each Class
of Certificates, shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder of the
following amounts, in the following order of priority, subject to the provisions
of Section 4.02(I)(b) and (c)), in each case to the extent of the related
Available Distribution Amount on deposit in the Certificate Account (or, with
respect to clause (xix) below, to the extent of prepayment charges on deposit in
the Certificate Account):
(i) to the Class A-I Certificateholders, 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 related Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-1 Interest Distribution Amount;
(iii) to the Class M-I-2 Certificateholders from the amount, if
any, of the related Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-2 Interest Distribution Amount;
(iv) to the Class M-I-3 Certificateholders from the amount, if
any, of the related Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-3 Interest Distribution Amount;
(v) to the Class M-I-4 Certificateholders from the amount, if
any, of the related Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-4 Interest Distribution Amount;
(vi) to the Class M-I-5 Certificateholders from the amount, if
any, of the related Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-5 Interest Distribution Amount;
(vii) to the Class M-I-6 Certificateholders from the amount, if
any, of the related Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-6 Interest Distribution Amount;
(viii) to the Class M-I-7 Certificateholders from the amount, if
any, of the related Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-7 Interest Distribution Amount;
(ix) to the Class A-I Certificateholders and Class M-I
Certificateholders, the Group I Principal Distribution Amount (other
than clauses (iv) and (v) of the definition thereof), in
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the order described in Section 4.02(I)(b), until the Certificate
Principal Balances of the Class A-I Certificates and Class M-I
Certificates have been reduced to zero;
(x) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the Excess Cash Flow, an amount equal to the
principal portion of Realized Losses on the Group I Loans during the
immediately preceding Due Period other than Excess Special Hazard
Losses, which amount shall be included in the Group I Principal
Distribution Amount and paid in accordance with Section 4.02(I)(b)
hereof, until the Certificate Principal Balances of the Class A-I
Certificates and Class M-I Certificates have been reduced to zero;
(xi) to pay principal to certain classes of Group A-II
Certificates to cover certain Excess Special Hazard Losses on the Group
II Loans, Group III Loans, Group IV Loans, Group V Loans, Group VI
Loans, Group VII Loans, Group VIII Loans and Group IX Loans otherwise
allocable to such Group A-II Certificates in accordance with Section
4.05(c);
(xii) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the related Available
Distribution Amount remaining after the foregoing distributions, the
Overcollateralization Increase Amount for such Distribution Date, which
amount shall be included in the Group I Principal Distribution Amount
and paid in accordance with Section 4.02(I)(b) hereof, until the
Certificate Principal Balances of such Class A-I Certificates and Class
M-I Certificates have been reduced to zero;
(xiii) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the related Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group I Loans, to the extent not covered by Eligible
Master Servicing Compensation on such Distribution Date;
(xiv) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the related 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;
(xv) to make payments, from amounts otherwise payable to the
Class SB 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-I Certificates and Class M-I Certificates the amount of any
Basis Risk Shortfall Carry-Forward Amount on such Classes of
Certificates in the manner and order of priority set forth in Section
4.09(a) and (ii) second, to maintain a balance in the Reserve Fund equal
to the Reserve Fund Deposit;
(xvi) to the Class A-I Certificateholders and the Class M-I
Certificateholders on a pro rata basis, based on the amount of Relief
Act Shortfalls allocated thereto, from the amount, if any, of the Excess
Cash Flow remaining after the foregoing distributions, the amount of any
Relief Act Shortfalls allocated to those Certificates with respect to
such Distribution Date;
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(xvii) to the Class A-I Certificateholders and the Class M-I
Certificateholders, from the amount, if any, of the Group I Excess Cash
Flow remaining after the foregoing distributions, the principal portion
of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, other than Excess Special Hazard Losses, which
amount shall be allocated first, to the Class A-I Certificateholders on
a pro rata basis, based on their respective principal portion of any
Realized Losses previously allocated to those Certificates and remaining
unreimbursed, and then sequentially, to the Class M-I-1
Certificateholders, Class M-I-2 Certificateholders, Class M-I-3
Certificateholders, Class M-I-4 Certificateholders, Class M-I-5
Certificateholders, Class M-I-6 Certificateholders and Class M-I-7
Certificateholders, in that order;
(xviii)to the Class SB Certificates, from the amount, if any, of
the related Available Distribution Amount remaining after the foregoing
distributions, the sum of (A) Accrued Certificate Interest thereon and
(B) the amount of any Overcollateralization Reduction Amount for such
Distribution Date;
(xix) to the Class SB Certificates, the amount of any payments or
collections consisting of prepayment charges received on the Group I
Loans (which amounts shall not be included in the related Available
Distribution Amount) and, from the amount, if any, of the related
Available Distribution Amount remaining after the foregoing
distributions, for any Distribution Date after the Certificate Principal
Balance of each Class A-I Certificate and Class M-I Certificate has been
reduced to zero, an amount up to the Overcollateralization Amount; and
(xx) to the Class R-III Certificateholders, the balance, if any,
of the related Available Distribution Amount.
(b) On each Distribution Date, the Group I Principal Distribution
Amount shall be paid as follows:
(i) the Class A-I Principal Distribution Amount shall be
distributed first, to the Class A-I-1 Certificates, and second, to the
Class A-I-2 Certificates;
(ii) the Class M-I-1 Principal Distribution Amount shall be
distributed to the Class M-I-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the Class M-I-2 Principal Distribution Amount shall be
distributed to the Class M-I-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) the Class M-I-3 Principal Distribution Amount shall be
distributed to the Class M-I-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(v) the Class M-I-4 Principal Distribution Amount shall be
distributed to the Class M-I-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
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(vi) the Class M-I-5 Principal Distribution Amount shall be
distributed to the Class M-I-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(vii) the Class M-I-6 Principal Distribution Amount shall be
distributed to the Class M-I-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(viii) the Class M-I-7 Principal Distribution Amount shall be
distributed to the Class M-I-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(c) Notwithstanding the foregoing clauses (I)(a) and (b), upon the
reduction of the Certificate Principal Balance of a Class of Class A-I
Certificates or Class M-I Certificates to zero, such Class of Certificates will
not be entitled to further distributions pursuant to Section 4.02, including,
without limitation, the payment of current and unreimbursed Prepayment Interest
Shortfalls pursuant to clauses (I)(a)(xiii) and (xiv), the Group I Basis Risk
Shortfall Carry-Forward Amount pursuant to clauses (I)(a)(xv).
(d) Any Prepayment Interest Shortfalls on the Group I Loans which are
not covered by Eligible Master Servicing Compensation as described in Section
3.16 and Relief Act Shortfalls on the Group I Loans will be allocated among the
Class A-I Certificates and Class M-I Certificates pro rata in accordance with
the amount of Accrued Certificate Interest that would have accrued on those
Certificates absent these shortfalls. Any such uncovered Prepayment Interest
Shortfalls will be paid solely pursuant to Section 4.02(I)(a)(xiii) and (xiv),
to the extent funds are available therefor. Any such Relief Act Shortfalls will
be paid solely pursuant to Section 4.02(I)(a)(xvi), to the extent funds are
available therefor.
(II) With respect to the Group A-II Certificates:
(a) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, based
solely on information provided by the Master Servicer, shall distribute
the amount required to be distributed to the Master Servicer or a
Sub-Servicer pursuant to Section 4.02(II)(a)(iii) below, and to each
Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution)
either in immediately available funds (by wire transfer or otherwise) to
the account of the Group A-II 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 (A)
with respect to each Class of Certificates (other than any Subclass of
the Interest Only Certificates), shall be based on the aggregate of the
Percentage Interests represented by Certificates of the applicable Class
held by such Holder or (B) with respect to any Subclass of the Interest
Only Certificates, shall be equal to the amount (if any) distributed
pursuant to Section 4.02(II)(a)(i) below to each Holder of a Subclass
thereof) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(II)(b)
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below), in each case to the extent of the related Available Distribution
Amount for each respective Loan Group:
(i) to the related Group A-II Senior Certificates (other
than the Class A- PO Certificates) on a pro rata basis based on
Accrued Certificate Interest payable on such Certificates with
respect to such Distribution Date, Accrued Certificate Interest
on such Classes of Certificates (or Subclasses, if any, with
respect to the Interest Only Certificates) for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date except as provided in
the last paragraph of this Section 4.02(II)(a) (the related
"Group A-II Senior Interest Distribution Amount"); and
(ii) (X) to the Class A-PO Certificates, the Class A-PO
Principal Distribution Amount (as defined in Section
4.02(II)(b)(i) herein) from the related Available Distribution
Amounts; and
(Y) to the related Group A-II Senior Certificates
(other than the Class A-PO Certificates), in the priorities and
amounts set forth in Section 4.02(II)(b)(ii) through (f), the sum
of the following (applied to reduce the Certificate Principal
Balances of such Group A-II Senior Certificates, as applicable):
(A) the related Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
related Outstanding Mortgage Loan (other than the
related Discount Fraction of the principal portion
of such payment with respect to a Discount Mortgage
Loan in the related Loan Group), whether or not
received on or prior to the related Determination
Date;
(2) the Stated Principal Balance of any
related Mortgage Loan repurchased during the
preceding calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b) of
this Agreement) pursuant to Sections 2.02, 2.04 or
4.07 of this Agreement and Section 2.03 of this
Agreement, and the amount of any shortfall
deposited in the Custodial Account in respect of
such Loan Group in connection with the substitution
of a Deleted Mortgage Loan pursuant to Section 2.03
or Section 2.04 of this Agreement, during the
preceding calendar month (other than the related
Discount Fraction of such Stated Principal Balance
or shortfall with respect to each Discount Mortgage
Loan in the related Loan Group); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO
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Disposition of a related Mortgage Loan described in
Section 4.02(II)(a)(ii)(Y)(B) of this Agreement,
including without limitation Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) including
Subsequent Recoveries, received during the
preceding calendar month (or deemed to have been so
received in accordance with Section 3.07(b) of this
Agreement) to the extent applied by the Master
Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 of this
Agreement (other than the related Discount Fraction
of the principal portion of such unscheduled
collections, with respect to each Discount Mortgage
Loan in the related Loan Group);
(B) with respect to each related Mortgage Loan for
which a Cash Liquidation or a REO Disposition occurred
during the preceding calendar month (or was deemed to have
occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Losses on the
related Mortgage Loans, an amount equal to the lesser of
(a) the related Senior Percentage for such Distribution
Date times the Stated Principal Balance of such Mortgage
Loan (other than the related Discount Fraction of such
Stated Principal Balance, with respect to each Discount
Mortgage Loan in the related Loan Group) and (b) the
related Senior Accelerated Distribution Percentage for
such Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (in each case other than the portion of such
unscheduled collections, with respect to a Discount
Mortgage Loan in the related Loan Group, included in
Section 4.02(II)(b)(i)(C));
(C) the related Senior Accelerated Distribution
Percentage for such Distribution Date times the aggregate
of all related Principal Prepayments in Full received in
the related Prepayment Period and Curtailments received in
the preceding calendar month (other than the related
Discount Fraction of such Principal Prepayments in Full
and Curtailments, with respect to each Discount Mortgage
Loan in the related Loan Group);
(D) any Excess Subordinate Principal Amount for
such Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(II)(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Group A-II Subordinate
Certificates; minus
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(F) the Capitalization Reimbursement Amount for
such Distribution Date for the related Mortgage Loans,
other than the related Discount Fraction of any portion of
that amount related to each Discount Mortgage Loan,
multiplied by a fraction, the numerator of which is the
Senior Principal Distribution Amount, without giving
effect to this clause (F), and the denominator of which is
the sum of the principal distribution amounts for all
Classes of Certificates (other than the Class A-PO
Certificates), without giving effect to any reductions for
the related Capitalization Reimbursement Amount;
(iii) if the Certificate Principal Balances of the Group
A-II Subordinate Certificates have not been reduced to zero, to
the Master Servicer or a Sub-Servicer, by remitting for deposit
to the Custodial Account, to the extent of and in reimbursement
for any Advances or Sub-Servicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances that were made with respect to delinquencies
that ultimately constituted Excess Losses on the related Mortgage
Loans;
(iv) to the Holders of the Class M-II-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-II-1 Certificates, an
amount equal to (x) the related Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date, minus (y) the amount of any Class A-PO
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(II)(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this
Agreement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-II-1 Certificates;
(vi) to the Holders of the Class M-II-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-II-2 Certificates, an
amount equal to (x) the related Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date, minus (y) the amount of any Class A-PO
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(II)(a)(ix), (xi), (xiii), (xiv) and (xv) of this Agreement
are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-II-2 Certificates;
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(viii) to the Holders of the Class M-II-3 Certificates,
the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided
below;
(ix) to the Holders of the Class M-II-3 Certificates, an
amount equal to (x) the related Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-PO
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(II)(a)(xi), (xiii), (xiv) and (xv) of this Agreement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-II-3 Certificates;
(x) to the Holders of the Class B-II-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-II-1 Certificates, an
amount equal to (x) the related Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-PO
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(II)(a)(xiii), (xiv) and (xv) of this Agreement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-II-1 Certificates;
(xii) to the Holders of the Class B-II-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-II-2 Certificates, an
amount equal to (x) the related Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-PO
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(II)(a)(xiv) and (xv) of this Agreement are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class B-II-2 Certificates;
(xiv) to the Holders of the Class B-II-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date,
except as provided below, minus (y) the amount of any Class A-PO
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution
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Dates, to the extent the amounts available pursuant to clause (x)
of Section 4.02(II)(a)(xv) of this Agreement are insufficient
therefor;
(xv) to the Holders of the Class B-II-3 Certificates, an
amount equal to (x) the related Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-PO
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates applied in reduction
of the Certificate Principal Balance of the Class B-II-3
Certificates;
(xvi) to the related Senior Certificates, in the priority
set forth in Section 4.02(II)(b) of this Agreement, the portion,
if any, of the related Available Distribution Amount remaining
after the foregoing distributions, applied to reduce the
Certificate Principal Balances of such Senior Certificates, but
in no event more than the aggregate of the outstanding
Certificate Principal Balances of each such Class of Senior
Certificates, and thereafter, to each Class of Group A-II
Subordinate Certificates then outstanding beginning with such
Class with the Highest Priority, any portion of the related
Available Distribution Amount remaining after the related Senior
Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Group A-II Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Group A-II
Subordinate Certificates; and
(xvii) to the Class R-II Certificates, the balance, if
any, of the related Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Group A-II Subordinate Certificates outstanding on such
Distribution Date with the Lowest Priority, or in the event the Group A-II
Subordinate Certificates are no longer outstanding, the related Senior
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to the failure of the Master Servicer to make any required Advance, or
the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO
Proceeds have not yet been distributed to the Certificateholders.
(b) Distributions of principal on the Group A-II Senior
Certificates on each Distribution Date occurring prior to the Credit
Support Depletion Date will be made as follows:
(i) to the Class A-PO Certificates from the related
Available Distribution Amounts, until the Certificate Principal
Balance thereof is reduced to zero, an amount (the "Class A-PO
Principal Distribution Amount", as applicable) equal to the
aggregate of:
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(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan in the related Loan Group due during the related Due
Period, whether or not received on or prior to the related
Determination Date;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan in the related Loan Group received during
the preceding calendar month or, in the case of Principal
Prepayments in Full, during the related Prepayment Period
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments, Subsequent Recoveries
and repurchases (including deemed repurchases under
Section 3.07(b)) of such Discount Mortgage Loans (or, in
the case of a substitution of a Deleted Mortgage Loan, the
related Discount Fraction of the amount of any shortfall
deposited in the Custodial Account in connection with such
substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan in the related
Loan Group that did not result in any Excess Losses on the
related Mortgage Loan, an amount equal to the lesser of
(1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan
immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Discount
Mortgage Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-PO Collection
Shortfalls for such Distribution Date and the amount of
any Class A-PO Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date; minus
(F) the related Discount Fraction of the portion of
the Capitalization Reimbursement Amount for such
Distribution Date, if any, related to each Discount
Mortgage Loan; and
(ii) (A) the Senior Principal Distribution Amount related
to Loan Group II will be distributed to the Class A-II
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;
(B) the Senior Principal Distribution Amount
related to Loan Group III will be distributed to the Class
A-III Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
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(C) the Senior Principal Distribution Amount
related to Loan Group IV will be distributed to the Class
A-IV Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(D) the Senior Principal Distribution Amount
related to Loan Group V will be distributed in the
following order of priority:
(1) first, to the Class R-II Certificates
and Class R-III Certificates, concurrently on a pro
rata basis, until the Certificate Principal
Balances thereof have been reduced to zero; and
(2) second, to the A-V Certificates, until
the Certificate Principal Balance thereof has been
reduced to zero;
(E) the Senior Principal Distribution Amount
related to Loan Group VI will be distributed to the Class
A-VI Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(F) the Senior Principal Distribution Amount
related to Loan Group VII will be distributed to the Class
A-VII Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(G) the Senior Principal Distribution Amount
related to Loan Group VIII will be distributed to the
Class A-VIII Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and
(H) the Senior Principal Distribution Amount
related to Loan Group IX will be distributed to the Class
A-IX Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(c) On any Distribution Date prior to the Credit Support
Depletion Date on which the aggregate Certificate Principal Balance of
the Group II, Group III, Group IV, Group V, Group VI, Group VII, Group
VIII or Group IX Senior Certificates, as applicable, is greater than the
aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group in each case after giving effect to distributions to be made
on such Distribution Date, (1) 100% of the Principal Prepayments in Full
and Curtailments allocable to the Class M-II Certificates and Class B-II
Certificates will be distributed to such Class or Classes of Group II,
Group III, Group IV, Group V, Group VI, Group VII, Group VIII or Group
IX Senior Certificates, as applicable, and in accordance with the
priorities set forth in clause 4.02(II)(b) above, and in reduction of
the Certificate Principal Balances thereof, until the aggregate
Certificate Principal Balance of such Class or Classes of Certificates
equals the aggregate Stated Principal Balance of the Mortgage Loans in
the related Loan Group, and (2) an amount equal to one month's interest
at the applicable Pass-Through Rate for such Class or Classes of
Certificates on the amount of such difference will be distributed from
the Available Distribution Amount for the other Loan Groups allocable to
the Class M-II Certificates and Class B-II Certificates first to pay any
unpaid interest on such Class or
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Classes of Certificates and then to pay principal on such Classes in the
manner described in (1) above. In addition, prior to the occurrence of
the Credit Support Depletion Date but after the reduction of the
Certificate Principal Balances of any of the Group II, Group III, Group
IV, Group V, Group VI, Group VII, Group VIII or Group IX Senior
Certificates to zero, the remaining Group II, Group III, Group IV, Group
V, Group VI, Group VII, Group VIII or Group IX Senior Certificates, as
applicable, will be entitled to receive, in addition to any Principal
Prepayments in Full and Curtailments related to such Certificates'
respective Loan Group, 100% of the Principal Prepayments in Full and
Curtailments on the Mortgage Loans in the other Loan Groups exclusive of
the related Discount Fraction, as applicable, allocated among such
groups of Certificates on a pro rata basis, and among the Classes of
Group A-II Senior Certificates in each of those certificate groups in
accordance with the priorities set forth in clause 4.02(II)(b) above, in
reduction of the Certificate Principal Balances thereof, on any
Distribution Date unless (i) the weighted average of the initial Group
A-II Subordinate Percentages, weighted on the basis of the Stated
Principal Balances of the Mortgage Loans in the related Loan Group, is
at least two times the weighted average of the initial Group A-II
Subordinate Percentages for each Loan Group (calculated on such basis)
and (ii) the outstanding principal balance of the Mortgage Loans in each
related Loan Group delinquent 60 days or more averaged over the last six
months, as a percentage of the aggregate outstanding Certificate
Principal Balance of the Class M-II Certificates and Class B-II
Certificates, is less than 50%.
(d) On or after the related Credit Support Depletion Date, all
priorities relating to distributions as described in Section 4.02(II)(b)
above in respect of principal among the various classes of Senior
Certificates (other than the Class A-PO Certificates) will be
disregarded, and (i) an amount equal to the Discount Fraction of the
principal portion of scheduled payments and unscheduled collections
received or advanced in respect of the Discount Mortgage Loans in each
Loan Group will be distributed to the related Class of Class A-PO
Certificates, (ii) the related Senior Principal Distribution Amount will
be distributed to the related Classes of remaining Group A-II Senior
Certificates (other than the Class A-PO Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, and (iii) the amount set forth in Section 4.02(II)(a)(i) will
be distributed as set forth therein. Notwithstanding the foregoing, on
or after the Credit Support Depletion Date and after the reduction of
the Certificate Principal Balances of any of the Group II, Group III,
Group IV, Group V, Group VI, Group VII, Group VIII or Group IX Senior
Certificates to zero, (i) the remaining Senior Principal Distribution
Amount for such group of Group A-II Senior Certificates will be
distributed to the remaining Group A-II Senior Certificates (other than
the Class A-PO Certificates) pro rata in accordance with their
respective outstanding Certificate Principal Balances, and (ii) the
amount of Accrued Certificate Interest on such group of Group A-II
Senior Certificates shall be distributed to the remaining Group A-II
Senior Certificates (other than the Class A-PO Certificates) on a pro
rata basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date.
(e) Notwithstanding the foregoing, amounts otherwise payable to
the most subordinate Class of the Class B-II, Class M-II-3 and Class
M-II-2 Certificates outstanding on each Distribution Date shall be paid
to the most senior of the Class A-I Certificates and
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Class M-I Certificates outstanding to the extent of any Excess Special
Hazard Losses on the Group I Loans, in an amount up to the remaining
Special Hazard Amount for the Group II Loans, Group III Loans, Group IV
Loans, Group V Loans, Group VI Loans, Group VII Loans, Group VIII Loans
and Group IX Loans, in each case until the Certificate Principal
Balances of such Class B-II, Class M-II-3 and Class M-II-2 Certificates
are reduced to zero.
(f) In addition to the foregoing distributions, with respect to
any Subsequent Recoveries, the Master Servicer shall deposit such funds
into the Custodial Account pursuant to Section 3.07(b)(iii). The
remainder of this paragraph does not apply to the Group I Loans. If,
after taking into account such Subsequent Recoveries, the amount of a
Realized Loss is reduced, the amount of such Subsequent Recoveries will
be applied to increase the Certificate Principal Balance of the Class of
Group A-II Subordinate Certificates with the Highest Priority to which
Realized Losses, other than related Excess Losses, have been allocated,
but not by more than the amount of Realized Losses previously allocated
to that Class of Certificates pursuant to Section 4.05. The amount of
any remaining Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the Class of Group A-II Certificates
with the next Lower Priority, up to the amount of such Realized Losses
previously allocated to that Class of Group A-II Certificates pursuant
to Section 4.05. Any remaining Subsequent Recoveries will in turn be
applied to increase the Certificate Principal Balance of the Class of
Group A-II Certificates with the next Lower Priority up to the amount of
such Realized Losses previously allocated to that Class of Group A-II
Certificates pursuant to Section 4.05, and so on. Holders of such
Certificates will not be entitled to any payment in respect of Accrued
Certificate Interest on the amount of such increases for any Interest
Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal
Balance of each Certificate of such Class in accordance with its
respective Percentage Interest.
(g) 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.
(h) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as
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otherwise specified therein, and (ii) no interest shall accrue on such
Certificates from and after the end of the related Interest Accrual
Period. In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
(a) The Master Servicer shall forward to the Trustee no later than 5:00
P.M. New York time on the second Business Day prior to each Distribution Date,
and the Trustee shall on such Distribution Date make available electronically
via the Trustee's internet website which is presently located at
xxxxx://xxx.xxxxxxxxxxxxxx.xx.xxx/xxxx, or for persons unable to use this
website by mail by contacting the investor relations desk at (000) 000-0000, 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, Group II Loans, Group III Loans, Group IV
Loans, Group V Loans, Group VI Loans, Group VII Loans, Group VIII Loans
and Group IX Loans pursuant to Section 4.04;
(v) the number of Group I Loans, Group II Loans, Group III Loans,
Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans, Group
VIII Loans and Group IX 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, (a) the number and aggregate principal balances of Group I
Loans, Group II Loans, Group III Loans, Group IV Loans, Group V Loans,
Group VI Loans, Group VII Loans, Group VIII Loans and
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Group IX 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, Group II Loans, Group III Loans, Group IV Loans, Group V
Loans, Group VI Loans, Group VII Loans, Group VIII Loans and Group IX
Loans that are in foreclosure, (b) the number and aggregate principal
balances of Group I Loans that are Reportable Modified Mortgage Loans
that are Delinquent (1) one month, (2) two months and (3) three or more
months and the number and aggregate principal balance of Group I Loans
that are Reportable Modified Mortgage Loans that are in foreclosure and
are REO Property, indicating in each case capitalized Mortgage Loans,
other Servicing Modifications and totals, and (c) for all Group I Loans
that are Reportable Modified Mortgage Loans, the number and aggregate
Stated Principal Balance of Group I Loans that are Reportable Modified
Mortgage Loans that have been liquidated, the subject of pay-offs and
that have been repurchased by the Master Servicer or Seller;
(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,
Group II Loans, Group III Loans, Group IV Loans, Group V Loans, Group VI
Loans, Group VII Loans, Group VIII Loans and Group IX Loans incurred
since the Cut-off Date;
(xi) the Special Hazard 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 and the
Group I Net WAC Cap Rate;
(xiii) the number and aggregate principal balance of Group I
Loans, Group II Loans, Group III Loans, Group IV Loans, Group V Loans,
Group VI Loans, Group VII Loans, Group VIII Loans and Group IX Loans
repurchased under Section 4.07;
(xiv) the aggregate amount of any recoveries on previously
foreclosed loans from Residential Funding due to a breach of
representation or warranty;
(xv) the weighted average remaining term to maturity of the Group
I Loans, Group II Loans, Group III Loans, Group IV Loans, Group V Loans,
Group VI Loans, Group VII Loans, Group VIII Loans and Group IX Loans
after giving effect to the amounts distributed on such Distribution
Date;
(xvi) the weighted average Mortgage Rates of the Group I Loans,
Group II Loans, Group III Loans, Group IV Loans, Group V Loans, Group VI
Loans, Group VII Loans, Group VIII Loans and Group IX Loans after giving
effect to the amounts distributed on such Distribution Date;
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(xvii) the weighted average of the Maximum Net Mortgage Rates on
the Group I Loans;
(xviii)the Group I Basis Risk Shortfall, Group I Basis Risk
Shortfall Carry-Forward Amount and any Prepayment Interest Shortfalls;
(xix) the Overcollateralization Amount and the Required
Overcollateralization Amount following such Distribution Date; and
(xx) the amount, if any, to be paid by a Derivative Counterparty
under a Derivative Contract.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer. Also, at the request
of a Rating Agency, the Master Servicer shall provide the information relating
to the Reportable Modified Mortgage Loans substantially in the form attached
hereto as Exhibit S to such Rating Agency within a reasonable period of time;
provided, however, that the Master Servicer shall not be required to provide
such information more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
(d) The Master Servicer shall, on behalf of the Depositor and in respect
of the Trust Fund, sign and cause to be filed with the Commission any periodic
reports required to be filed under the provisions of the Exchange Act, and the
rules and regulations of the Commission thereunder. In connection with the
preparation and filing of such periodic reports, the Trustee shall timely
provide to the Master Servicer (I) a list of Certificateholders as shown on the
Certificate Register as of the end of each calendar year, (II) copies of all
pleadings, other legal process and any other documents relating to any claims,
charges or complaints involving the Trustee, as trustee hereunder, or the Trust
Fund that are received by the Trustee, (III) notice of all matters that, to the
actual knowledge of a Responsible Officer of the Trustee, have been submitted to
a vote of the Certificateholders, other than
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those matters that have been submitted to a vote of the Certificateholders at
the request of the Depositor or the Master Servicer, and (IV) notice of any
failure of the Trustee to make any distribution to the Certificateholders as
required pursuant to this Agreement. Neither the Master Servicer nor the Trustee
shall have any liability with respect to the Master Servicer's failure to
properly prepare or file such periodic reports resulting from or relating to the
Master Servicer's inability or failure to obtain any information not resulting
from the Master Servicer's own negligence or willful misconduct. Any Form 10-K
filed with the Commission in connection with this clause (d) shall include a
certification, signed by the senior officer in charge of the servicing functions
of the Master Servicer, in the form attached as Exhibit R-1 hereto or such other
form as may be required or permitted by the Commission (the "Form 10-K
Certification"), in compliance with Rule 13a-14 and 15d-14 under the Exchange
Act and any additional directives of the Commission. In connection with the Form
10-K Certification, the Trustee shall provide the Master Servicer with a back-up
certification substantially in the form attached hereto as Exhibit R-2. This
Section 4.03(d) may be amended in accordance with this Agreement without the
consent of the Certificateholders.
Section 4.04. Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
(which may be in a mutually agreeable electronic format) to the Trustee, 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 Available Distribution
Amounts, (ii) the amounts required to be withdrawn from the Custodial Account
and deposited into the Certificate Account and Certificate Insurance Account on
the immediately succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a), (iii) the amount of Prepayment Interest Shortfalls,
Group I Basis Risk Shortfall, Group I Basis Risk Shortfall Carry-Forward
Amounts, (iv) the amounts required to be withdrawn from and deposited into the
Reserve Fund pursuant to Section 4.09, (v) the amount payable by the Derivative
Counterparties to the Trustee under the Derivative Contracts as provided in
Section 4.10 and (vi) to the extent required, a report detailing the Stated
Principal Balance, Mortgage Rate, Modified Mortgage Rate, remaining term to
maturity and Monthly Payment for any Modified Mortgage Loan pursuant to Section
3.13. The determination by the Master Servicer of such amounts shall, in the
absence of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be protected in relying upon the same without
any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) remit to the Trustee for
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 or reductions in the amount of interest
collectable from the Mortgagor pursuant to the 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,
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which Monthly Payments were due during the related Due Period and not received
as of the close of business as of the related Determination Date; provided that
no Advance shall be made if it would be a Nonrecoverable Advance and (B) with
respect to each Balloon Loan delinquent in respect of its Balloon Payment as of
the close of business on the related Determination Date, an amount equal to the
excess, if any, of interest on the unpaid principal balance thereof (with each
interest portion thereof adjusted to a per annum rate equal to the Net Mortgage
Rate), over any payments of interest (with each interest portion thereof
adjusted to a per annum rate equal to the Net Mortgage Rate) received from the
related Mortgagor as of the close of business on the related Determination Date
and allocable to the Due Date during the related Due Period for each month until
such Balloon Loan is finally liquidated, (ii) withdraw from amounts on deposit
in the Custodial Account and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge of any such Advance, or
(iii) make advances in the form of any combination of (i) and (ii) aggregating
the amount of such Advance. Any portion of the Amount Held for Future
Distribution so used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Depositor and the Trustee. In the event that the Master
Servicer determines as of the Business Day preceding any Certificate Account
Deposit Date that it will be unable to deposit in the Certificate Account an
amount equal to the Advance required to be made for the immediately succeeding
Distribution Date, it shall give notice to the Trustee of its inability to
advance (such notice may be given by telecopy), not later than 3:00 P.M., New
York time, on such Business Day, specifying the portion of such amount that it
will be unable to deposit. Not later than 3:00 P.M., New York time, on the
Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New
York time, on such day the Trustee shall have been notified in writing (by
telecopy) that the Master Servicer shall have directly or indirectly deposited
in the Certificate Account such portion of the amount of the Advance as to which
the Master Servicer shall have given notice pursuant to the preceding sentence,
pursuant to Section 7.01, (a) terminate all of the rights and obligations of the
Master Servicer under this Agreement in accordance with Section 7.01 and (b)
assume the rights and obligations of the Master Servicer hereunder, including
the obligation to deposit in the Certificate Account an amount equal to the
Advance for the immediately succeeding Distribution Date. In connection with the
preceding sentence, the Trustee shall deposit all funds it receives pursuant to
this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification or REO Disposition that occurred during the
related Prepayment Period or, in the case of a Servicing
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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 during the related Due Period. The amount of each Realized Loss shall be
evidenced by an Officers' Certificate.
All Realized Losses, other than Excess Losses, on the Group I Loans
shall be allocated as follows: first, to Excess Cash Flow as provided in Section
4.02(II)(a)(x), to the extent of the Excess Cash Flow for such Distribution
Date; second, in reduction of the Overcollateralization Amount, until the
earlier of: (1) such amount has been reduced to zero or (2) the aggregate
Certificate Principal Balance of the Class A-I Certificates and Class M-I
Certificates equals the aggregate Stated Principal Balance of the Group I Loans;
third, to the Class M-I-7 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the M-I-6 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-I-5 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; sixth, to the Class M-I-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; seventh, to the
Class M-I-3 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; eighth, to the M-I-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; ninth, to the Class M-I-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and tenth, to the Class A-I Certificates, with such amount allocated
among each Class of Class A-I Certificates on a pro rata basis, based on the
outstanding Certificate Principal Balance of each such Class prior to giving
effect to distributions to be made on such Distribution Date, until the
Certificate Principal Balance of each such Class has been reduced to zero.
All Realized Losses, other than Excess Losses, on the Group II Loans,
Group III Loans, Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans,
Group VIII Loans and Group IX Loans shall be allocated as follows: first, to the
Class B-II-3 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; second, to the Class B-II-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-II-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-II-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-II-2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; sixth, to the Class M-II-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
(i) in the case of the Group V Loans and Group IX Loans, if any such Realized
Losses are on a Discount Mortgage Loan in such Loan Groups, to the Class A-PO
Certificates in an amount equal to the related Discount Fraction of the
principal portion thereof until the Certificate Principal Balance thereof has
been reduced to zero, and the remainder of such Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans will be allocated among all the remaining related Group A-II
Senior Certificates (other than the Class A-PO Certificates) on a pro rata
basis, as described in paragraph (d) below.
(b) Except as set forth in paragraph (c) below, any Excess Losses on
Non-Discount Mortgage Loans in a Loan Group will be allocated among the related
Group A-II Senior Certificates (other than the Class A-PO Certificates) and the
Group A-II Subordinate Certificates, on a pro rata basis, as described below.
The principal portion of such Realized Losses on the Discount Mortgage Loans in
Loan Group V and Loan Group IX will be allocated to the Class A-PO Certificates
in an amount equal to the related Discount Fraction thereof and the remainder of
such Realized Losses on the Discount Mortgage Loans in such Loan Groups and the
entire amount of such Realized Losses
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on Non-Discount Mortgage Loans in the related Loan Groups will be allocated
among the related Group A-II Senior Certificates (other than the Class A-PO
Certificates) and Group A-II Subordinate Certificates, on a pro rata basis, as
described in paragraph (d) below.
(c) Any amounts otherwise payable to the most subordinate Class of the
Class B-II, Class M-II-3 and Class M-II-2 Certificates outstanding on each
Distribution Date shall be paid to the most senior of the Class A-I Certificates
and Class M-I Certificates outstanding to the extent of any Excess Special
Hazard Losses on the Group I Loans, in an amount up to the remaining Special
Hazard Amount for the Group II Loans, Group III Loans, Group IV Loans, Group V
Loans, Group VI Loans, Group VII Loans, Group VIII Loans and Group IX Loans, in
each case until the Certificate Principal Balances of such Class B-II, Class
M-II-3 and Class M-II-2 Certificates are reduced to zero. Any further Excess
Special Hazard Losses on the Group I Loans shall be allocated to the Class A-I
Certificates and Class M-I Certificates on a pro rata basis. Any Excess Cash
Flow distributable pursuant to Section 4.02(I)(a)(xi) on each Distribution Date
shall be paid to the Group A-II Certificates to the extent of any Excess Special
Hazard Losses on the Group II Loans, Group III Loans, Group IV Loans, Group V
Loans, Group VI Loans, Group VII Loans, Group VIII Loans and Group IX Loans that
are allocable to such Group A-II Certificates, in an amount up to the remaining
Special Hazard Amount for the Group I Loans. Any further Excess Special Hazard
Losses on the Group II Loans, Group III Loans, Group IV Loans, Group V Loans,
Group VI Loans, Group VII Loans, Group VIII Loans and Group IX Loans will be
allocated to the Classes of Certificates related to such Mortgage Loans on a pro
rata basis.
(d) As used herein, an allocation of a Realized Loss on a "pro rata
basis" among two or more specified Classes of Certificates means an allocation
among the various Classes so specified, to each such Class of Certificates on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date in the case
of the principal portion of a Realized Loss or based on the Accrued Certificate
Interest thereon payable on such Distribution Date (without regard to any
Eligible Master Servicing Compensation for such Distribution Date) in the case
of an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses to a Class
of 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. Any allocation of the principal portion of
Realized Losses to the Group A-II Subordinate Certificates then outstanding with
the Lowest Priority shall be made by operation of the definition of "Certificate
Principal Balance" and by operation of the provisions of Section 4.02(II)(a).
Allocations of the interest portions of Realized Losses to the Group A-II
Subordinate Certificates then outstanding with the Lowest Priority shall be made
in proportion to the amount of Accrued Certificate Interest and by operation of
the definition of "Accrued Certificate Interest" and by operation of the
provisions of Section 4.02(II)(a). 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; provided that if any Subclasses of the Interest Only Certificates have
been issued pursuant to Section 5.01(d), such Realized Losses and other losses
allocated to the Interest Only Certificates shall be allocated among such
Subclasses in proportion to the respective amounts of Accrued Certificate
Interest payable on such Distribution Date that would have resulted absent such
reductions.
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Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor; provided, that any such Mortgage
Loan related to Loan Group II, Loan Group III, Loan Group IV, Loan Group V, Loan
Group VI, Loan Group VII, Loan Group VIII or Loan Group IX that becomes 90 days
or more delinquent during any given Calendar Quarter shall only be eligible for
purchase pursuant to this Section during the period beginning on the first
Business Day of the following Calendar Quarter, and ending at the close of
business on the second-to-last Business Day of such following Calendar Quarter.
Such option if not exercised shall not thereafter be reinstated as to any
Mortgage Loan related to Loan Group II, Loan Group III, Loan Group IV, Loan
Group V, Loan Group VI, Loan Group VII, Loan Group VIII or Loan Group IX, unless
the delinquency is cured and the Mortgage Loan thereafter again becomes
delinquent in payment by 90 days or more in a subsequent Calendar Quarter. If at
any time the Master Servicer makes a payment to the Certificate Account covering
the amount of the Purchase Price for such a Mortgage Loan, and the Master
Servicer provides to the Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment of such Mortgage Loan at
the request of the Master Servicer without recourse to the Master Servicer which
shall succeed to all the Trustee's right, title and interest in and to such
Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master Servicer will
thereupon own such Mortgage, and all such security and documents, free of any
further obligation to the Trustee or the Certificateholders with respect
thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
The Limited Repurchase Right Holder will have the irrevocable option at
any time to purchase any of the Group I Loans from the Trustee at the Purchase
Price, up to a maximum of five Group I Loans. In the event that this option is
exercised as to any five Group I Loans in the aggregate, this option will
thereupon terminate. If at any time the Limited Repurchase Right Holder makes a
payment to the Certificate Account covering the amount of the Purchase Price for
such a Group I Loan, and the Limited Repurchase Right Holder provides to the
Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Certificate Account, then the Trustee
shall execute the assignment of such Group I Loan at the request of the Limited
Repurchase Right Holder without recourse, representation or warranty to the
Limited Repurchase
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Right Holder which shall succeed to all the Trustee's right, title and interest
in and to such Group I Loan, and all security and documents relative thereto.
Such assignment shall be an assignment outright and not for security. The
Limited Repurchase Right Holder 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. Any tax on "prohibited transactions"
(as defined in Section 860F(a)(2) of the Code) imposed on any REMIC relating to
the exercise of the option provided in this Section 4.08 shall in no event be
payable by the Trustee.
Section 4.09. Distribution of Group I Basis Risk Shortfall
Carry-Forward Amounts; Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of Class A-I Certificates and Class M-I
Certificates, the Reserve Fund. In addition, on the Closing Date, the Trustee
shall deposit into the Reserve Fund the Reserve Fund Deposit to the extent
received by the Trustee from the Depositor. On each Distribution Date, the
Trustee shall, in accordance with the direction of the Master Servicer, transfer
from the Certificate Account to the Reserve Fund the amounts specified pursuant
to Sections 4.02(I)(a)(xv). On each Distribution Date, to the extent required,
the Trustee shall make, in accordance with the direction of the Master Servicer,
withdrawals from the Reserve Fund and use the amounts in the Reserve Fund solely
from amounts deposited in the Reserve Fund pursuant to Section 4.02(I)(a)(xv),
as follows:
(A) first, to the Class A-I-1 Certificates and Class A-I-2
Certificates, in an amount equal to any Group I Basis Risk
Shortfall Carry-Forward Amount, concurrently on a pro rata basis,
based on the amount of any Group I Basis Risk Shortfall
Carry-Forward Amount for such Classes of Certificates;
(B) second, to the Class M-I-1, Class M-I-2, Class M-I-3,
Class M-I-4, Class M-I-5, Class M-I-6 and Class M-I-7
Certificates, in that order, in an amount equal to any Basis Risk
Shortfall Carry-Forward Amount for such Classes of Certificates;
and
(C) third, to the Class SB Certificates.
Any such amounts transferred shall be treated for federal tax purposes as
amounts distributed by REMIC III to the Class SB Certificateholders. 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 4.09. The Reserve Fund constitutes an "outside reserve fund" within
the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of
the REMICs. The Class SB Certificateholders shall be the owners of the Reserve
Fund, and
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for all federal tax purposes, amounts transferred by the REMICs to the Reserve
Fund shall be treated as amounts distributed by the REMICs to either the Class
SB Certificateholders as designated in Section 4.02(I)(a). The Trustee shall
keep records that accurately reflect the funds on deposit in the Reserve Fund.
The Trustee shall, at the direction of the Master Servicer, invest amounts on
deposit in the Reserve Fund in Permitted Investments. In the absence of written
direction to the Trustee from the Master Servicer, all funds in the Reserve Fund
shall remain uninvested. On each Distribution Date, the Trustee shall distribute
any interest on the Reserve Fund to the holder of the Reserve Fund Residual
Right, in accordance with the Master Servicer's direction.
(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
Certificates, and such Reserve Fund Residual Right shall at all times be owned
by and allocated to Class SB Certificates on a pro rata basis. So long as
Residential Funding is the holder of the Class SB Certificates, any amounts
payable to the holder of the Reserve Fund Residual Right shall be payable to
Residential Funding. In the event of a transfer of the ownership in any of the
Class SB Certificates by Residential Funding, the Reserve Fund Residual Right
will be transferred along with such Class SB Certificates.
Section 4.10. Derivative Contracts.
(a) The Trustee shall, at the direction of the Master Servicer, on
behalf of the Trust Fund I, enter into Derivative Contracts, solely for the
benefit of the Class SB Certificates. Any such Derivative Contract shall
constitute a fully prepaid agreement. The Master Servicer shall determine, in
its sole discretion, whether any Derivative Contract conforms to the
requirements of Section 4.10(b) and (c). Any acquisition of a Derivative
Contract shall be accompanied by an appropriate amendment to this Agreement,
including an Opinion of Counsel, as provided in Section 11.01, and either (i) an
Opinion of Counsel to the effect that the existence of the Derivative Contract
meets the requirements of this Section 4.10 and will not adversely affect the
availability of the exemptive relief afforded under ERISA by U.S. Department of
Labor Prohibited Transaction Exemption 94-29, as most recently amended, 67 Fed.
Reg. 54487 (August 22, 2002), or Prohibited Transaction Class Exemption 95-60,
60 Fed. Reg. 35925 (July 12, 1995), to the Holders of the Class A Certificates
or Class M Certificates, respectively, as of the date the Derivative Contract is
entered into by the Trustee or (ii) the consent of each Holder of a Class A
Certificate or a Class M Certificate to the acquisition of such Derivative
Contract. All collections, proceeds and other amounts in respect of the
Derivative Contracts payable by the Derivative Counterparty shall be distributed
to the Class SB Certificates on the Distribution Date following receipt thereof
by the Trustee, in accordance with the Master Servicer's direction. In no event
shall such an instrument constitute a part of any REMIC created hereunder. In
addition, in the event any such instrument is deposited, the Trust Fund I shall
be deemed to be divided into two separate and discrete sub-Trusts. The assets of
one such sub-Trust shall consist of all the assets of Trust Fund I other than
such instrument and the assets of the other sub-Trust shall consist solely of
such instrument.
(b) Any Derivative Contract that provides for any payment obligation on
the part of Trust Fund I must (i) be without recourse to the assets of Trust
Fund I, (ii) contain a non-petition covenant provision from the Derivative
Counterparty, (iii) limit payment dates thereunder to Distribution Dates and
(iv) contain a provision limiting any cash payments due to the Derivative
Counterparty on any
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day under such Derivative Contract solely to funds available therefor in the
Certificate Account available to make payments to the Holders of the Class SB
Certificates on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct payment of
any amounts by the Derivative Counterparty thereunder to the Certificate Account
at least one Business Day prior to the related Distribution Date, (ii) contain
an assignment of all of the Trust Fund I's rights (but none of its obligations)
under such Derivative Contract to the Trustee on behalf of the Class SB
Certificateholders and shall include an express consent to the Derivative
Counterparty to such assignment, (iii) provide that in the event of the
occurrence of an Event of Default, such Derivative Contract shall terminate upon
the direction of a majority Percentage Interest of the Class SB Certificates,
and (iv) prohibit the Derivative Counterparty from "setting-off' or "netting"
other obligations of Trust Fund I and its Affiliates against such Derivative
Counterparty's payment obligations thereunder.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B-II and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C, D and E, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Depositor upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Class A, other than the Interest Only
Certificates, Class M-I-1 and Class M-II-1 Certificates shall be issuable in
minimum dollar denominations of $25,000 and integral multiples of $1 in excess
thereof. The Class M-I-2, Class M-I-3, Class M-I-4, Class M-I-5, Class M-I- 6,
Class M-I-7, Class M-II-2 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 Interest Only Certificates shall be issuable in minimum dollar
denominations of $250,000 and integral multiples of $1 in excess thereof. The
Class B-II Certificates shall be issuable in minimum denominations of $100,000
and integral multiples of $1 in excess thereof, except that one of each of the
Class B-II Certificates will be issued evidencing the sum of an authorized
denomination thereof plus the remainder of the aggregate initial Certificate
Principal Balance of such class. Each Class of Class R Certificates shall be
issued in registered, certificated form in minimum percentage interests of
20.00% and integral multiples of 0.01% in excess thereof; provided, however,
that one Class R Certificate of each Class will be issuable to the REMIC
Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.The
Certificates shall be executed by manual or facsimile signature on behalf of an
authorized officer of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates and Class M Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided below, registration of such Certificates may
not be transferred by the Trustee except to another Depository that agrees to
hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold their respective Ownership
Interests in and to each Class A Certificate and Class M Certificate, through
the book-entry facilities of the Depository and, except as provided below, shall
not be entitled to Definitive Certificates in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book- Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests only in the Book-Entry Certificates of Certificate
Owners it
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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.
(c) Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York
and any other applicable jurisdiction, to the extent that any of such laws may
be applicable.
(d) From time to time the initial Holder of the Interest Only
Certificates, may exchange such Holder's Interest Only Certificates for
Subclasses of Interest Only Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-IO-1 REMIC III Regular Interests
corresponding to the Class A-IO-1 Certificates and the Uncertificated Class
A-IO-2 REMIC III Regular Interests corresponding to the Class A-IO-2
Certificates so surrendered for exchange. Any Subclass so issued shall bear a
numerical designation commencing with Class A-IO-1 or Class A-IO-2, as the case
may be, and continuing sequentially thereafter, and will evidence ownership of
the Uncertificated REMIC III Regular Interest or Interests specified in writing
by such initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on, the
Holder's
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determinations of the Uncertificated Class A-IO-1 REMIC III Regular Interests or
Uncertificated Class A-IO-1 REMIC III Regular Interests corresponding to any
Subclass, the Initial Notional Amount and the initial Pass-Through Rate on a
Subclass as set forth in such Request for Exchange and the Trustee shall have no
duty to determine if any Uncertificated Class A-IO-1 REMIC II Regular Interest
or Uncertificated Class A-IO-2 REMIC II Regular Interest designated on a Request
for Exchange corresponds to a Subclass which has previously been issued. Each
Subclass so issued shall be substantially in the form set forth in Exhibit A and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery in accordance with Section
5.01(a). Every Certificate presented or surrendered for exchange by the initial
Holder shall (if so required by the Trustee or the Certificate Registrar) be
duly endorsed by, or be accompanied by a written instrument of transfer attached
to such Certificate and shall be completed to the satisfaction of the Trustee
and the Certificate Registrar duly executed by, the initial Holder thereof or
his attorney duly authorized in writing. The Certificates of any Subclass of
Class A-IO-1 Certificates or Class A- IO-2 Certificates may be transferred in
whole, but not in part, in accordance with the provisions of Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.11
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.11 and, in the case of any Class M, Class B-II or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB, Class
B or Class R Certificate shall be made unless such transfer, sale, pledge or
other disposition is exempt from the
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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, Class B 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, Class B
or Class R Certificates may be made in accordance with this Section 5.02(d) if
the prospective transferee of such a Certificate provides the Trustee and the
Master Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor, or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB,
Class B 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.
(e) (i) In the case of any 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 B, Class SB or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not
subject the Trustee, the Depositor or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Trust Fund, 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 paragraph six of Exhibit I or paragraph three of
Exhibit N (with respect to a Class B Certificate or a Class SB Certificate) or
in paragraph fifteen 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 or arrangement subject to the prohibited transaction provisions of ERISA or
Section 4975 of the Code (a "Plan"), or any Person (including an insurance
company investing its general accounts, an
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investment manager, a named fiduciary or a trustee of any Plan) who is using
"plan assets" of any Plan, within the meaning of the U.S. Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, to effect such acquisition
(a "Plan Investor") or (b) in the case of a 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").
(ii) Any Transferee of a Class M Certificate will be deemed to
have represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on Prohibited
Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed.
Reg. 67765 (November 13, 2000), and PTE 2002-41, 67 Fed. Reg. 54487 (August 22,
2002) (the "RFC Exemption"), and that it understands that there are certain
conditions to the availability of the RFC Exemption including that such
Certificate must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by Standard & Poor's, Fitch or Moody's or (c) such Transferee is
a Complying Insurance Company.
(iii) (A) If any Class M Certificate (or any interest therein) is
acquired or held by any Person that does not satisfy the conditions described in
paragraph (ii) above, then the last preceding Transferee that either (i) is not
a Plan Investor, (ii) acquired such Certificate in compliance with the RFC
Exemption, or (iii) 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 such Class M Certificate.
The Trustee shall be under no liability to any Person for making any payments
due on such Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Class M Certificate (or interest therein) was effected in violation of the
restrictions in this Section 5.02(e) 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.
(f) (i)Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
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(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit H-1)
from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit
H-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement has
actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer
its Ownership Interest in a Class R Certificate and (y) not to transfer
its Ownership Interest unless it provides a certificate to the Trustee
in the form attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit H-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
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(A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a Non-United States Person
shall become a holder of a Class R Certificate, then the last preceding
United States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for
any registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments due on
such Certificate to the holder thereof or for taking any other action
with respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause (iii)(A) above
shall be invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as the Master
Servicer may choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with the instructions
of the Master Servicer. Such purchaser may be the Master Servicer itself
or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership Interest
in a Class R Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a
Class R Certificate to any Person who is a Disqualified
Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided
to the Internal Revenue Service and certain Persons as described
in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate
or organization described in Section 1381 of the Code that holds
an Ownership Interest in a Class R Certificate having as among
its record holders at any time any Person who is a Disqualified
Organization.
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Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current ratings, if any, of the Class A Certificates below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency;
and
(B) a certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will
not cause any of REMIC I, REMIC II or REMIC III to cease to
qualify as a REMIC and will not cause (x) any of REMIC I, REMIC
II 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.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
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Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the 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 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(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.02. In the event of
any such appointment, on or prior to each Distribution Date the Master Servicer
on behalf of the Trustee shall deposit or cause to be deposited with the Paying
Agent a sum sufficient to make the payments to Certificateholders in the amounts
and in the manner provided for in Section 4.02 and 4.03, such sum to be held in
trust for the benefit of Certificateholders. The Trustee shall cause each Paying
Agent to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee that such Paying Agent will hold all sums
held by it for the payment to Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. Any sums so held by such Paying Agent shall be held only in
Eligible Accounts to the extent such sums are not distributed to the
Certificateholders on the date of receipt by such Paying Agent.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master
Servicer.
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein. By
way of illustration and not limitation, the Depositor is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or 10.01 to assume any obligations of the Master Servicer or to
appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the
Master Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A Certificates and Class M 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).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Depositor, is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such assignment and
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delegation will not be qualified, reduced or withdrawn as a result of such
assignment and delegation (as evidenced by a letter to such effect from each
Rating Agency). In the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this Agreement, except
that the Master Servicer shall remain liable for all liabilities and obligations
incurred by it as Master Servicer hereunder prior to the satisfaction of the
conditions to such assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the Depositor, the Master
Servicer and Others.
Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor and the Master Servicer shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination
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permitting the resignation of the Depositor or the Master Servicer shall be
evidenced by an Opinion of Counsel (at the expense of the resigning party) to
such effect delivered to the Trustee. No such resignation by the Master Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in accordance
with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to Holders of Certificates of any Class any distribution required to
be made under the terms of the Certificates of such Class and this Agreement
and, in either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring such
failure to be remedied, shall have been given to the Master Servicer by the
Trustee or the Depositor or to the Master Servicer, the Depositor and the
Trustee by the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Master Servicer contained in the Certificates of any Class or in this Agreement
and such failure shall continue unremedied for a period of 30 days (except that
such number of days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or relating
to, the Master Servicer or of, or relating to, all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
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(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, by notice in writing to the Master Servicer (and to the Depositor
if given by the Trustee or to the Trustee if given by the Depositor), terminate
all of the rights and obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder. If an Event of Default described in clause
(vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and
the Depositor, immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder as
provided in Section 4.04(b). On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a Holder
thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass
to and be vested in the Trustee or the Trustee's designee appointed pursuant to
Section 7.02; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting
the termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time be credited to
the Custodial Account or the Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall release the Master
Servicer for any liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination. Notwithstanding any
termination of the activities of Residential Funding in its capacity as Master
Servicer hereunder, Residential Funding shall be entitled to receive, out of any
late collection of a Monthly Payment on a Mortgage Loan which was due prior to
the notice terminating Residential Funding's rights and obligations as Master
Servicer hereunder and received after such notice, that portion to which
Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii),
(vi) and (vii) as well as its Servicing Fee in respect thereof, and any other
amounts payable to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the termination of
Residential Funding as Master Servicer hereunder the Depositor shall deliver to
the Trustee as successor Master Servicer a copy of the Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Depositor and with the Depositor's consent
(which shall not be unreasonably withheld) a designee (which meets the standards
set forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on
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the Master Servicer (except for the responsibilities, duties and liabilities
contained in Sections 2.02 and 2.03(a), excluding the duty to notify related
Subservicers as set forth in such Sections, and its obligations to deposit
amounts in respect of losses incurred prior to such notice or termination on the
investment of funds in the Custodial Account or the Certificate Account pursuant
to Sections 3.07(c) and 4.01(c) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder as
successor Master Servicer. As compensation therefor, the Trustee as successor
Master Servicer shall be entitled to all funds relating to the Mortgage Loans
which the Master Servicer would have been entitled to charge to the Custodial
Account or the Certificate Account if the Master Servicer had continued to act
hereunder and, in addition, shall be entitled to the income from any Permitted
Investments made with amounts attributable to the Mortgage Loans held in the
Custodial Account or the Certificate Account. If the Trustee has become the
successor to the Master Servicer in accordance with Section 6.04 or Section
7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, which is also a Xxxxxx Xxx or Xxxxxxx Mac- approved mortgage
servicing institution, having a net worth of not less than $10,000,000 as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its records to reflect the
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to
the Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage 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,
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costs of preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this subsection (b). The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which
such assignment was recorded.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents in a timely
fashion. The Trustee shall forward, cause to be forwarded or make available
electronically on its website in a timely fashion the notices, reports and
statements required to be forwarded by the Trustee pursuant to Sections 4.03,
7.03, and 10.01. The Trustee shall furnish in a timely fashion to the Master
Servicer such information as the Master Servicer may reasonably request from
time to time for the Master Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of each of REMIC
I, REMIC II and REMIC III as a REMIC under the REMIC Provisions and subject to
Section 10.01(f) to prevent the imposition of any federal, state or local
income, prohibited transaction (except as provided in Sections 2.04 and 4.08
herein), contribution or other tax on the Trust Fund to the extent that
maintaining such status and avoiding such taxes are reasonably within the
control of the Trustee and are reasonably within the scope of its duties under
this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Master Servicer and
which on their face, do not contradict the requirements of this
Agreement;
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(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less
than 25% of the affected classes as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer
of the Trustee assigned to and working in the Corporate Trust Office
obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Depositor or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
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(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by the
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Master
Servicer, if an Event of Default shall have occurred and is continuing,
and otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys;
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as 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;
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(viii) Subject to compliance with all applicable federal, state
and local laws, in order to comply with its duties under the U.S.
Patriot Act, the Trustee shall obtain and verify certain information and
documentation from the other parties hereto, including, but not limited
to, such party's name, address, and other identifying information.
(b) Following the issuance of the Certificates (and except as provided
for in Section 2.04), the Trustee shall not accept any contribution of assets to
the Trust Fund unless it shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will not (i) cause any of REMIC
I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that any
Certificates are outstanding or (ii) cause the Trust Fund to be subject to any
federal tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any co-
trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
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(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent of the Master
Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein. Notwithstanding the foregoing,
the indemnification provided by the Master Servicer in this Section 8.05(b)
shall not pertain to any loss, liability or expense of the Trustee, including
the costs and expenses of defending itself against any claim, incurred in
connection with any actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted
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appointment within 30 days after the giving of such notice of resignation then
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Depositor determines that the Trustee has failed (i) to distribute or cause
to be distributed to Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Depositor) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Depositor,
then the Depositor may remove the Trustee and appoint a successor trustee by
written instrument delivered as provided in the preceding sentence. In
connection with the appointment of a successor trustee pursuant to the preceding
sentence, the Depositor shall, on or before the date on which any such
appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
an instrument accepting 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,
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the Master Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular
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act or acts are to be performed (whether as Trustee hereunder or as successor to
the Master Servicer hereunder), the Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co- trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11. The Trustee will maintain an 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 DTC Transfer
Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, Xxx Xxxx, Xxx Xxxx 00000 for
the purpose of keeping the Certificate Register. The Trustee will maintain an
office at the address stated in Section 11.05(c) hereof where notices and
demands to or upon the Trustee in respect of this Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of
All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and
all property acquired in respect of any Group I Loan remaining in Trust
Fund I or the purchase by the Master Servicer of all Group II Loans,
Group III Loans, Group IV Loans, Group V Loans Group VI Loans, Group VII
Loans, Group VIII Loans and Group IX Loans and all property acquired in
respect of any Group II Loan, Group III Loan, Group IV Loan, Group V
Loan, Group VI Loan, Group VII Loan, Group VIII Loan and Group IX Loan
remaining in Trust Fund II, in each case, at a price equal to 100% of
the unpaid principal balance of each related 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
or REMIC III as a REMIC. The purchase price paid by the Master Servicer
shall also include any amounts owed by Residential Funding pursuant to
the Section 4 of the Assignment Agreement in respect of any liability,
penalty or expense that resulted from a breach of the representation and
warranty set forth in Section 4(bb) that remain unpaid on the date of
such purchase.
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The right of the Master Servicer or the Company to purchase all the
assets of Trust Fund I pursuant to clause (ii) above is conditioned upon the
date of such purchase occurring on or after the Group I Optional Termination
Date. The right of the Master Servicer or the Company to purchase all the assets
of Trust Fund II pursuant to clause (ii) above is conditioned upon the date of
such purchase occurring on or after the Group II Optional Termination Date. If
such right is exercised by the Master Servicer, 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. 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 to the Trustee the certification
required by Section 3.15 and the Trustee and any Custodian shall, promptly
following payment of the purchase price, release to the Master Servicer the
Mortgage Files pertaining to the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on or after the
Group I Optional Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Class A-I Certificates and Class M-I Certificates in
whole, but not in part, at a price equal to aggregate outstanding Certificate
Principal Balance of the Class A-I Certificates and Class M-I Certificates, plus
one month's Accrued Certificate Interest on the Class A-I Certificates and Class
M-I Certificates, any previously unpaid Accrued Certificate Interest, and any
unpaid Prepayment Interest Shortfall previously allocated thereto. On any
Distribution Date on or after the Group II Optional Termination Date, the Master
Servicer shall have the right, at its option, to purchase the Group A-II
Certificates in whole, but not in part, at a price equal to aggregate
outstanding Certificate Principal Balance of the Group A-II Certificates, plus
one month's Accrued Certificate Interest on the Group A-II Certificates, any
previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. If the Master Servicer
exercises this right to purchase the outstanding Class A-I Certificates and
Class M-I Certificates or Group A-II Certificates, the Master Servicer will
promptly terminate the respective obligations and responsibilities created
hereby in respect of these Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer anticipates
that the final distribution will be made to Certificateholders (whether as a
result of the exercise by the Master Servicer of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
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(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the
Master Servicer elected to so repurchase, an amount equal to the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest and any unpaid Prepayment Interest Shortfall previously
allocated thereto.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
Section 9.02. Additional Termination Requirements.
(a) Each of REMIC I, REMIC II and REMIC III, 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
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Trustee) to the effect that the failure of any of REMIC I, REMIC II and REMIC
III, 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 or REMIC III to fail to qualify as a REMIC at any time that
any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for each of REMIC I, REMIC II and REMIC III, 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 and REMIC III, under
Section 860F of the Code and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90- day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase
the assets of the Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter ends after the
commencement of the 90- day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the assets of
the Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each of REMIC I, REMIC II and REMIC III at the
expense of the Trust Fund in accordance with the terms and conditions of this
Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I, REMIC II and REMIC III 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" in REMIC II and the Class R-II Certificates shall be designated as
the sole class of "residual interests" in REMIC II. The Class A-I, Class A-II,
Class A-III, Class A-IV, Class A-V, Class A-VI, Class A- VII, Class A-VIII,
Class A-IX, Class A-PO, Class M, Class B and Class SB Certificates and the
Uncertificated REMIC III Regular Interests shall be designated as the "regular
interests" in REMIC III and the Class R-III Certificates shall be designated the
sole class of "residual interests" in REMIC III. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in REMIC III other than the Regular Certificates and
the Uncertificated REMIC III Regular Interests.
(b) The Closing Date is hereby designated as the "startup day" of each
of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of
the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each
REMIC representing a 0.01% Percentage Interest of the Class R Certificates in
each REMIC and shall be designated as the "tax matters person" with respect to
each of REMIC I, REMIC II and REMIC III 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 and REMIC III 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.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a
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timely manner. The expenses of preparing such returns shall be borne by the
REMIC Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with respect to
any tax or liability arising from the Trustee's signing of Tax Returns that
contain errors or omissions. The Trustee and Master Servicer shall promptly
provide the REMIC Administrator with such information as the REMIC Administrator
may from time to time request for the purpose of enabling the REMIC
Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I, REMIC II or REMIC
III as a REMIC or (ii) result in the imposition of a tax upon any of REMIC I,
REMIC II or REMIC III (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code (except as provided in
Sections 2.04 and 4.08) 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
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Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer or the REMIC Administrator, as
applicable, has advised it in writing that it has received an Opinion of Counsel
to the effect that an Adverse REMIC Event could occur with respect to such
action. In addition, prior to taking any action with respect to the Trust Fund
or its assets, or causing the Trust Fund to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the Trust Fund and the Trustee shall not
take any such action or cause the Trust Fund to take any such action as to which
the Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that an Adverse REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may
be required by the Code, the Master Servicer or the REMIC Administrator, as
applicable, will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the assets of
the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any REMIC as defined in Section
860G(c) of the Code, on any contributions to any REMIC after the startup day
therefor pursuant to Section 860G(d) of the Code, or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the startup day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party 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 or REMIC III 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.
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(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II
or REMIC III will receive a fee or other compensation for services nor permit
any of REMIC I, REMIC II or REMIC III to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the principal
balance of each regular interest in each REMIC would be reduced to zero is
October 25, 2031 with respect to the Class A-I Certificates and Class M-I
Certificates, and November 25, 2031 with respect to the Group A-II Certificates.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect adversely the status of any of REMIC I, REMIC II or REMIC III 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.
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X. In the event
that Residential Funding is no longer the Master Servicer, the Trustee shall
indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's covenants set forth in Article
VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent
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such breach is a result of an error or omission in information provided to the
REMIC Administrator by the Master Servicer in which case Section 10.02(c) will
apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
Section 10.03 Distributions on the REMIC I Regular Interests and
the REMIC II Regular Interests.
(I) Distributions on the REMIC I Regular Interests.
(a) On each Distribution Date, the following amounts, in the
following order of priority, shall be deemed distributed by REMIC I to REMIC III
on account of the REMIC I Regular Interests:
(i) to the extent of the Available Distribution Amount, to
the Holders of
the REMIC I Regular Interests, 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 I Regular
Interest ZZ on a Distribution Date shall be reduced when the REMIC I
Overcollateralization Amount is less than the REMIC I Required
Overcollateralization Amount for such Distribution Date, by the lesser of (x)
the amount of such difference and (y) the REMIC I Regular Interest ZZ Maximum
Interest Deferral Amount, and such amount will be payable to the Holders of
REMIC I Regular Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular
Interest M-I-1, REMIC I Regular Interest M-I-2, REMIC I Regular Interest M-I-3,
REMIC I Regular Interest M-I-4, REMIC I Regular Interest M-I-5, REMIC I Regular
Interest M-I-6 and REMIC I Regular Interest M-I-7, in the same proportion as the
Overcollateralization Increase Amount is distributed to the Corresponding Class
for each such REMIC I Regular Interest, respectively, on such Distribution Date
and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be
increased by such amount; and
(ii) on each Distribution Date, to the Holders of REMIC I
Regular Interests
in an amount equal to the remainder of the 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 I Regular Interest
AA, 98.00% of such remainder until the Uncertificated Principal Balance of such
REMIC I Regular Interest is reduced to zero; (B) to the Holders of the REMIC I
Regular Interests X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, M-I-6 and
M-I-7, 1.00% of such remainder, in the same proportion as principal payments are
allocated to the Corresponding Class for each such REMIC I Regular Interest,
respectively, until the Uncertificated Principal Balance of each such REMIC I
Regular Interest is reduced to zero; (C) to the Holders of the REMIC I Regular
Interest ZZ, 1.00% of such remainder until the Uncertificated Principal Balance
of such REMIC I Regular
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Interest is reduced to zero; and (D) any remaining amounts to the Holders of the
Class R-I Certificates; provided, however, that 98.00% and 2.00% of any
principal payments that are attributable to a Overcollateralization Reduction
Amount shall be distributed to Holders of REMIC I Regular Interest AA and REMIC
I Regular Interest ZZ, respectively.
(iii) All Realized Losses on the Group I Loans shall be
allocated on each
Distribution Date to the following REMIC I Regular Interests in the specified
percentages, as follows: first, to Uncertificated Accrued Interest payable to
the REMIC I Regular Interests AA and ZZ up to an aggregate amount equal to the
excess of (a) the REMIC I Interest Loss Allocation Amount over (b) Prepayment
Interest Shortfalls relating to the Group I Loans for such Distribution Date,
98% and 2%, respectively; second, to the Uncertificated Principal Balances of
the REMIC I Regular Interests AA and ZZ up to an aggregate amount equal to the
REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively; third, to
the Uncertificated Principal Balances of REMIC I Regular Interests AA, M-I-7 and
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest M-I-7 has been reduced to zero; fourth, to the Uncertificated
Principal Balances of REMIC I Regular Interests AA, M-I-6 and ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
M-I-6 has been reduced to zero; fifth, to the Uncertificated Principal Balances
of REMIC I Regular Interests AA, M-I-5 and ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC I Regular Interest M-I-5 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I
Regular Interests AA, M-I-4, and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest M-I-4 has been reduced to
zero; seventh, to the Uncertificated Principal Balances of REMIC I Regular
Interests AA, M-I-3, and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest M-I-3 has been reduced to
zero; eighth, to the Uncertificated Principal Balances of REMIC I Regular
Interests AA, M-I-2, and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest M-I-2 has been reduced to
zero; ninth, to the Uncertificated Principal Balances of REMIC I Regular
Interests AA, M-I-1, and ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest M-I-1 has been
reduced to zero; and tenth, to the Uncertificated Principal Balances of REMIC I
Regular Interests AA, 98%, A-I- 1 and A-I-2 1% pro rata, and ZZ, 1%, until the
Uncertificated Balance of each of REMIC I Regular Interests A-I-1 and A-I-2 have
been reduced to zero.
(b) Notwithstanding the deemed distributions on the REMIC I
Regular Interests described in this Section 10.03(I), distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
(II) Distributions on the REMIC II Regular Interests.
(a) On each Distribution Date, the following amounts, in the
following order of priority, shall be deemed distributed by REMIC II to REMIC
III on account of the REMIC II Regular Interests:
(i) On each Distribution Date the Trustee shall be deemed
to distribute to
itself on a pro rata basis, as the holder of the REMIC II Regular Interests,
Uncertificated Accrued Interest on the REMIC II Regular Interests for such
Distribution Date, plus any Uncertificated Accrued Interest thereon remaining
unpaid from any previous Distribution Date.
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(ii) On each Distribution Date, distributions of principal
shall be deemed
to be made to the REMIC II Regular Interests, in each case from the related Loan
Group, first, to each REMIC II Regular Interest ending with the designation "A,"
so that the Uncertificated Principal Balance of each such REMIC II Regular
Interest is equal to 1.00% of the excess of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group over (y) the Certificate
Principal Amount of the related Senior Certificates, including the applicable
portions of the Class A- PO Certificates (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that the
REMIC II Subordinated Balance Ratio is maintained); and second, any remaining
principal in each Loan Group to the related REMIC II Regular Interest ending
with the designation "ZZZ" (provided that a portion of the remaining principal
equal to the Class A-PO Principal Distribution Amount will be distributed to
REMIC II Regular Interest A-PO). Realized Losses from each Loan Group shall be
applied after all distributions have been made on each Distribution Date first,
to the related REMIC II Regular Interest ending with the designation "A," so
that the Uncertificated Principal Balance of each such REMIC II Regular Interest
is equal to 1.00% of the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the Certificate Principal
Amount of the related Senior Certificates (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
Realized Losses shall be applied to such REMIC II Regular Interests such that
the REMIC II Subordinated Balance Ratio is maintained); and second, any
remaining Realized Losses from each Loan Group shall be allocated to the related
REMIC II Regular Interests ending with the designation "ZZZ" (except that if a
Realized Loss is recognized with respect to a Discount Mortgage Loan that is a
Group V Loan or Group IX Loan, the applicable portion of such Realized Loss will
be allocated to REMIC II Regular Interest A-PO).
(b) Notwithstanding the deemed distributions on the REMIC II
Regular Interests described in this Section 10.03(II), distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.04.Distributions on the Uncertificated REMIC III Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC III Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC III Regular
Interests for such Distribution Date, plus any Uncertificated Accrued Interest
thereon remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-IO-1
Certificates and Class A-IO-2 Certificates under Section 4.05 shall be deemed
allocated to the related Uncertificated REMIC III Regular Interests on a pro
rata basis based on the related Uncertificated Accrued Interest for the related
Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Section 4.02(II)(a), to the
Class A-IO-1 Certificates and Class A-IO-2 Certificates, the amounts
distributable thereon from the related Uncertificated REMIC Regular Interest
Distribution Amounts deemed to have been received by the Trustee from the Trust
Fund
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under this Section 10.05. The amount deemed distributable hereunder with respect
to the Class A-IO- 1 Certificates and Class A-IO-2 Certificates shall equal 100%
of the amounts payable with respect to the related Uncertificated REMIC III
Regular Interests.
(d) Notwithstanding the deemed distributions on the REMIC II Regular
Interests described in this Section 10.04, distributions of funds from the
Certificate Account shall be made only in accordance with Section 4.02.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Depositor, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of REMIC I, REMIC II or REMIC III as REMICs at all times
that any Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code that
would be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates by virtue of their being the "residual interests" in the
Trust Fund provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates below the lower
of the then- current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with
165
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.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Trustee and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment is permitted under this
Agreement and 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 or REMIC III to fail to qualify as REMICs at any time that any
Certificate is outstanding. The Trustee may but shall not be obligated to enter
into any amendment pursuant to this Section that affects its rights, duties and
immunities and this agreement or otherwise; provided however, such consent shall
not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or
166
other shortfalls. Any such instrument or fund shall be held by the Trustee for
the benefit of the Class R Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the REMIC. To the extent that
any such instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve fund
and not an asset of the REMIC, (ii) any such reserve fund shall be owned by the
Depositor, and (iii) amounts transferred by the REMIC to any such reserve fund
shall be treated as amounts distributed by the REMIC to the Depositor or any
successor, all within the meaning of Treasury regulations Section 1.860G-2(h).
In connection with the provision of any such instrument or fund, this Agreement
and any provision hereof may be modified, added to, deleted or otherwise amended
in any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Depositor and such related insurer
but without the consent of any Certificateholder and without the consent of the
Master Servicer or the Trustee being required unless any such amendment would
impose any additional obligation on, or otherwise adversely affect the interests
of the Certificateholders, the Master Servicer or the Trustee, as applicable;
provided that the Depositor obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment will not
cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code and (b) any of REMIC I, REMIC II or REMIC III 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 Group A-II Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit L, with such changes as the Depositor shall deem to
be appropriate; it being understood that the Trustee has reviewed and approved
the content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 11.02.Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03.Limitation on Rights of Certificateholders.
167
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04.Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
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, 2255
000
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, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention:
Residential Asset Mortgage Products Inc. Series 2004-SL1 or such other address
as may hereafter be furnished to the Depositor and the Master Servicer in
writing by the Trustee; (d) in the case of Standard & Poor's, 00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 Attention: Mortgage Surveillance or such other address
as may be hereafter furnished to the Depositor, Trustee and Master Servicer by
Standard & Poor's; (e) in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: ABS Monitoring Department, or such other address as may
be hereafter furnished to the Depositor, the Trustee and the Master Servicer in
writing by Moody's; and (f) in the case of Fitch, Xxx Xxxxx Xxxxxx Xxxxx, 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 Fitch. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06.Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and each Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under 152 any such instrument,
(e) the statement required to be delivered to the Holders of each Class
of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
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(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided,
however, that with respect to notice of the occurrence of the events described
in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt
written notice to each Rating Agency and the Subservicer of any such event known
to the Master Servicer.
Section 11.07.Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08.Supplemental Provisions for Resecuritization.
(a) This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Depositor, the Master Servicer and the Trustee; provided, that neither 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 or REMIC III 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.
170
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 day and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
Attest: By:
Name: Xxxx Xxxxxxxx Name: Xxxxx Xxxxxxxxxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
Name: Xxxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxx
Title: Managing Director Title: Managing Director
[Seal] DEUTSCHE BANK TRUST COMPANY
AMERICAS
as Trustee
Attest:
Name:
Title: By:
Name:
Title:
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of March, 2004 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 30th day of March, 2004 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]
000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of March, 2004 before me, a notary public in and
for said State, personally appeared ____________________, known to me to be a
_________________ of Deutsche Bank Trust Company Americas, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
___________________
[Notarial Seal]
174
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.
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.
Certificate No. [____] [____]% [Adjustable] [Variable] Pass-Through
Rate
Class [A-___] Senior Percentage Interest: ____%
Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal
Cut-off Date: Balance] [Notional Amount] of the Class [A-
March 1, 2004 ___] Certificates: $________
First Distribution Date: [Initial] [Certificate Principal Balance]
April 26, 2004 [Notional Amount] of this Certificate:
$[______________]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
[ ][ ] [______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2004-SL1
evidencing a percentage interest in the distributions
allocable to the Class A-__ Certificates with respect to a
Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed and adjustable interest rate first and
second 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 Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate [(obtained by dividing the
[Initial Certificate Principal Balance] [Initial Notional Amount] of this
Certificate by the aggregate [Initial Certificate Principal Balance of all Class
A-__ Certificates] [Initial Notional Amount of all [Class A-IO-1][Class A-IO-2]
Certificates], both as specified above)] 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
A-2
second lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset
Mortgage Products, Inc. (hereinafter called the "Company," 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 of March 1, 2004
(the "Pooling and Servicing Agreement" or the "Agreement") among the Company,
the Master Servicer and Deutsche Bank Trust Company Americas, 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][on the Business Day
prior to such Distribution Date] (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. [The Notional Amount of the [Class A-IO-1][Class A-IO-2]
Certificates as of any date of determination is equal to the aggregate stated
principal balance of the Mortgage Loans corresponding to the uncertificated
REMIC regular interests represented by such [Class A-IO-1][Class A-IO-2]
Certificates.]
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] [Initial Notional Amount] of this Certificate is
set forth above.] [The Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and any Realized Losses
allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the related 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
A-3
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 Company 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 Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, 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 Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, 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 Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
A-4
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining [Group I Loans][Group II Loans, Group III
Loans, Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans, Group
VIII Loans and Group IX] 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 to (i) purchase at
a price determined as provided in the Agreement all remaining [Group I
Loans][Group II Loans, Group III Loans, Group IV Loans, Group V Loans, Group VI
Loans, Group VII Loans, Group VIII Loans and Group IX] and all property acquired
in respect of any Mortgage Loan in a Loan Group or (ii) purchase in whole, but
not in part, all of the Certificates related to a loan group from the Holders
thereof; provided, that any such option may only be exercised if the pool Stated
Principal Balance of the related Mortgage Loans as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less than [ten] [one]
percent of the Cut-off Date Principal Balance of the related 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.
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.
Dated: Xxxxx 00, 0000 XXXXXXXX BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
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) a Percentage Interest evidenced by the within Mortgage
Asset-Backed 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.
A-7
EXHIBIT B
FORM OF CLASS M CERTIFICATE AND CLASS B CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-[ ] CERTIFICATES] [CLASS B-II-[__] CERTIFICATES] 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.]
[ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE (INCLUDING
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN)) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PERSON, 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"), (B) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN
RELIANCE ON PROHIBITED TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674
(MARCH 29, 1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021 (JULY 21, 1997),
PTE 2000-58, 65 FED. REG. 67765 (NOVEMBER 13, 2000), AND PTE 2002-41, 67 FED.
REG. 54487 (AUGUST 22, 2002) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT
THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING
THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN
"BBB- " (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR XXXXX'X OR (C)(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 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 (C), A
"COMPLYING INSURANCE COMPANY").
B-1
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, (II) ACQUIRED SUCH
CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (III) 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 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 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 AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY 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 COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.]
B-2
Certificate No. [____] [Adjustable] [Variable] Pass-Through Rate
Class [M-___][B-___] Subordinate
Date of Pooling and Servicing Agreement and Aggregate Certificate Principal Balance of the
Cut-off Date: Class [M-__][B-___] Certificates:
March 1, 2004 $_______________
First Distribution Date: Initial Certificate Principal Balance of this
April 26, 2004 Certificate:
$[______________]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
[_____________] [______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2004-SL1
evidencing a percentage interest in any distributions
allocable to the Class [M-___][B-___] Certificates with
respect to the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed and adjustable interest
rate first and second lien mortgage loans sold by RESIDENTIAL
ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class [M-___][B-___] Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed and adjustable
interest rate first and second lien mortgage loans (the "Mortgage Loans"),
formed and 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
B-3
Agreement dated as of March 1, 2004, (the "Pooling and Servicing Agreement" or
the "Agreement") among the Depositor, the Master Servicer and Deutsche Bank
Trust Company Americas, 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][on the Business Day
prior to the Distribution Date] (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 [M-___][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, 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, (B) it
has acquired and is holding this Certificate in reliance on the RFC Exemption
and that it understands that there are certain conditions to the availability of
the RFC Exemption including that this Certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Xxxxx'x or (C) the transferee is a Complying Insurance Company. 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.]
[No transfer of this Class [B-___] 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
B-4
is to be made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company 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 Section 5.02(e) of the Agreement. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Company, 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.
In connection with any such transfer, the Trustee will also require either (i)
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 Internal Revenue Code
(the "Code") and stating, among other things, that the transferee's acquisition
of a Class B Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) a representation letter, in the form as described by 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, or stating that the
transferee is an insurance company, 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 the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.]
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 related 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
B-5
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
from the Trust Fund of all remaining [Group I Loans][Group II Loans, Group III
Loans, Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans, Group
VIII Loans and Group IX] 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 to (i) purchase at
a price determined as provided in the Agreement all
B-6
remaining [Group I Loans][Group II Loans, Group III Loans, Group IV Loans, Group
V Loans, Group VI Loans, Group VII Loans, Group VIII Loans and Group IX] and all
property acquired in respect of any Mortgage Loan in a Loan Group or (ii)
purchase in whole, but not in part, all of the Certificates related to a loan
group from the Holders thereof; provided, that any such option may only be
exercised if the pool Stated Principal Balance of the related Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than [ten] [one] percent of the Cut-off Date Principal
Balance of the related Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-7
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:________________ DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [M-__ ][B-__] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Certificate Registrar
By:
Authorized Signatory
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
Asset-Backed 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-9
EXHIBIT C
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [A-_][M- _]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON
BEHALF OF ANY 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 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 NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE
MASTER SERVICER OR THE TRUSTEE 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.
C-1
Certificate No. __ Variable Pass-Through Rate
Class SB Subordinate
Date of Pooling and Servicing Percentage Interest: ___%
and Cut-off Date:
March 1, 2004
First Distribution Date: Aggregate Initial Certificate Principal Balance
April 26, 2004 of the Class SB Certificates:
$________
Master Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Certificate: $________
Final Scheduled Distribution Date: CUSIP: ________
_________ __, 20__
Maturity Date:
_________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2004-SL1
evidencing a percentage interest in the distributions
allocable to the Class SB Certificates with respect to a Trust
Fund consisting primarily of a pool of conventional one- to
four-family fixed and adjustable interest rate first and
second lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee
or any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that ________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed and adjustable interest rate first and second lien
mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage
Products,
C-2
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 Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof, assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any, required to be distributed to Holders of Class
SB Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class SB Certificate as of any date of determination will be
calculated as described in the Agreement. The Notional Amount hereof will be
reduced by interest shortfalls on the related Loan Group including any
Prepayment Interest Shortfalls not covered by Compensating Interest or related
Excess Cash Flow, and the interest portion of any Realized Losses incurred in
respect thereof. This Class SB Certificate will accrue interest at the
Pass-Through Rate on the Notional Amount as indicated in the definition of
Accrued Certificate Interest in the Agreement. This Class SB Certificate will
not accrue interest on its Certificate Principal Balance.
No transfer of this Class SB Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the
C-3
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 employee benefit plan or other plan or arrangement subject to ERISA or
Section 4975 of the Code (a "Plan"), any Person acting, directly or indirectly,
on behalf of any 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 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 non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code and will not subject the Depositor, the
Master Servicer or the Trustee 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.
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.
C-4
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group II Loans, Group III Loans, Group IV
Loans, Group V Loans, Group VI Loans, Group VII Loans, Group VIII Loans and
Group IX 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 to (i) purchase at a price determined
as provided in the Agreement all remaining [Group II Loans, Group III Loans,
Group IV Loans, Group V Loans, Group VI Loans, Group VII Loans, Group VIII Loans
and Group IX] and all property acquired in respect of any Mortgage Loan in a
Loan Group or (ii) purchase in whole, but not in part, all of the Certificates
related to a loan group from the Holders thereof; provided, that any such option
may only be exercised if the pool Stated Principal Balance of the related
Mortgage Loans as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than one percent of the Cut-off Date Principal
Balance of the related Mortgage Loans.
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:________________ DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
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
Asset-Backed 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
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
AGREEMENT.
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 AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR OR 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 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
D-1
SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
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
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) 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
Certificate No. [____] [____]% Pass-Through Rate
Class [R-___] Subordinate
Date of Pooling and Servicing Agreement and Aggregate Initial Certificate Principal Balance
Cut-off Date: of the Class R-___ Certificates: [$50.00]
March 1, 2004
First Distribution Date: Initial Certificate Principal Balance of this
April 26, 2004 Certificate:
$[______________]
Master Servicer: Percentage Interest: _____%
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
[______________] [______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2004-SL1
evidencing a percentage interest in any distributions
allocable to the Class R[-__] Certificates with respect to the
Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed and adjustable interest rate first and
second lien mortgage loans sold by RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that is ____________________ the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class R[-__] Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed and
adjustable interest rate first 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
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as of March 1, 2004, (the "Pooling and Servicing Agreement" or the "Agreement")
among the Depositor, the Master Servicer and Deutsche Bank Trust Company
Americas, 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 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 Depositor 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 Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor 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 Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R-__ Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is
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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 Section 5.02(e) of 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.
In connection with any such transfer, the Trustee will also require either (i)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee, the Depositor 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 Internal Revenue Code
(the "Code") and stating, among other things, that the transferee's acquisition
of a Class R Certificate will not constitute or result in a non- exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) a representation letter, in the form as described by the Agreement, 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.
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 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
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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
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
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 in a
loan group or (ii) purchase in whole, but not in part, all of the Certificates
related to a loan group from the Holders thereof; provided, that any such option
may only be exercised if the pool Stated Principal Balance of the related
Mortgage Loans as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than one percent of the Cut-off Date Principal
Balance of the related Mortgage Loans.
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Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:________________ DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R- ] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Certificate Registrar
By:
Authorized Signatory
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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
Asset-Backed 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.
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EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of March 1, 2004, by and among DEUTSCHE
BANK TRUST COMPANY AMERICAS, as trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC., as Depositor (together with any successor in interest, the
"Depositor"), 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, 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 Depositor, the Master Servicer, and the Trustee
have entered into a Pooling and Servicing Agreement, dated as of March 1, 2004,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2004-SL1 (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 Depositor 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
Depositor, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
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ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Depositor for the purpose of recording it in the
appropriate public office for real property records, and the Depositor, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days after the closing date, the Custodian
agrees, for the benefit of Certificateholders, to review, in accordance with the
provisions of Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall deliver to the Trustee an Interim Certification in the form annexed hereto
as Exhibit Two to the effect that all documents required to be delivered
pursuant to Section 2.01(b) of the Pooling Agreement have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. Within 45 days of receipt of the documents
required to be delivered pursuant to Section 2.01(c) of the Pooling Agreement,
the Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
such document, and shall deliver to the Trustee either (i) an Interim
Certification in the form attached hereto as Exhibit Two to the effect that all
such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification or (ii) a Final Certification as set forth in subsection
(c) below. The Custodian shall be under no duty or obligation to inspect, review
or examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face. If in performing the review
required by this Section 2.3 the Custodian finds any document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Custodian shall promptly so notify the Depositor, the Master Servicer and
the Trustee.
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(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a list of all of
the documents relating to the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Depositor as set forth in the
Pooling Agreement or by a Seller in a Seller's Agreement or by Residential
Funding or the Depositor in the Assignment Agreement with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall give prompt written notice
to the Depositor, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage
Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
Upon receipt of written notification from the Master Servicer,
signed by a Servicing Officer, that the Master Servicer or a Subservicer, as the
case may be, has made a deposit into the Certificate Account in payment for the
purchase of the related Mortgage Loan in an amount equal to the Purchase Price
for such Mortgage Loan, the Custodian shall release to the Master Servicer the
related Mortgage File.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the
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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 a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver the Trust Receipt
with respect thereto to the Master Servicer upon deposit of the related
Liquidation Proceeds in the Custodial Account as provided in the Pooling
Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Depositor or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Depositor 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 Depositor, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
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Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Depositor, 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 Depositor
..
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 Depositor 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 Depositor
and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
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Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Depositor, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
E-6
Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-7
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000 By:_________________________________
Name:
Title:
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name:
Title:
Address: XXXXX FARGO BANK,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name:
Title:
E-8
STATE OF CALIFORNIA )
)ss.:
COUNTY OF ORANGE )
On the ____ day of March, 2004, before me, a notary public in
and for said State, personally appeared _____________, known to me to be a
_______________ of Deutsche Bank Trust Company Americas, that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
___________________________
Notary Public
[SEAL]
E-9
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ___ day of March, 2004, before me, a notary public in
and for said State, personally appeared ____________, known to me to be a
____________ of Residential Asset Mortgage Products, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of March, 2004, before me, a notary public in
and for said State, personally appeared, ____________, known to me to be a
_____________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written. .
________________________
Notary Public
[Notarial Seal]
X-00
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of March, 2004, before me, a notary public in
and for said State, personally appeared ___________, known to me to be an
______________ of Xxxxx Fargo Bank, National Association, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
E-11
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March 30, 2004
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL1
Re: Custodial Agreement, dated as of March 1, 2004, by and among
Deutsche Bank Trust Company Americas, Residential Asset
Mortgage Products, Inc., Residential Funding Corporation and
Xxxxx Fargo Bank, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2004-SL1
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,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_____________________________
E-12
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_____________ __, 2004
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL1
Re: Custodial Agreement, dated as of March 1, 2004, by and among
Deutsche Bank Trust Company Americas, Residential Asset
Mortgage Products, Inc., Residential Funding Corporation and
Xxxxx Fargo Bank, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2004-SL1
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,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_____________________________
E-13
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ __, 2004
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL1
Re: Custodial Agreement, dated as of March 1, 2004, by and among
Deutsche Bank Trust Company Americas, Residential Asset
Mortgage Products, Inc., Residential Funding Corporation and
Xxxxx Fargo Bank, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2004-SL1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents referred to in
Section 2.01(b) of the Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_____________________________
E-14
EXHIBIT F-1
GROUP I-A LOAN SCHEDULE
(Filed Manually)
RUN ON : 03/26/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.23.26 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED ABS CUTOFF : 03/01/04
POOL : 0004827
:
:
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
--------------------------------------------------------------------------
1253196 .6400
202,385.58 .0500
9.7500 .0000
9.1100 .0000
9.0600 .0000
9.0600 .0000
1258086 .2500
193,514.67 .0500
9.1250 .0000
8.8750 .0000
8.8250 .0000
8.8250 .0000
1259818 .2500
256,547.30 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1267616 .2500
254,641.26 .0500
9.6250 .0000
9.3750 .0000
9.3250 .0000
9.3250 .0000
1279943 .2500
250,965.88 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1283795 .2500
363,782.93 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1
1284102 .2500
229,368.93 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1285217 .2500
54,696.62 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1286958 .1250
17,997.78 .0500
8.0000 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
1293082 .2500
83,333.16 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1295014 .3750
343,597.58 .0500
8.5000 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1298289 .1250
214,972.46 .0500
8.0000 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
1300497 .3750
247,220.38 .0500
8.5000 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1301719 .2500
111,199.94 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1
1302547 .2500
111,289.72 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1309970 .3750
232,038.47 .0500
8.5000 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1311466 .3750
240,626.33 .0500
8.5000 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1312837 .3750
243,094.84 .0500
9.0000 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1313688 .5000
83,793.54 .0500
8.5000 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
1315610 .2500
119,836.90 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1316292 .5000
186,754.78 .0500
8.2500 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
1334980 .2500
153,815.42 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
1
1335440 .5000
248,887.68 .0500
7.8750 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
1336097 .2500
119,833.61 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1337454 .2500
191,111.53 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1339851 .2500
213,676.04 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.4500 .0000
1340013 .2500
293,412.27 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
1340592 .1250
227,297.65 .0500
7.7500 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1341888 .2500
204,216.39 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
1343925 .3750
99,580.67 .0500
7.8750 .0000
7.5000 .0000
7.4500 .0000
7.4500 .0000
1
1344980 .2500
193,489.61 .0500
7.4000 .0000
7.1500 .0000
7.1000 .0000
7.1000 .0000
1349787 .2500
213,465.18 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
1381787 .3750
167,737.22 .0500
7.7500 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
1381931 .1700
40,572.38 .0500
6.8750 .0000
6.7050 .0000
6.6550 .0000
6.6550 .0000
1385957 .1700
210,225.43 .0500
9.3750 .0000
9.2050 .0000
9.1550 .0000
9.1550 .0000
1386958 .1700
172,477.29 .0500
8.1250 .0000
7.9550 .0000
7.9050 .0000
7.9050 .0000
1389579 .1250
190,424.35 .0500
8.7500 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1389678 .2500
105,171.97 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1
1390722 .2500
212,248.74 .0500
9.5000 .0000
9.2500 .0000
9.2000 .0000
9.2000 .0000
1402229 .2500
87,253.33 .0500
9.8750 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
1403648 .2500
75,952.02 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1407775 .2500
85,311.51 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1415852 .2500
93,267.02 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1416205 .2500
185,962.71 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1416286 .5000
108,780.40 .0500
11.5000 .0000
11.0000 .0000
10.9500 .0000
10.9500 .0000
1416752 .5000
452,848.78 .0500
9.1250 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
1
1417811 .2500
94,072.33 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1420371 .2500
216,454.10 .0500
8.6250 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
1422650 .2500
193,829.89 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
1426928 .1250
260,693.45 .0500
8.3000 .0000
8.1750 .0000
8.1250 .0000
8.1250 .0000
1429742 .2500
58,635.45 .0500
9.2000 .0000
8.9500 .0000
8.9000 .0000
8.9000 .0000
1433499 .2500
243,222.41 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1435485 .2500
255,018.68 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
1435733 .5000
65,908.22 .0500
9.2500 .0000
8.7500 .0000
8.7000 .0000
8.7000 .0000
1
1444067 .5000
73,013.60 .0500
10.0000 .0000
9.5000 .0000
9.4500 .0000
9.4500 .0000
1445023 .5000
60,895.08 .0500
8.5000 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
1445173 .2500
46,058.88 .0500
9.1250 .0000
8.8750 .0000
8.8250 .0000
8.8250 .0000
1449197 .5000
36,252.96 .0500
9.0000 .0000
8.5000 .0000
8.4500 .0000
8.4500 .0000
1462544 .5000
91,813.59 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1463013 .5000
59,890.47 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
10.4500 .0000
1463179 .5000
53,062.79 .0500
10.0000 .0000
9.5000 .0000
9.4500 .0000
9.4500 .0000
1465642 .5000
98,402.75 .0500
8.8750 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
1
1469534 .5000
110,622.24 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1473453 .5000
68,005.64 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
10.2000 .0000
1479476 .5000
24,747.02 .0500
11.7500 .0000
11.2500 .0000
11.2000 .0000
11.2000 .0000
1480269 .5000
91,731.93 .0500
11.8750 .0000
11.3750 .0000
11.3250 .0000
11.3250 .0000
1483753 .5000
107,983.25 .0500
9.3750 .0000
8.8750 .0000
8.8250 .0000
8.8250 .0000
1492911 .2500
310,280.21 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1492950 .2500
299,194.52 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
1493252 .2500
140,829.23 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.7000 .0000
1
1494843 .5000
53,117.17 .0500
12.7500 .0000
12.2500 .0000
12.2000 .0000
12.2000 .0000
1530031 .5000
45,124.77 .0500
10.0000 .0000
9.5000 .0000
9.4500 .0000
9.4500 .0000
1531879 .5000
39,827.23 .0500
11.2500 .0000
10.7500 .0000
10.7000 .0000
10.7000 .0000
1533598 .5000
33,894.21 .0500
12.6250 .0000
12.1250 .0000
12.0750 .0000
12.0750 .0000
1533861 .5000
94,617.16 .0500
12.2500 .0000
11.7500 .0000
11.7000 .0000
11.7000 .0000
1533920 .5000
64,118.33 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
10.2000 .0000
1534005 .5000
58,224.39 .0500
9.2500 .0000
8.7500 .0000
8.7000 .0000
8.7000 .0000
1536111 .5000
51,697.94 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
1
1536957 .5000
80,087.88 .0500
10.7000 .0000
10.2000 .0000
10.1500 .0000
10.1500 .0000
1537347 .5000
40,768.46 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1538740 .5000
31,754.13 .0500
10.6250 .0000
10.1250 .0000
10.0750 .0000
10.0750 .0000
1539523 .5000
65,783.82 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
9.0750 .0000
1540949 .5000
59,145.90 .0500
8.6250 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
1542015 .5000
79,413.43 .0500
9.2000 .0000
8.7000 .0000
8.6500 .0000
8.6500 .0000
1542088 .5000
81,099.77 .0500
9.9900 .0000
9.4900 .0000
9.4400 .0000
9.4400 .0000
1542098 .5000
83,675.16 .0500
12.7500 .0000
12.2500 .0000
12.2000 .0000
12.2000 .0000
1
1542105 .5000
110,666.69 .0500
9.6000 .0000
9.1000 .0000
9.0500 .0000
9.0500 .0000
1542131 .5000
47,765.15 .0500
9.9500 .0000
9.4500 .0000
9.4000 .0000
9.4000 .0000
1542139 .5000
41,801.13 .0500
9.9500 .0000
9.4500 .0000
9.4000 .0000
9.4000 .0000
1543761 .2500
276,676.61 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
1545448 .2500
87,387.23 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1546731 .5000
44,010.28 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1547464 .5000
96,772.42 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1547473 .5000
25,786.92 .0500
11.7500 .0000
11.2500 .0000
11.2000 .0000
11.2000 .0000
1
1547561 .5000
41,649.02 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
10.4500 .0000
1549255 .5000
35,565.07 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
9.5750 .0000
1552038 .5000
71,528.89 .0500
11.7500 .0000
11.2500 .0000
11.2000 .0000
11.2000 .0000
1554899 .5000
89,283.63 .0500
10.0000 .0000
9.5000 .0000
9.4500 .0000
9.4500 .0000
1555400 .5000
19,511.01 .0500
11.2500 .0000
10.7500 .0000
10.7000 .0000
10.7000 .0000
1556997 .5000
52,400.88 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
10.3250 .0000
1557630 .5000
102,876.71 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1562803 .5000
42,950.74 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
9.9500 .0000
1
1564454 .5000
28,028.68 .0500
11.2500 .0000
10.7500 .0000
10.7000 .0000
10.7000 .0000
1564463 .5000
84,526.21 .0500
8.8750 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
1565367 .5000
117,313.52 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
10.3250 .0000
1565802 .5000
90,612.63 .0500
12.1000 .0000
11.6000 .0000
11.5500 .0000
11.5500 .0000
1566421 .5000
41,839.65 .0500
11.6250 .0000
11.1250 .0000
11.0750 .0000
11.0750 .0000
1566534 .5000
105,525.60 .0500
12.0000 .0000
11.5000 .0000
11.4500 .0000
11.4500 .0000
1566667 .5000
66,531.69 .0500
10.0000 .0000
9.5000 .0000
9.4500 .0000
9.4500 .0000
1567588 .5000
66,777.47 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
10.4500 .0000
1
1568670 .5000
28,881.63 .0500
12.4900 .0000
11.9900 .0000
11.9400 .0000
11.9400 .0000
1570334 .5000
4,779.27 .0500
16.4900 .0000
15.9900 .0000
15.9400 .0000
15.9400 .0000
1570393 .5000
79,912.75 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
9.2000 .0000
1571259 .2500
180,832.60 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
1572551 .5000
137,181.83 .0500
10.6250 .0000
10.1250 .0000
10.0750 .0000
10.0750 .0000
1572566 .5000
97,816.32 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
1572715 .5000
43,018.76 .0500
11.0500 .0000
10.5500 .0000
10.5000 .0000
10.5000 .0000
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8.0750 .0000
1946776 .2500
251,664.03 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1982439 .2500
344,102.26 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
2675663 .2500
251,926.82 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.7000 .0000
2686304 .2500
218,400.44 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.7000 .0000
2688444 .2500
271,209.45 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
2761831 .2500
177,571.51 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
2763030 .2500
63,978.58 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1
3517986 .2500
327,032.24 .0500
8.6250 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
4049488 .2500
284,106.60 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
4049520 .2500
170,669.28 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
4102008 .2500
442,143.47 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.9500 .0000
4153006 .2500
68,798.18 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
4181935 .2500
125,171.35 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
4232070 .2500
35,058.93 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
4244711 .2500
334,205.34 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
1
4259158 .2500
311,225.32 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.4500 .0000
4293353 .2500
291,489.78 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
4517177 .2500
211,541.00 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
4575562 .2500
385,017.06 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
4584346 .2500
340,023.65 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
4653477 .2500
266,493.26 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.9500 .0000
4660459 .2500
918,871.26 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.4500 .0000
4660466 .2500
397,165.68 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
1
4667947 .2500
93,038.11 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
4668073 .2500
58,485.81 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
4686431 .2500
19,501.71 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
4838951 .2500
533,977.33 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
4894239 .2500
169,871.63 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.8250 .0000
4904597 .5000
313,732.22 .0500
7.2500 .0000
6.7500 .0000
6.7000 .0000
6.7000 .0000
4948819 .2500
370,978.44 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
4968214 .2500
303,825.63 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
1
5053898 .2500
193,711.08 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
5142790 .2500
378,759.53 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
5220134 .2500
473,771.10 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.4500 .0000
5298368 .2500
409,006.35 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.8250 .0000
5323509 .2500
829,738.91 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
5358489 .2500
77,928.29 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
5409628 .2500
280,628.90 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
5462009 .2500
437,745.38 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.3250 .0000
1
5528077 .2500
375,571.77 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
TOTAL NUMBER OF LOANS: 327
TOTAL BALANCE........: 43,131,618.77
RUN ON : 03/26/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.23.26 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004827
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 8.5418 6.8750 16.9500
RFC NET RATE 8.2196 6.6250 16.4500
NET MTG RATE(INVSTR RATE) 8.1696 6.5750 16.4000
POST STRIP RATE 8.1696 6.5750 16.4000
SUB SERV FEE .3222 .1250 .6400
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: 327
TOTAL BALANCE........: 43,131,618.77
***************************
* END OF REPORT *
***************************
RUN ON : 03/26/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.23.26 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED ABS CUTOFF : 03/01/04
POOL : 0004827
:
:
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 #
______________________________________________________________________________
1253196 047/076 F 233,650.00 ZZ
360 202,385.58 1
9.750 2,007.42 80
9.110 2,007.42
XXXXXXXXXXXXX XX 00000 1 10/16/91 00
10474560 05 12/01/91 0
10474560 O 11/01/21
0
1258086 599/595 F 225,000.00 ZZ
360 193,514.67 1
9.125 1,830.68 59
8.875 1,830.68
XXXXX XX 00000 5 01/03/92 00
1449958 05 03/01/92 0
6137690 O 02/01/22
0
1259818 372/G48 F 300,000.00 ZZ
360 256,547.30 1
8.875 2,386.93 90
8.625 2,386.93
XXXXXXX XX 00000 2 01/02/92 10
0656965 05 03/01/92 17
2394336 O 02/01/22
0
1267616 201/M32 F 292,350.00 ZZ
360 254,641.26 1
9.625 2,484.95 75
9.375 2,484.95
XXXXXXXXX XX 00000 1 02/07/92 00
305567943 05 04/01/92 0
1
180054103 O 03/01/22
0
1279943 201/M32 F 292,500.00 ZZ
360 250,965.88 1
8.875 2,327.27 90
8.625 2,327.27
XXXXXXXXXX XX 00000 1 03/31/92 14
305568750 05 05/01/92 17
160055887 O 04/01/22
0
1283795 976/076 F 422,000.00 ZZ
360 363,782.93 1
8.875 3,357.63 64
8.625 3,357.63
XXXXXXXXXXX XX 00000 2 06/03/92 00
10679021 05 08/01/92 0
829817 O 07/01/22
0
1284102 635/447 F 266,000.00 ZZ
360 229,368.93 1
8.750 2,092.63 75
8.500 2,092.63
XXXX XXXX XX 00000 5 07/27/92 00
4073696 05 09/01/92 0
2925782 O 08/01/22
0
1285217 074/074 F 182,350.00 ZZ
180 54,696.62 1
8.375 1,782.34 85
8.125 1,782.34
XXXXX XX 00000 2 01/16/92 04
0006469857 08 03/01/92 17
6469857 O 02/01/07
0
1286958 560/B71 F 55,000.00 ZZ
180 17,997.78 1
8.000 525.61 33
7.875 525.61
XXXXXXXX XX 00000 2 05/22/92 00
220151518 05 07/01/92 0
138356001 O 06/01/07
0
1
1293082 052/670 F 135,000.00 ZZ
240 83,333.16 1
8.750 1,193.01 22
8.500 1,193.01
XXXXX XXXXX XX 00000 2 04/14/92 00
3117331953 05 06/01/92 0
185265 O 05/01/12
0
1295014 664/070 F 400,000.00 ZZ
360 343,597.58 1
8.500 3,075.66 67
8.125 3,075.66
XXX XXXXXXX XX 00000 5 08/03/92 00
006417539 05 10/01/92 0
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0
1298289 560/B71 F 259,500.00 ZZ
360 214,972.46 1
8.000 1,904.12 80
7.875 1,904.12
XXXXXXXXXX XX 00000 1 08/26/92 00
220392369 05 10/01/92 0
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0
1300497 635/447 F 288,750.00 ZZ
360 247,220.38 1
8.500 2,220.24 75
8.125 2,220.24
XXXXX XXXXX XX 00000 1 10/27/92 00
4074258 05 12/01/92 0
3027927 O 11/01/22
0
1301719 038/M32 F 290,000.00 ZZ
180 111,199.94 1
8.375 2,834.54 19
8.125 2,834.54
XXXXXXXXX XX 00000 2 12/15/92 00
009697343 05 02/01/93 0
351 O 01/01/08
0
1302547 570/070 F 315,000.00 ZZ
180 111,289.72 1
7.875 2,987.62 79
7.625 2,987.62
1
XXXXXXXX XX 00000 2 09/15/92 00
006423194 05 11/01/92 0
6424220 O 10/01/07
0
1309970 470/M32 F 268,800.00 ZZ
360 232,038.47 1
8.500 2,066.84 80
8.125 2,066.84
XXX XXXXX XX 00000 2 01/21/93 00
302690318 05 03/01/93 0
26002918 O 02/01/23
0
1311466 608/M32 F 279,000.00 ZZ
360 240,626.33 1
8.500 2,145.27 64
8.125 2,145.27
XXXXX XXXXX XX 00000 5 01/25/93 00
302691522 05 03/01/93 0
50006544 O 02/01/23
0
1312837 454/M32 F 277,500.00 ZZ
360 243,094.84 1
9.000 2,232.83 75
8.625 2,232.83
XXXX XXXXX XX 00000 5 01/12/93 00
302687777 05 03/01/93 0
23169 O 02/01/23
0
1313688 372/M32 F 97,000.00 ZZ
360 83,793.54 1
8.500 745.85 68
8.000 745.85
XXXXXXXX XXXX XX 00000 2 02/05/93 00
302692835 05 04/01/93 0
5542345 O 03/01/23
0
1315610 637/447 F 137,500.00 ZZ
360 119,836.90 1
8.750 1,081.71 74
8.500 1,081.71
XXXXXXXX XX 00000 1 02/02/93 00
2846730 03 03/01/93 0
2331643 O 02/01/23
0
1
1316292 028/M32 F 216,450.00 ZZ
360 186,754.78 1
8.250 1,626.12 90
7.750 1,626.12
XXXXXXXX XX 00000 1 02/24/93 01
302695218 05 04/01/93 20
070598 O 03/01/23
0
1334980 209/M32 F 227,250.00 ZZ
360 153,815.42 1
7.375 1,569.56 90
7.125 1,569.56
XXXXX XX 00000 1 06/04/93 04
302723390 03 08/01/93 20
934631586 O 07/01/23
0
1335440 614/M32 F 288,000.00 ZZ
360 248,887.68 1
7.875 2,088.21 75
7.375 2,088.21
XXXXX XX 00000 1 07/29/93 00
302740790 05 09/01/93 0
6100000800 O 08/01/23
0
1336097 694/G48 F 138,900.00 ZZ
360 119,833.61 1
7.875 1,007.12 74
7.625 1,007.12
XXXX XXXXX XX 00000 1 07/12/93 00
0637477 03 09/01/93 0
0221402648 O 08/01/23
0
1337454 032/M32 F 230,000.00 ZZ
360 191,111.53 1
7.875 1,667.66 87
7.625 1,667.66
XXXX XXXXXXX XX 00000 4 06/15/93 10
302737697 05 08/01/93 20
0000136345 O 07/01/23
0
1339851 247/M32 F 248,850.00 ZZ
360 213,676.04 1
1
7.750 1,782.79 90
7.500 1,782.79
XXXXXXXX XX 00000 1 06/15/93 04
302734272 05 08/01/93 22
6701669 O 07/01/23
0
1340013 372/447 F 350,000.00 ZZ
360 293,412.27 1
7.500 2,447.25 90
7.250 2,447.25
XXXXXXXX XX 00000 1 06/25/93 12
6043301 03 08/01/93 17
6043301 O 07/01/23
0
1340592 560/560 F 264,000.00 ZZ
360 227,297.65 1
7.750 1,891.33 80
7.625 1,891.33
XXXXX XXXXX XX 00000 2 07/07/93 00
220910475 05 09/01/93 0
198614703 O 08/01/23
0
1341888 051/M32 F 238,500.00 ZZ
360 204,216.39 1
7.500 1,667.63 89
7.250 1,667.63
XXXXXXXXX XX 00000 2 07/23/93 11
007000060 05 09/01/93 17
10101729 O 08/01/23
0
1343925 180/M32 F 131,250.00 ZZ
360 99,580.67 1
7.875 951.65 75
7.500 951.65
XXXXX XX 00000 1 06/24/93 00
001141704 05 08/01/93 0
2567576 O 07/01/23
0
1344980 439/686 F 244,000.00 ZZ
360 193,489.61 1
7.400 1,689.41 80
7.150 1,689.41
XXXXXXXXXX XX 00000 1 07/01/93 00
7015890077 05 09/01/93 0
1
001589007 O 08/01/23
0
1349787 274/181 F 247,500.00 ZZ
360 213,465.18 1
7.625 1,751.79 90
7.375 1,751.79
XXXX XXXXX XX 00000 2 09/01/93 14
0000000000 05 11/01/93 17
1930806847 O 10/01/23
0
1381787 406/M32 F 350,000.00 ZZ
180 167,737.22 1
7.750 3,294.47 74
7.375 3,294.47
XXXXX XXXXX XX 00000 2 04/26/94 00
009706953 03 06/01/94 0
1213560 O 05/01/09
0
1381931 575/M32 F 96,700.00 ZZ
180 40,572.38 1
6.875 862.42 62
6.705 862.42
XXXXXXXXX XX 00000 2 11/05/93 00
009708553 05 01/01/94 0
46740938602724 O 12/01/08
0
1385957 705/G02 F 231,920.00 ZZ
360 210,225.43 1
9.375 1,928.99 80
9.205 1,928.99
XXXXXXXX XX 00000 1 07/28/94 00
0459902680 05 09/01/94 0
94100183 O 08/01/24
0
1386958 560/560 F 214,937.86 ZZ
308 172,477.29 1
8.125 1,663.46 68
7.955 1,663.46
XXXXXXX XX 00000 1 06/11/93 00
220865455 05 09/01/93 0
220865455 O 04/01/19
0
1
1389579 116/116 F 212,300.00 ZZ
360 190,424.35 1
8.750 1,670.16 90
8.625 1,670.16
XXX XXXXXXXXX XX 00000 1 07/27/94 04
091065291 03 09/01/94 20
91065291 O 08/01/24
0
1389678 462/076 F 117,000.00 ZZ
360 105,171.97 1
8.875 930.91 75
8.625 930.91
XXXXXXXX XXXXX XX 00000 1 07/29/94 00
14910875 03 09/01/94 0
4293262 O 08/01/24
0
1390722 070/070 F 234,000.00 ZZ
360 212,248.74 1
9.500 1,967.60 89
9.250 1,967.60
XXXXX XXXX XX 00000 1 06/28/94 14
001053061 05 08/01/94 17
1053061 O 07/01/24
0
1402229 028/G48 F 95,000.00 ZZ
360 87,253.33 1
9.875 824.93 66
9.625 824.93
XXXXXXXXXX XX 00000 5 01/25/95 00
0657300 05 03/01/95 0
075914 O 02/01/25
0
1403648 562/G48 F 133,000.00 ZZ
180 75,952.02 1
9.250 1,368.83 70
9.000 1,368.83
XXXX XXXX XX 00000 1 03/14/95 00
0657355 05 05/01/95 0
456087 O 04/01/10
0
1407775 163/M32 F 94,500.00 ZZ
360 85,311.51 1
8.875 751.89 70
8.625 751.89
1
XXXXX XX 00000 1 10/28/94 00
009721762 05 12/01/94 0
53844017 O 11/01/24
0
1415852 624/M32 F 102,600.00 ZZ
360 93,267.02 1
8.875 816.33 95
8.625 816.33
XXXXXXX XX 00000 2 05/10/95 11
009726092 05 07/01/95 30
86123001036F O 06/01/25
0
1416205 560/560 F 213,000.00 ZZ
360 185,962.71 1
9.250 1,752.30 89
9.000 1,752.30
XXX XXXXXXXX XX 00000 1 04/04/95 10
450110895 05 06/01/95 17
450110895 O 05/01/25
0
1416286 664/K61 F 115,500.00 ZZ
360 108,780.40 1
11.500 1,143.79 70
11.000 1,143.79
XXXXXXXX XXXX XX 00000 5 05/08/95 00
0800018681 05 07/01/95 0
2026565 O 06/01/25
0
1416752 A39/L06 F 500,000.00 ZZ
360 452,848.78 1
9.125 4,068.16 77
8.625 4,068.16
XXXXX XX 00000 1 05/05/95 00
0800093866 05 07/01/95 0
9500257RFC O 06/01/25
0
1417811 A62/G02 F 104,400.00 ZZ
360 94,072.33 1
9.250 858.87 95
9.000 858.87
XXXXXXXX XX 00000 1 05/25/95 11
0459904785 05 07/01/95 30
1417811 O 06/01/25
0
1
1420371 670/M32 F 238,500.00 ZZ
360 216,454.10 1
8.625 1,855.03 90
8.375 1,855.03
XXXXXX XX 00000 1 05/05/95 04
009731746 05 07/01/95 22
1176496 O 06/01/25
0
1422650 939/M32 F 455,000.00 ZZ
180 193,829.89 1
7.500 4,217.91 76
7.250 4,217.91
XXXXXXXXX XX 00000 2 06/28/95 00
009729104 05 08/01/95 0
9502017 O 07/01/10
0
1426928 439/686 F 290,000.00 ZZ
360 260,693.45 1
8.300 2,188.88 78
8.175 2,188.88
XXXXXX XX 00000 4 06/21/95 00
7017863015 05 08/01/95 0
1786301 O 07/01/25
0
1429742 686/686 F 64,000.00 ZZ
360 58,635.45 1
9.200 524.20 69
8.950 524.20
XXXXXXX XX 00000 1 06/20/95 00
0816726566 05 08/01/95 0
30816726566 O 07/01/25
0
1433499 074/M32 F 272,000.00 ZZ
360 243,222.41 1
8.375 2,067.40 80
8.125 2,067.40
XXX XXXXXX XX 00000 1 06/27/95 00
009736877 05 08/01/95 0
1561295125 O 07/01/25
0
1435485 051/M32 F 284,000.00 ZZ
360 255,018.68 1
1
8.500 2,183.71 80
8.250 2,183.71
XXXXXXXX XX 00000 1 07/21/95 00
009737008 05 09/01/95 0
30100891 O 08/01/25
0
1435733 180/K61 F 71,800.00 ZZ
360 65,908.22 1
9.250 590.68 65
8.750 590.68
XXXXXXXXXXXX XX 00000 5 10/26/95 00
0800020018 05 12/01/95 0
3510336 O 11/01/25
0
1444067 180/K61 F 78,400.00 ZZ
360 73,013.60 1
10.000 688.02 80
9.500 688.02
XXXXXXXX XX 00000 5 10/11/95 00
0800020984 05 12/01/95 0
3507910 O 11/01/25
0
1445023 635/K61 F 66,750.00 ZZ
360 60,895.08 1
8.500 513.25 75
8.000 513.25
XXXXXXX XXXXXXX XX 00000 5 10/13/95 00
0800021016 05 12/01/95 0
625821400 O 11/01/25
0
1445173 623/994 F 50,200.00 ZZ
360 46,058.88 1
9.125 408.45 80
8.875 408.45
XXXXXXXXXX XX 00000 1 09/05/95 00
5965252124 01 11/01/95 0
0860005 O 10/01/25
0
1449197 635/K61 F 65,000.00 ZZ
180 36,252.96 1
9.000 659.28 57
8.500 659.28
XXXXXXXX XXXXXX XX 00000 2 04/13/95 00
0800021271 05 06/01/95 0
1
6130223 O 05/01/10
0
1462544 562/562 F 98,000.00 ZZ
360 91,813.59 1
10.500 896.45 75
10.000 896.45
XXXX XXXXXXX XX 00000 5 10/13/95 00
295000583000000 05 12/01/95 0
500058 O 11/01/25
0
1463013 A91/K61 F 63,750.00 ZZ
360 59,890.47 1
11.000 607.11 85
10.500 607.11
XXXXXX XX 00000 5 01/25/96 23
0800022402 05 03/01/96 0
AR1102295 O 02/01/26
0
1463179 180/K61 F 57,000.00 ZZ
360 53,062.79 1
10.000 500.22 80
9.500 500.22
XXXXXXX XXXXXXX XX 00000 1 12/27/95 00
0800022444 01 02/01/96 0
4043907 O 01/01/26
0
1465642 560/K61 F 107,500.00 ZZ
360 98,402.75 1
8.875 855.32 80
8.375 855.32
XXXXXXXXXX XX 00000 1 10/26/95 00
0800022584 05 12/01/95 0
411975709 O 11/01/25
0
1469534 820/162 F 118,500.00 ZZ
360 110,622.24 1
10.500 1,083.97 89
10.000 1,083.97
XXXXX XX 00000 5 11/14/95 23
301521 05 01/01/96 0
01607802 O 12/01/25
0
1
1473453 766/K61 F 72,200.00 ZZ
360 68,005.64 1
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0430692103 05 04/01/98 0
08702504 O 03/01/28
0
1731117 J95/J95 F 311,400.00 ZZ
360 289,941.78 1
7.250 2,124.30 90
7.000 2,124.30
XXXXXXXX XX 00000 1 03/26/98 10
0010431187 05 05/01/98 25
10431187 O 04/01/28
0
1742101 638/G02 F 18,905.00 ZZ
180 14,106.34 1
8.250 183.41 95
8.000 183.41
XXXXXXX XX 00000 1 05/01/98 10
0430795781 01 07/01/98 30
8734068 O 06/01/13
0
1
1748222 560/T18 F 292,500.00 ZZ
180 213,611.97 1
7.500 2,711.52 75
7.250 2,711.52
XXXXXX XX 00000 5 03/27/98 00
10582005 05 05/01/98 0
489764407 O 04/01/13
0
1756595 439/G02 F 40,000.00 ZZ
180 28,886.85 1
7.450 369.67 62
7.200 369.67
XXXXX XX 00000 2 05/04/98 00
0430895722 05 07/01/98 0
1954414 O 06/01/13
0
1759778 225/447 F 260,000.00 ZZ
360 241,772.68 1
7.250 1,773.66 86
7.000 1,773.66
XXXXXXX XX 00000 2 02/25/98 11
3930011 05 04/01/98 25
8650277 O 03/01/28
0
1782382 593/447 F 107,500.00 ZZ
360 100,522.19 1
7.375 742.48 82
7.125 742.48
XXXXXXXXXXX XX 00000 2 07/02/98 12
2901719 05 08/01/98 12
0000000000 O 07/01/28
0
1783687 439/G01 F 360,000.00 ZZ
360 336,213.14 1
7.250 2,455.84 80
7.000 2,455.84
XXXXXXXX XXXX XX 00000 5 07/06/98 00
0430999698 01 09/01/98 0
1969018 O 08/01/28
0
1784475 E22/G02 F 70,000.00 ZZ
180 52,311.85 1
7.375 643.95 70
7.125 643.95
0
XXXXX XXXXX XX 00000 2 07/27/98 00
0410913040 05 09/01/98 0
410913040 O 08/01/13
0
1788274 995/G02 F 315,000.00 ZZ
360 295,974.02 1
7.500 2,202.53 79
7.250 2,202.53
XXXXXX XX 00000 2 08/03/98 00
0430973206 05 10/01/98 0
GM10032065 O 09/01/28
0
1793692 E22/G01 F 276,750.00 ZZ
360 249,051.16 1
7.125 1,864.52 90
6.875 1,864.52
XXXXXXX XXXXXXX XX 00000 1 08/17/98 04
0410975973 05 10/01/98 25
410975973 O 09/01/28
0
1799415 B30/G01 F 118,000.00 ZZ
360 110,945.50 1
7.375 815.00 90
7.125 815.00
XXXXXXXXX XX 00000 2 09/30/98 10
0431060938 05 12/01/98 25
050L5422JR O 11/01/28
0
1804526 976/076 F 113,250.00 ZZ
360 106,256.51 1
7.375 782.19 75
7.125 782.19
XXXXXXXX XX 00000 2 08/12/98 00
14327201 03 10/01/98 0
5343962 O 09/01/28
0
1805339 E22/G01 F 164,000.00 ZZ
360 154,887.85 1
7.875 1,189.11 95
7.625 1,189.11
XXXXXXXXXX XX 00000 2 09/04/98 04
0411003494 05 11/01/98 30
411003494 O 10/01/28
0
1
1805410 E22/G01 F 83,100.00 ZZ
360 78,075.71 1
7.500 581.05 95
7.250 581.05
XXXXXXXXXX XX 00000 1 08/31/98 10
0410980502 05 10/01/98 30
410980502 O 09/01/28
0
1809130 593/447 F 226,219.57 ZZ
326 206,688.74 1
8.125 1,722.59 79
7.875 1,722.59
XXXXX X'XXXXX XX 00000 1 09/03/97 00
2897502 06 10/01/97 0
6333009 O 11/01/24
0
1810861 E66/E66 F 129,600.00 ZZ
360 121,255.66 1
7.125 873.14 90
6.875 873.14
XXXXX XXXXXXXX XX 00000 1 08/28/98 04
600434399 05 10/01/98 25
600434399 O 09/01/28
0
1811738 F84/G01 F 195,750.00 ZZ
360 183,671.10 1
7.375 1,352.00 90
7.125 1,352.00
XXXXXXXX XX 00000 1 08/24/98 10
0431042340 05 10/01/98 25
NJ198 O 09/01/28
0
1812452 976/076 F 300,000.00 ZZ
180 224,529.54 1
7.125 2,717.50 59
6.875 2,717.50
XXXXXXXXX XX 00000 2 08/07/98 00
14110285 05 10/01/98 0
5221779 O 09/01/13
0
1814447 B57/G01 F 351,600.00 ZZ
360 329,375.24 1
1
7.125 2,368.80 80
6.875 2,368.80
XXXXXXXXX XX 00000 1 09/25/98 00
0431054477 03 11/01/98 0
9813749 O 10/01/28
0
1816354 H12/G01 F 645,000.00 ZZ
360 606,931.68 1
7.375 4,454.85 79
7.125 4,454.85
XXXXX XX 00000 1 11/25/98 00
0431126994 05 01/01/99 0
08000008955701 O 12/01/28
0
1818681 E22/G01 F 60,800.00 ZZ
180 45,196.60 1
7.375 559.31 56
7.125 559.31
XXX XXXXXXX XX 00000 2 09/29/98 00
0411041759 05 11/01/98 0
411041759 O 10/01/13
0
1818963 J95/J95 F 275,000.00 ZZ
360 258,066.86 1
7.500 1,922.85 74
7.250 1,922.85
XXXXXXXXXX XX 00000 5 08/25/98 00
0016009888 05 10/01/98 0
0016009888 O 09/01/28
0
1821982 287/076 F 234,800.00 ZZ
360 179,591.47 1
9.875 2,038.89 88
9.625 2,038.89
XXXXXX XX 00000 1 04/18/88 23
17640663 05 06/01/88 0
176406635 O 05/01/18
0
1824414 593/447 F 115,000.00 ZZ
360 107,750.63 1
7.250 784.51 80
7.000 784.51
XXXXXX XX 00000 2 08/26/98 00
2914188 05 10/01/98 0
1
0007064843 O 09/01/28
0
1826000 637/G01 F 263,850.00 ZZ
360 246,637.29 1
7.375 1,822.35 95
7.125 1,822.35
XXXXXX XX 00000 1 09/23/98 04
0431072800 05 11/01/98 30
8646705 O 10/01/28
0
1827481 593/447 F 120,700.00 ZZ
360 112,167.50 1
6.875 792.92 85
6.625 792.92
XXXX XX 00000 2 09/24/98 12
2914255 05 11/01/98 12
0007067762 O 10/01/28
0
1829196 E22/G01 F 315,000.00 ZZ
360 284,703.47 1
7.125 2,122.21 80
6.875 2,122.21
XXXXXX XX 00000 1 10/23/98 00
0410974851 03 12/01/98 0
410974851 O 11/01/28
0
1830085 E22/G01 F 264,000.00 ZZ
360 248,092.83 1
7.375 1,823.38 80
7.125 1,823.38
XXXXX XXXXX XX 00000 1 10/16/98 00
0411099260 05 12/01/98 0
411099260 O 11/01/28
0
1839961 F53/T18 F 175,000.00 ZZ
180 132,588.37 1
6.875 1,560.75 75
6.625 1,560.75
XXXXX XXX XX 00000 2 11/02/98 00
10898344 05 01/01/99 0
ASA2246NGUY O 12/01/13
0
1
1840935 830/G01 F 68,552.66 ZZ
307 62,590.35 1
7.375 497.09 75
7.125 497.09
XXXXXXX XX 00000 6 09/15/98 00
0431116375 03 12/01/98 0
1386192 O 06/01/24
0
1841896 J95/J95 F 255,000.00 ZZ
180 192,800.73 1
7.000 2,292.01 75
6.750 2,292.01
XXXXXXX XX 00000 5 10/02/98 00
0150610970 03 12/01/98 0
150610970 O 11/01/13
0
1842020 076/076 F 326,953.00 ZZ
352 298,079.74 1
7.125 2,217.23 90
6.875 2,217.23
XXXXXX XX 00000 1 08/20/98 04
17122510 05 10/01/98 25
7122510 O 01/01/28
0
1842065 076/076 F 250,800.00 ZZ
360 236,091.79 1
7.750 1,796.77 93
7.500 1,796.77
XXXXX XXXXXXX XX 00000 1 10/05/98 12
17269651 05 12/01/98 30
7269651 O 11/01/28
0
1847642 A46/G01 F 109,050.00 ZZ
360 102,794.78 1
7.625 771.85 90
7.375 771.85
XXXXXXXXX XX 00000 2 11/25/98 04
0431122068 05 01/01/99 25
0290130 O 12/01/28
0
1881959 B23/G01 F 540,000.00 ZZ
360 512,077.17 1
7.625 3,822.09 80
7.375 3,822.09
1
XXXXXX XX 00000 1 03/03/99 00
0431251198 05 05/01/99 0
88003367 O 04/01/29
0
1904432 813/813 F 176,250.00 ZZ
360 165,682.33 1
6.875 1,157.84 75
6.625 1,157.84
XXXXXXX XX 00000 2 02/22/99 00
8100019466 05 04/01/99 0
980914001 O 03/01/29
0
1914849 L47/G01 F 71,100.00 ZZ
360 68,149.52 1
8.375 540.41 90
8.125 540.41
XXXXXXXX XX 00000 2 07/02/99 01
0431401975 05 09/01/99 25
9802377 O 08/01/29
0
1946776 E66/E66 F 265,000.00 ZZ
348 251,664.03 1
7.875 1,938.03 72
7.625 1,938.03
XXXXXX XX 00000 4 07/30/99 00
600426930 05 09/01/99 0
600426930 O 08/01/28
0
1982439 225/447 F 357,400.00 ZZ
360 344,102.26 1
8.000 2,622.47 78
7.750 2,622.47
XXXX XXXXXXX XX 00000 2 03/24/00 00
3931074 05 05/01/00 0
8652685 O 04/01/30
0
2675663 696/G01 F 272,000.00 ZZ
360 251,926.82 1
7.000 1,809.62 80
6.750 1,809.62
XXXXXXXXXX XX 00000 1 08/28/98 00
0431000397 03 10/01/98 0
2438181 O 09/01/28
0
1
2686304 696/G01 F 233,600.00 ZZ
360 218,400.44 1
7.000 1,554.15 80
6.750 1,554.15
XXXXX XXXXXX XX 00000 5 10/07/98 00
0431056696 05 11/01/98 0
1008056 O 10/01/28
0
2688444 G75/G75 F 288,250.00 ZZ
360 271,209.45 1
7.625 2,040.22 85
7.375 2,040.22
XXXX XXXXX XX 00000 2 08/10/98 10
0000000000 03 10/01/98 12
03600372 O 09/01/28
0
2761831 976/T18 F 190,000.00 ZZ
360 177,571.51 1
7.375 1,312.29 95
7.125 1,312.29
XXXXXX XX 00000 2 02/18/99 11
0007902786 05 04/01/99 30
5631776 O 03/01/29
0
2763030 E22/G01 F 67,450.00 ZZ
360 63,978.58 1
7.875 489.06 95
7.625 489.06
XXXXXXXXXXXX XX 00000 1 03/17/99 04
0411302565 05 05/01/99 30
0411302565 O 04/01/29
0
3517986 526/686 F 337,600.00 ZZ
360 327,032.24 1
8.625 2,625.82 79
8.375 2,625.82
XXXXXXXX XX XX 00000 1 05/26/00 00
6104058109 03 07/01/00 0
0405810 O 06/01/30
0
4049488 163/X14 F 293,600.00 T
360 284,106.60 1
1
8.125 2,179.98 80
7.875 2,179.98
XXXXXX XXXX XXX XX 00000 1 10/23/00 00
8019204216 03 12/01/00 0
0401830576 O 11/01/30
0
4049520 F96/G01 F 175,750.00 ZZ
360 170,669.28 1
8.000 1,289.59 95
7.750 1,289.59
XXXXXX XX 00000 1 02/26/01 12
0432641215 05 04/01/01 30
0004152 O 03/01/31
0
4102008 943/943 F 516,000.00 ZZ
180 442,143.47 1
7.250 4,710.38 80
7.000 4,710.38
XXXXX XXXX XX 00000 1 09/18/00 00
9090013145 05 11/01/00 0
9090013145 O 10/01/15
0
4153006 K15/G01 F 70,600.00 ZZ
360 68,798.18 1
8.500 542.85 75
8.250 542.85
XXXXXXXX XXXXXX XX 00000 5 01/11/01 00
0432552909 05 03/01/01 0
036905301594 O 02/01/31
0
4181935 E22/G01 F 128,700.00 ZZ
360 125,171.35 1
8.250 966.88 90
8.000 966.88
XXXXXXX XX 00000 1 01/11/01 04
0412312241 05 03/01/01 25
0412312241 O 02/01/31
0
4232070 E22/G01 F 36,000.00 ZZ
360 35,058.93 1
8.375 273.63 90
8.125 273.63
XXXXXX XX 00000 1 01/25/01 04
0412318651 05 03/01/01 25
1
0412318651 O 02/01/31
0
4244711 H93/G01 F 344,700.00 ZZ
360 334,205.34 1
7.625 2,439.77 88
7.375 2,439.77
XXXXXXX XX 00000 1 01/31/01 10
0433071818 05 03/01/01 25
102000005 O 02/01/31
0
4259158 E22/G01 F 320,650.00 ZZ
360 311,225.32 1
7.750 2,297.18 84
7.500 2,297.18
XXXXXX XX 00000 1 01/31/01 04
0412358707 05 03/01/01 12
0412358707 O 02/01/31
0
4293353 S27/G01 F 300,000.00 ZZ
360 291,489.78 1
7.875 2,175.21 49
7.625 2,175.21
XXXX XXXXX XXXX XX 00000 2 02/09/01 00
0432638260 05 04/01/01 0
1010006905 O 03/01/31
0
4517177 950/G01 F 217,500.00 ZZ
360 211,541.00 1
8.000 1,595.94 75
7.750 1,595.94
XXXXXX XXXXXX XX 00000 2 02/21/01 00
0432670891 05 04/01/01 0
EW101393 O 03/01/31
0
4575562 B57/G01 F 396,000.00 ZZ
360 385,017.06 1
7.625 2,802.86 80
7.375 2,802.86
XXX XXXXXXX XX 00000 1 04/06/01 00
0432730869 05 06/01/01 0
2112594 O 05/01/31
0
1
4584346 665/G01 F 350,400.00 ZZ
360 340,023.65 1
7.375 2,420.13 80
7.125 2,420.13
XXX XXXX XX 00000 1 03/27/01 00
0432693711 05 05/01/01 0
88101101 O 04/01/31
0
4653477 E23/G01 F 274,550.00 ZZ
360 266,493.26 1
7.250 1,872.91 95
7.000 1,872.91
XXXXXXXXX XX 00000 1 04/23/01 11
0432794998 03 06/01/01 30
11003459 O 05/01/31
0
4660459 286/286 F 945,000.00 ZZ
360 918,871.26 1
7.750 6,770.10 70
7.500 6,770.10
XXXX XX 00000 1 03/22/01 00
9954138 03 05/01/01 0
9954138 O 04/01/31
0
4660466 286/286 F 409,000.00 ZZ
360 397,165.68 1
7.500 2,859.79 78
7.250 2,859.79
XXX XXXX XX 00000 2 03/09/01 00
9800685 05 05/01/01 0
9800685 O 04/01/31
0
4667947 286/286 F 96,000.00 ZZ
360 93,038.11 1
7.375 663.05 73
7.125 663.05
XXXXXXXX XX 00000 2 03/22/01 00
9954465 05 05/01/01 0
9954465 O 04/01/31
0
4668073 E45/G01 F 60,000.00 ZZ
360 58,485.81 1
8.125 445.50 60
7.875 445.50
0
XXXXXX XXXXX XX 00000 5 04/23/01 00
0432794626 05 06/01/01 0
132157 O 05/01/31
0
4686431 E22/G01 F 20,000.00 ZZ
360 19,501.71 1
8.125 148.50 67
7.875 148.50
XXXXXX XX 00000 0 00/17/01 00
0412541112 05 06/01/01 0
0412541112 O 05/01/31
0
4838951 U62/G01 F 548,000.00 ZZ
360 533,977.33 1
8.000 4,021.03 80
7.750 4,021.03
XXXXXX XX 00000 2 05/25/01 00
0432918191 05 07/01/01 0
2001245415 O 06/01/31
0
4894239 E22/G01 F 175,000.00 ZZ
360 169,871.63 1
7.125 1,179.01 90
6.875 1,179.01
COVINA XX 00000 2 05/21/01 04
0412593667 05 07/01/01 25
0412593667 O 06/01/31
0
4904597 405/943 F 326,400.00 ZZ
360 313,732.22 1
7.250 2,226.63 80
6.750 2,226.63
XXXX XXXXXX XX 00000 1 05/25/01 00
1734212 03 07/01/01 0
0017342122 O 06/01/31
0
4948819 286/286 F 388,500.00 ZZ
360 370,978.44 1
7.375 2,683.28 70
7.125 2,683.28
XXXXXXXXXX XX 00000 2 05/24/01 00
0328120 03 07/01/01 0
328120 O 06/01/31
0
1
4968214 757/G01 F 312,000.00 ZZ
360 303,825.63 1
7.500 2,181.55 80
7.250 2,181.55
XXXXX XXXXXX XX 00000 2 06/27/01 00
0432922185 05 08/01/01 0
1000315414 O 07/01/31
0
5053898 E22/G01 F 198,800.00 ZZ
360 193,711.08 1
8.000 1,458.72 90
7.750 1,458.72
XXXXXX XX 00000 2 06/22/01 04
0412750143 03 08/01/01 25
0412750143 O 07/01/31
0
5142790 664/G01 F 389,600.00 ZZ
360 378,759.53 1
7.875 2,824.88 80
7.625 2,824.88
XXXXXX XX 00000 1 07/24/01 00
0433147436 05 09/01/01 0
8254989 O 08/01/31
0
5220134 225/G01 F 486,000.00 ZZ
360 473,771.10 1
7.750 3,481.76 80
7.500 3,481.76
XXXXXX XXXX XX 00000 1 06/15/01 00
0432998946 05 08/01/01 0
6529303 O 07/01/31
0
5298368 E22/G01 F 420,000.00 ZZ
360 409,006.35 1
7.125 2,829.62 80
6.875 2,829.62
XXXXXXX XX 00000 2 08/09/01 00
0412880288 03 10/01/01 0
0412880288 O 09/01/31
0
5323509 W56/M32 F 851,000.00 ZZ
360 829,738.91 1
1
7.375 5,877.65 100
7.125 5,877.65
XXXXXXX XX 00000 1 08/10/01 00
400468047 05 10/01/01 0
0400468047 O 09/01/31
0
5358489 U05/G01 F 80,000.00 ZZ
360 77,928.29 1
7.875 580.06 40
7.625 580.06
XXXXXXX XX 00000 5 08/24/01 00
0433234515 05 10/01/01 0
3152857 O 09/01/31
0
5409628 025/025 F 288,000.00 ZZ
360 280,628.90 1
7.625 2,038.45 80
7.375 2,038.45
XXXXXXXXX XX 00000 1 06/26/01 00
0139284103 05 08/01/01 0
0139284103 O 07/01/31
0
5462009 623/G01 F 450,000.00 ZZ
360 437,745.38 1
7.625 3,185.07 70
7.375 3,185.07
XXXXX XX 00000 2 06/25/01 00
0433131851 03 08/01/01 0
5357422 O 07/01/31
0
5528077 994/X14 F 384,000.00 ZZ
360 375,571.77 1
8.250 2,884.86 79
8.000 2,884.86
XXX XXXX XX 00000 1 07/10/01 00
8016088802 05 09/01/01 0
218452393 O 08/01/31
0
1
TOTAL NUMBER OF LOANS : 327
TOTAL ORIGINAL BALANCE : 48,544,328.09
TOTAL PRINCIPAL BALANCE : 43,131,618.77
TOTAL ORIGINAL P+I : 388,254.88
TOTAL CURRENT P+I : 388,254.88
***************************
* END OF REPORT *
***************************
EXHIBIT F-2
GROUP I-B LOAN SCHEDULE
RUN ON : 03/26/04 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 13.29.03 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 ARM ABS CUTOFF : 03/01/04
POOL : 0004828
:
:
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
---------------------------------------------------------------------
1174566 .5000 13.8750
154,507.07 .0500 13.8250
4.0000 .0000 13.8250
3.5000 .0000 2.3250
3.4500 .0000 2.3250
3.4500 .0000
1229740 .4000 12.1000
173,588.73 .0500 12.0500
4.2500 .0000 12.0500
3.8500 .0000 1.8000
3.8000 .0000 1.8000
3.8000 .0000
1229761 .4000 12.7250
154,784.28 .0500 12.6750
4.1250 .0000 12.6750
3.7250 .0000 1.8000
3.6750 .0000 1.8000
3.6750 .0000
1229786 .4000 12.3500
132,508.25 .0500 12.3000
4.2500 .0000 12.3000
3.8500 .0000 1.8000
3.8000 .0000 1.8000
3.8000 .0000
1229790 .4000 12.3500
171,210.68 .0500 12.3000
4.1250 .0000 12.3000
3.7250 .0000 1.8000
3.6750 .0000 1.8000
3.6750 .0000
1229927 .4000 12.6000
184,379.33 .0500 12.5500
4.3750 .0000 12.5500
3.9750 .0000 1.9250
3.9250 .0000 1.9250
3.9250 .0000
1
1229935 .4000 12.4750
197,944.63 .0500 12.4250
4.1250 .0000 12.4250
3.7250 .0000 1.8000
3.6750 .0000 1.8000
3.6750 .0000
1229944 .4000 12.4750
156,904.14 .0500 12.4250
4.1250 .0000 12.4250
3.7250 .0000 1.8000
3.6750 .0000 1.8000
3.6750 .0000
1229954 .4000 12.4750
181,740.30 .0500 12.4250
4.1250 .0000 12.4250
3.7250 .0000 1.8000
3.6750 .0000 1.8000
3.6750 .0000
1229960 .4000 12.4750
151,645.43 .0500 12.4250
4.3750 .0000 12.4250
3.9750 .0000 1.8000
3.9250 .0000 1.8000
3.9250 .0000
1229986 .4000 12.4750
179,456.86 .0500 12.4250
4.1250 .0000 12.4250
3.7250 .0000 1.8000
3.6750 .0000 1.8000
3.6750 .0000
1230003 .4000 12.4750
144,506.01 .0500 12.4250
4.3750 .0000 12.4250
3.9750 .0000 1.8000
3.9250 .0000 1.8000
3.9250 .0000
1230004 .4000 12.4750
102,732.22 .0500 12.4250
4.1250 .0000 12.4250
3.7250 .0000 1.8000
3.6750 .0000 1.8000
3.6750 .0000
1230078 .4000 12.4750
170,601.26 .0500 12.4250
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1
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6.4500 .0000 1.9500
6.4500 .0000
4718121 .7500 11.0000
479,531.38 .0500 10.9500
6.7500 .0000 10.9500
6.0000 .0000 1.9500
5.9500 .0000 1.9500
5.9500 .0000
4718801 .7500 11.3750
365,640.37 .0500 11.3250
7.1250 .0000 11.3250
6.3750 .0000 1.9500
6.3250 .0000 1.9500
6.3250 .0000
4720882 .7500 12.0000
406,054.99 .0500 11.9500
6.7500 .0000 11.9500
6.0000 .0000 1.9500
5.9500 .0000 1.9500
5.9500 .0000
4720908 .7500 11.1250
313,676.25 .0500 11.0750
6.8750 .0000 11.0750
6.1250 .0000 1.9500
6.0750 .0000 1.9500
6.0750 .0000
4721277 .7500 10.6250
386,176.32 .0500 10.5750
6.3750 .0000 10.5750
5.6250 .0000 1.9500
5.5750 .0000 1.9500
5.5750 .0000
1
4723882 .7500 11.2500
320,420.53 .0500 11.2000
7.0000 .0000 11.2000
6.2500 .0000 1.9500
6.2000 .0000 1.9500
6.2000 .0000
4724107 .7500 11.0000
580,078.41 .0500 10.9500
6.7500 .0000 10.9500
6.0000 .0000 1.9500
5.9500 .0000 1.9500
5.9500 .0000
4728235 .7500 11.2500
598,181.32 .0500 11.2000
7.0000 .0000 11.2000
6.2500 .0000 1.9500
6.2000 .0000 1.9500
6.2000 .0000
4730835 .7500 11.1250
492,923.42 .0500 11.0750
6.8750 .0000 11.0750
6.1250 .0000 1.9500
6.0750 .0000 1.9500
6.0750 .0000
4731256 .7500 11.2500
341,115.61 .0500 11.2000
7.0000 .0000 11.2000
6.2500 .0000 1.9500
6.2000 .0000 1.9500
6.2000 .0000
4733966 .7500 10.7500
294,405.60 .0500 10.7000
6.5000 .0000 10.7000
5.7500 .0000 1.9500
5.7000 .0000 1.9500
5.7000 .0000
4734346 .7500 11.5000
387,878.46 .0500 11.4500
7.2500 .0000 11.4500
6.5000 .0000 1.9500
6.4500 .0000 1.9500
6.4500 .0000
TOTAL NUMBER OF LOANS: 997
TOTAL BALANCE........: 87,307,783.18
RUN ON : 03/26/04 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 13.29.03 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 ARM ARM SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004828
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------
CURR NOTE RATE 8.1818 2.2500 13.6000
RFC NET RATE 7.6817 1.7500 13.1000
NET MTG RATE(INVSTR RATE) 7.6317 1.7000 13.0500
POST STRIP RATE 7.6317 1.7000 13.0500
SUB SERV FEE .5002 .2500 .7500
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) 15.0037 10.0000 20.1400
MAX NET MTG RT(MAX INV RT) 14.9537 9.9500 20.0900
MAX POST STRIP RATE 14.9537 9.9500 20.0900
INV RATE MARGIN 4.7083 .4500 9.2500
POST STRIP MARGIN 4.7083 .4500 9.2500
TOTAL NUMBER OF LOANS: 997
TOTAL BALANCE........: 87,307,783.18
***************************
* END OF REPORT *
***************************
RUN ON : 03/26/04 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 13.29.03 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 ARM ABS CUTOFF : 03/01/04
POOL : 0004828
:
:
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
______________________________________________________________________________
1174566 4.0000 210,000.00 100
4.0000 154,507.07 ZZ
3.5000 1,596.15 1
14.3750 1,192.05 75
XXXXXXXXXXX XX 00000 13.8750 04/25/88
11373005 .0000 06/01/88 00
599407 .0000 05/01/18 0
0 2.8750 05/01/89 05/01/04
186/076 2.3750 06/01/89 06/01/04
45 6.3750 .0000 .0000
A 10.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1229740 4.2500 250,000.00 100
4.2500 173,588.73 ZZ
3.8500 1,748.04 1
12.5000 1,429.73 75
XXXXXXXX XX 00000 12.1000 05/19/87
4208746984 .0000 07/01/87 00
4492370 .0000 06/01/17 0
1677229507 2.2500 12/01/87 06/01/04
1
980/S48 1.8500 01/01/88 07/01/04
60 6.5000 .0000 .0000
A 8.5000 6 6
360 7 1.0000 1.0000
5.0000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1229761 4.1250 221,250.00 100
4.1250 154,784.28 ZZ
3.7250 1,642.78 1
13.1250 1,253.45 75
XXXXXXXX XX 00000 12.7250 07/06/87
4604495137 .0000 09/01/87 00
4495130 .0000 08/01/17 0
1677229510 2.2500 02/01/88 08/01/04
980/S48 1.8500 03/01/88 09/01/04
60 7.1250 .0000 .0000
A 9.1250 6 6
360 7 1.0000 1.0000
5.0000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1229786 4.2500 192,000.00 100
4.2500 132,508.25 ZZ
3.8500 1,375.52 1
12.7500 1,061.84 80
XXX XXXXXXXXX XX 00000 12.3500 10/20/87
4608751055 .0000 01/01/88 00
4499690 .0000 12/01/17 0
1677229511 2.2500 06/01/88 06/01/04
980/S48 1.8500 07/01/88 07/01/04
60 6.7500 .0000 .0000
A 8.7500 6 6
360 7 1.0000 1.0000
5.0000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1229790 4.1250 241,000.00 100
4.1250 171,210.68 ZZ
3.7250 1,726.56 1
12.7500 1,355.22 68
XXXXXXXX XXXXX XX 00000 12.3500 12/08/87
1
0000000000 .0000 02/01/88 00
4499860 .0000 01/01/18 0
1677229512 2.2500 07/01/88 07/01/04
980/S48 1.8500 08/01/88 08/01/04
60 6.7500 .0000 .0000
A 8.7500 6 6
360 7 1.0000 1.0000
5.0000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1229927 4.3750 252,000.00 100
4.3750 184,379.33 ZZ
3.9750 1,762.03 1
13.0000 1,421.26 80
XXXXXXX XX 00000 12.6000 10/04/88
4408757674 .0000 12/01/88 00
4510490 .0000 11/01/18 0
1677229517 2.3750 05/01/89 05/01/04
980/S48 1.9750 06/01/89 06/01/04
60 6.5000 .0000 .0000
A 8.5000 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1229935 4.1250 273,750.00 100
4.1250 197,944.63 ZZ
3.7250 1,890.38 1
12.8750 1,513.44 75
XXX XXXXXXX XX 00000 12.4750 08/10/88
4404510671 .0000 10/01/88 00
4510670 .0000 09/01/18 0
1677229518 2.2500 03/01/89 09/01/04
980/S48 1.8500 04/01/89 10/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1229944 4.1250 219,200.00 100
4.1250 156,904.14 ZZ
1
3.7250 1,513.96 1
12.8750 1,199.66 80
XXXXXX XXXX XX 00000 12.4750 08/22/88
4208757999 .0000 10/01/88 00
4510990 .0000 09/01/18 0
1677229519 2.2500 03/01/89 09/01/04
980/S48 1.8500 04/01/89 10/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1229954 4.1250 250,000.00 100
4.1250 181,740.30 ZZ
3.7250 1,726.69 1
12.8750 1,389.55 75
XXX XXXXXXXXX XX 00000 12.4750 08/24/88
4108758220 .0000 10/01/88 00
4511330 .0000 09/01/18 0
1677229521 2.2500 03/01/89 09/01/04
980/S48 1.8500 04/01/89 10/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1229960 4.3750 208,000.00 100
4.3750 151,645.43 ZZ
3.9750 1,436.61 1
12.8750 1,173.71 80
XXXXXXX XXXXX XX 00000 12.4750 09/14/88
4104511615 .0000 11/01/88 00
4511610 .0000 10/01/18 0
0000000000 2.2500 04/01/89 04/01/04
980/S48 1.8500 05/01/89 05/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
1229986 4.1250 250,000.00 100
4.1250 179,456.86 ZZ
3.7250 1,726.69 1
12.8750 1,372.09 70
XXX XXXXXXX XX 00000 12.4750 08/18/88
4708759222 .0000 10/01/88 00
4512710 .0000 09/01/18 0
1677229523 2.2500 03/01/89 09/01/04
980/S48 1.8500 04/01/89 10/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230003 4.3750 206,250.00 100
4.3750 144,506.01 ZZ
3.9750 1,424.52 1
12.8750 1,131.28 75
XXXX XX 00000 12.4750 09/13/88
4708759677 .0000 11/01/88 00
4513420 .0000 10/01/18 0
1677229524 2.2500 04/01/89 04/01/04
980/S48 1.8500 05/01/89 05/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230004 4.1250 250,000.00 100
4.1250 102,732.22 ZZ
3.7250 1,726.69 1
12.8750 785.47 67
XXXXXXXX XXXXX XX 00000 12.4750 08/15/88
4404513444 .0000 10/01/88 00
4513440 .0000 09/01/18 0
1677229525 2.2500 03/01/89 09/01/04
980/S48 1.8500 04/01/89 10/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230078 4.3750 234,000.00 100
4.3750 170,601.26 ZZ
3.9750 1,616.18 1
12.8750 1,320.42 65
XXX XXXX XX 00000 12.4750 08/30/88
4104516234 .0000 11/01/88 00
4516230 .0000 10/01/18 0
1677229528 2.2500 04/01/89 04/01/04
980/S48 1.8500 05/01/89 05/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230094 4.3750 207,000.00 100
4.3750 137,785.32 ZZ
3.9750 1,447.38 1
12.8750 1,066.43 90
XXXX XX 00000 12.4750 09/08/88
4908761770 .0000 11/01/88 11
4516660 .0000 10/01/18 17
1677229529 2.2500 04/01/89 04/01/04
980/S48 1.8500 05/01/89 05/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230095 4.2500 220,000.00 100
4.2500 160,857.42 ZZ
3.8500 1,519.49 1
12.8750 1,229.78 00
XXXXX XXXXX XX 00000 12.4750 10/11/88
4708761780 .0000 12/01/88 00
4516670 .0000 11/01/18 0
0000000000 2.2500 05/01/89 05/01/04
980/S48 1.8500 06/01/89 06/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
1
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230109 4.2500 192,750.00 100
4.2500 139,595.31 ZZ
3.8500 1,331.28 1
12.8750 1,068.29 75
XXX XXXXXX XX 00000 12.4750 10/25/88
4408762070 .0000 12/01/88 00
4517120 .0000 11/01/18 0
1677229531 2.2500 05/01/89 05/01/04
980/S48 1.8500 06/01/89 06/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230130 4.2500 235,875.00 100
4.2500 28,683.85 ZZ
3.8500 1,629.13 1
12.8750 491.04 75
XXXX XXXX XX 00000 12.4750 10/07/88
4208762395 .0000 12/01/88 00
4517680 .0000 11/01/18 0
1677229533 2.2500 05/01/89 05/01/04
980/S48 1.8500 06/01/89 06/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230183 4.3750 191,600.00 100
4.3750 134,348.06 ZZ
3.9750 1,323.34 1
12.8750 1,043.76 80
XXXX XXXXXX XX 00000 12.4750 09/16/88
4504519036 .0000 11/01/88 00
4519030 .0000 10/01/18 0
1677229535 2.2500 04/01/89 04/01/04
1
980/S48 1.8500 05/01/89 05/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230194 4.3750 264,800.00 100
4.3750 188,045.67 ZZ
3.9750 1,828.91 1
12.8750 1,455.44 80
XXXXXXXX XX 00000 12.4750 09/16/88
4108763295 .0000 11/01/88 00
4519450 .0000 10/01/18 0
1677229537 2.2500 04/01/89 04/01/04
980/S48 1.8500 05/01/89 05/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230219 4.2500 247,500.00 100
4.2500 177,122.68 ZZ
3.8500 1,709.43 1
12.8750 1,364.33 00
XX XXXXXXXXX XX 00000 12.4750 10/05/88
4208763716 .0000 12/01/88 00
4520340 .0000 11/01/18 0
1677229538 2.2500 05/01/89 05/01/04
980/S48 1.8500 06/01/89 06/01/04
60 6.3750 .0000 .0000
A 8.3750 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1230240 4.2500 246,000.00 100
4.2500 180,401.86 ZZ
3.8500 1,741.18 1
13.1250 1,373.59 75
XXXXXXXXXX XXX XX 00000 12.7250 11/02/88
1
0000000000 .0000 01/01/89 00
4521240 .0000 12/01/18 0
1677229540 2.2500 06/01/89 06/01/04
980/S48 1.8500 07/01/89 07/01/04
60 6.6250 .0000 .0000
A 8.6250 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
.0000 X X .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379102 4.2500 311,000.00 100
4.2500 267,007.01 ZZ
3.8750 1,575.79 1
10.5000 1,657.79 00
XXXXX XXXXXX X XX 00000 10.1250 12/29/93
008678045 .0000 03/01/94 00
8678045 .0000 02/01/24 0
0 3.0000 02/01/95 02/01/05
799/070 2.6250 03/01/95 03/01/05
45 3.0000 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379180 4.2500 330,400.00 100
4.2500 283,662.89 ZZ
3.8750 1,674.09 1
10.5000 1,761.21 80
XX XXXXXXX XX 00000 10.1250 12/30/93
009101480 .0000 03/01/94 00
9101480 .0000 02/01/24 0
0 3.0000 02/01/95 02/01/05
799/070 2.6250 03/01/95 03/01/05
45 3.0000 .0000 .0000
A 6.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1379185 4.2500 264,100.00 100
4.2500 227,026.83 ZZ
1
3.8750 1,377.67 1
10.7500 1,409.56 00
XXXX XX XXX XX XX 00000 10.3750 01/10/94
009103414 .0000 03/01/94 04
9103414 .0000 02/01/24 17
0 3.0000 02/01/95 02/01/05
799/070 2.6250 03/01/95 03/01/05
45 3.0000 .0000 .0000
A 6.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
1379234 4.3750 392,000.00 100
4.3750 295,595.73 ZZ
4.0000 2,164.64 1
11.2500 1,861.20 80
XXX XXXXX XX 00000 10.8750 12/21/93
009156856 .0000 02/01/94 00
9156856 .0000 01/01/24 0
0 3.0000 01/01/95 01/01/05
799/070 2.6250 02/01/95 02/01/05
45 3.2500 .0000 .0000
A 7.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1394778 3.7500 290,000.00 100
3.7500 234,845.81 ZZ
3.3750 1,646.59 1
11.5000 1,487.19 00
XXXX XXXXXXXXX XX 00000 11.1250 04/17/92
4338006 .0000 06/01/92 00
4338006 .0000 05/01/22 0
0 2.6250 05/01/93 05/01/04
177/447 2.2500 06/01/93 06/01/04
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
1394789 4.1250 400,300.00 100
4.1250 45,740.92 ZZ
3.7500 4,060.11 1
15.0000 3,603.77 00
XXXX XXXXXXXXX XX 00000 14.6250 03/07/90
9791062 .0000 05/01/90 00
4321154 .0000 04/01/05 0
0 2.7500 04/01/91 04/01/04
177/447 2.3750 05/01/91 05/01/04
45 7.0000 .0000 .0000
A 11.0000 12 12
180 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1394805 3.7500 265,000.00 100
3.7500 214,690.68 ZZ
3.3750 2,037.62 1
14.5000 1,400.49 00
XXXXXX XXXX XX 00000 14.1250 07/02/91
3609804 .0000 09/01/91 00
3609304 .0000 08/01/21 0
0 2.7500 08/01/92 08/01/04
177/447 2.3750 09/01/92 09/01/04
45 6.5000 .0000 .0000
A 10.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1394849 3.6250 600,000.00 100
3.6250 453,655.30 ZZ
3.2500 3,406.73 1
11.5000 2,851.56 60
XXXXXXXXXX XXX XX 00000 11.1250 07/01/92
4344804 .0000 09/01/92 00
4344804 .0000 08/01/22 0
0 2.6250 08/01/93 08/01/04
177/447 2.2500 09/01/93 09/01/04
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1394854 3.7500 600,000.00 100
3.7500 486,918.57 ZZ
3.3750 3,501.44 1
11.7500 3,083.46 33
XXXXXXXXXX XXX XX 00000 11.3750 04/27/92
4344715 .0000 06/01/92 00
4344715 .0000 05/01/22 0
0 2.6250 05/01/93 05/01/04
177/447 2.2500 06/01/93 06/01/04
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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14.6250 398.39 80
PLANTERSVILLE TX 77363 14.1250 01/30/98
0410674766 .0000 03/01/98 00
410674766 .0000 02/01/28 0
0 4.2500 02/01/01 08/01/04
E22/H62 3.7500 03/01/01 09/01/04
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12.5000 31,282.57 ZZ
12.0000 350.06 1
19.5000 344.39 80
WATERLOO IA 50703 19.0000 08/25/97
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41420 12.0000 09/01/27 0
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L34/H62 6.1560 10/01/99 10/01/04
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1
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1696987 11.4900 34,000.00 100
11.4900 32,475.21 ZZ
10.9900 336.44 1
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DETROIT MI 48226 17.9900 09/26/97
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43051 10.9900 10/01/27 0
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9.2500 285,471.61 ZZ
8.7500 2,468.03 1
16.2500 2,473.54 63
SANTA CRUZ CA 95060 15.7500 01/14/98
0007390271 9.2500 03/01/98 00
97122675 8.7500 02/01/28 0
0 6.0000 02/01/00 08/01/04
B83/H62 5.5000 03/01/00 09/01/04
25 9.2500 .0000 .0000
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360 E 1.5000 1.5000
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1697309 10.6000 97,000.00 100
10.6000 93,643.62 ZZ
10.1000 894.56 2
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PATERSON NJ 07522 16.1000 12/15/97
0007389315 10.6000 02/01/98 00
2922 10.1000 01/01/28 0
0 7.2000 01/01/00 07/01/04
1
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1697322 11.2500 193,500.00 100
11.2500 184,276.46 ZZ
10.7500 1,879.39 1
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CYPRESS TX 77429 17.5000 02/10/98
0007388606 11.2500 03/10/98 00
3194 10.7500 02/10/28 0
0 6.7500 02/10/00 08/10/04
G13/H62 6.2500 03/10/00 09/10/04
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1697396 9.5000 66,000.00 100
9.5000 62,788.51 ZZ
9.0000 554.97 1
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TOPEKA KS 66614 15.0000 10/03/97
0007387624 9.5000 12/01/97 00
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F14/H62 5.7500 12/01/99 06/01/04
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9.6250 142,610.06 ZZ
9.1250 1,264.36 1
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NORRISTOWN PA 19401 15.1250 12/10/97
1
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1697624 11.0000 56,000.00 100
11.0000 53,553.34 ZZ
10.5000 533.30 1
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COVINGTON OH 45318 17.5000 01/14/98
0007393929 11.0000 03/01/98 00
44548 10.5000 02/01/28 0
0 6.0000 02/01/00 08/01/04
L34/H62 5.5000 03/01/00 09/01/04
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1697848 6.6250 29,050.00 100
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6.1250 238.99 1
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PHILADELPHIA PA 19130 14.7500 04/07/98
0800135428 .0000 06/01/98 00
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6.8750 48,458.61 ZZ
1
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THE WOODLANDS TX 77380 14.2500 01/30/98
0410690879 .0000 03/01/98 00
410690879 .0000 02/01/28 0
0 5.6250 02/01/99 02/01/05
E22/H62 5.1250 03/01/99 03/01/05
45 6.7500 .0000 .0000
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1698016 7.1250 62,000.00 100
7.1250 58,974.08 ZZ
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ALBUQUERQUE NM 87110 14.2500 02/13/98
0007400930 .0000 04/01/98 23
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5.6250 524.69 1
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MOAB UT 84532 15.0000 03/03/98
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L16/L06 4.3750 05/01/00 05/01/04
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1
1698390 7.2500 104,250.00 100
7.2500 97,378.83 ZZ
6.7500 857.64 1
16.2500 722.01 75
LIVONIA MI 48150 15.7500 06/16/97
0800135576 7.2500 08/01/97 00
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0 3.7500 07/01/98 07/01/04
L37/L06 3.2500 08/01/98 08/01/04
45 7.2500 .0000 .0000
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2.0000 5 00 00/00/00
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1698400 7.0000 236,000.00 100
7.0000 223,324.72 ZZ
6.5000 1,962.93 1
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PLACITAS NM 87043 15.8750 05/23/97
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L37/L06 5.2500 01/01/98 07/01/04
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A 10.8750 6 6
360 E 1.5000 1.5000
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1698402 6.0000 50,000.00 100
6.0000 33,154.77 ZZ
5.5000 353.90 1
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CHELSEA MI 48118 14.1250 05/28/97
0800135675 .0000 07/01/97 00
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0 4.7500 12/01/97 06/01/04
L37/L06 4.2500 01/01/98 07/01/04
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360 E 1.5000 1.5000
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1
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1698437 9.3750 61,200.00 100
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8.8750 509.03 1
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TUCKER GA 30084 14.8750 06/25/97
0800135956 9.3750 08/01/97 23
133062643 8.8750 07/01/27 0
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L37/L06 5.8000 02/01/98 08/01/04
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360 E 1.0000 1.0000
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JACKONSVILLE FL 32211 13.6500 08/12/97
0800136095 8.1500 10/01/97 00
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L37/L06 4.0500 04/01/98 10/01/04
25 8.1500 .0000 .0000
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1698504 9.3500 127,500.00 100
9.3500 121,749.53 ZZ
8.8500 1,058.16 2
16.3500 1,067.31 75
TRACY CA 95376 15.8500 09/25/97
0800136434 9.3500 11/01/97 00
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0 6.5000 04/01/98 04/01/04
L37/L06 6.0000 05/01/98 05/01/04
25 9.3500 .0000 .0000
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1
360 E 1.5000 1.5000
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1698516 10.1250 131,250.00 100
10.1250 126,157.77 ZZ
9.6250 1,163.95 1
17.1250 1,173.84 75
WADSWORTH IL 60083 16.6250 09/25/97
0800136541 10.1250 11/01/97 00
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0 6.7500 04/01/98 04/01/04
L37/L06 6.2500 05/01/98 05/01/04
25 10.1250 .0000 .0000
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360 E 1.5000 1.5000
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1698543 6.3750 64,000.00 100
6.3750 58,901.88 ZZ
5.8750 503.49 1
14.7500 400.44 80
MAYWOOD IL 60153 14.2500 01/30/98
0410678726 .0000 03/01/98 00
410678726 .0000 02/01/28 0
0 5.1250 02/01/99 02/01/05
E22/H62 4.6250 03/01/99 03/01/05
45 6.7500 .0000 .0000
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360 1 2.0000 2.0000
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1700248 11.7000 54,000.00 100
11.7000 52,381.58 ZZ
11.2000 543.02 1
17.7000 545.03 46
COMMERCE TWP MI 48382 17.2000 11/28/97
0007397300 11.7000 01/03/98 00
44113 11.2000 12/03/27 0
0 7.2500 06/03/98 06/03/04
1
L34/H62 6.7500 07/03/98 07/03/04
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1700308 7.8750 35,250.00 100
7.8750 33,751.60 ZZ
7.3750 302.59 1
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TOLEDO OH 43608 15.2400 10/08/97
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0 6.7500 11/01/99 05/01/04
L34/H62 6.2500 12/01/99 06/01/04
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1700344 7.8750 37,500.00 100
7.8750 35,892.47 ZZ
7.3750 321.91 1
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TOLEDO OH 43607 15.2400 10/08/97
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39426 .0000 11/01/27 0
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L34/H62 6.2500 12/01/99 06/01/04
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6.5000 136,422.97 ZZ
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PLAINFIELD IL 60544 15.1250 02/09/98
1
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10.1250 81,006.53 T
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FAYETTEVILLE GA 30214 15.6250 02/09/98
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TALLAHASSEE FL 32312 15.5000 01/30/98
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1
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GREENVILLE GA 30222 13.8750 12/29/97
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OCALA FL 34470 16.8750 12/10/97
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DICKINSON ND 58601 15.1250 04/23/98
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1702670 6.8750 178,500.00 100
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HAGERSTOWN MD 21742 15.7500 03/27/98
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PRAIRIE TOWNSH OH 43228 15.0000 02/13/98
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DES MOINES IA 50312 14.1250 03/16/98
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MIAMI FL 33183 16.8500 01/13/98
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FORT LAUDERDAL FL 33334 14.3750 02/13/98
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BRYSON CITY NC 28713 14.3750 02/10/98
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0 5.1250 03/01/99 03/01/05
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1705372 10.2000 40,600.00 100
10.2000 38,934.52 ZZ
9.7000 362.31 1
17.2000 362.62 70
HOUSTON TX 77072 16.7000 02/26/98
0800138729 10.2000 04/01/98 00
981658 9.7000 03/01/28 0
0 5.5000 03/01/00 09/01/04
E78/L06 5.0000 04/01/00 10/01/04
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SEFFNER FL 33584 15.6250 02/13/98
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1705482 9.9500 31,200.00 100
9.9500 25,867.33 ZZ
9.4500 272.65 1
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HOUSTON TX 77072 16.4500 03/03/98
0800138968 9.9500 05/01/98 00
981542 9.4500 04/01/28 0
0 6.2500 04/01/00 04/01/04
1
E78/L06 5.7500 05/01/00 05/01/04
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11.1000 380.01 1
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SUPERIOR AZ 85273 18.1000 02/12/98
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PEORIA AZ 85382 16.7000 02/12/98
1
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RIVERSIDE CA 92503 14.5000 07/13/98
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MEMPHIS TN 38128 15.6500 05/19/98
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MULLINS SC 29574 16.0000 06/24/98
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DYERSBURG TN 38024 16.1250 07/17/98
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DULUTH GA 30096 16.2500 07/22/98
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JONESBORO GA 30236 15.0000 07/22/98
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NEW PARIS PA 15554 14.5000 07/30/98
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HENDERSONVILLE NC 28739 15.3750 07/16/98
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LOS ANGELES CA 90026 15.0000 07/20/98
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OKLAHOMA CITY OK 73112 15.5000 07/31/98
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TULARE CA 93274 15.0000 07/24/98
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CINCINNATI OH 45247 16.1500 07/27/98
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CANTON OH 44706 16.5500 05/26/98
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RIVERDALE GA 30296 16.3000 07/10/98
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BURNSVILLE NC 28714 15.4500 05/11/98
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PISCATAWAY NJ 08854 16.0500 07/31/98
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BUCHANAN TN 38222 16.3750 07/27/98
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ARLINGTON TX 76001 16.1250 07/31/98
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CANYON LAKE TX 78133 16.0000 08/06/98
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SAN ANTONIO TX 78229 15.5000 07/29/98
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COLLEYVILLE TX 76034 16.8750 07/31/98
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GLADSTONE MO 64118 16.6250 08/03/98
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MARCOLA OR 97454 15.4500 02/03/98
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ROY UT 84067 15.0000 03/19/98
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SHADY SHORES TX 76208 17.4900 07/31/98
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LAKEVIEW MI 48850 16.4000 07/22/98
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WYOMING MI 49509 16.9100 06/01/98
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KIMBALL MI 48074 18.0500 07/27/98
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CONCORD VA 24538 17.0000 07/29/98
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0800292492 9.0500 09/01/98 00
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WENATCHEE WA 98801 15.5500 07/30/98
0800292690 9.0500 09/01/98 00
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HOUSTON TX 77087 16.3000 07/30/98
0800292922 9.8000 09/01/98 00
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PHOENIX AZ 85027 16.0500 07/30/98
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1
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TREMONTON UT 84337 15.3000 07/21/98
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BURKBURNETT TX 76354 16.8000 08/13/98
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CLEBURNE TX 76031 16.3000 08/14/98
0800293847 9.8000 10/01/98 00
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SAN ANTONIO TX 78247 15.8000 08/10/98
0800293888 9.3000 10/01/98 00
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0800293904 9.8000 09/01/98 00
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0800294696 11.2500 10/01/98 23
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.0000 05 0 00/00/00
N .0000
2649160 10.6500 115,850.00 100
10.6500 112,084.63 ZZ
10.1500 1,072.74 1
16.6500 1,078.68 75
XXXXX XXXXXX XX 00000 16.1500 03/27/98
0800627556 10.6500 05/01/98 00
700918417 10.1500 04/01/28 0
0 7.4250 04/01/00 04/01/04
183/L06 6.9250 05/01/00 05/01/04
45 10.6500 .0000 .0000
A 13.6500 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
2660876 7.1200 38,951.00 100
7.1200 37,083.12 ZZ
6.6200 320.44 1
15.2500 268.28 71
XXXX XX 00000 14.7500 05/15/98
0800629040 .0000 06/20/98 00
34853655 .0000 05/20/28 0
0 5.8500 05/20/99 05/20/04
M59/L06 5.3500 06/20/99 06/20/04
45 7.2500 .0000 .0000
A 11.2500 12 12
360 1 2.0000 2.0000
6.0000 X X .0000
.0000 X X .0000
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4684132 7.2500 323,450.00 100
7.2500 323,218.08 ZZ
7.0000 1,954.18 1
12.2500 1,952.78 80
XXXXXXXXX XX 00000 12.0000 04/20/01
0432731909 .0000 06/01/01 00
31100089 .0000 05/01/31 0
0 2.7500 05/01/06 05/01/06
696/G01 2.5000 06/01/06 06/01/06
45 2.7500 .0000 .0000
A 12.2500 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
4701649 7.1250 117,500.00 100
7.1250 113,740.98 ZZ
6.8750 791.62 1
12.1250 791.62 86
XXXXXXX XX 00000 11.8750 02/23/01
651374 .0000 04/01/01 04
651374 .0000 03/01/31 25
0 2.7500 03/01/06 03/01/06
514/514 2.5000 04/01/06 04/01/06
45 2.7500 .0000 .0000
A 12.1250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
4711048 6.6250 450,000.00 100
6.6250 434,717.07 ZZ
6.3750 2,881.40 1
11.6250 2,881.40 00
XXXXXX XX 00000 11.3750 04/02/01
756585 .0000 05/01/01 00
756585 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
514/514 2.5000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 11.6250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
4713613 6.8750 424,000.00 100
6.8750 409,802.47 ZZ
6.1250 2,785.38 1
11.8750 2,785.38 80
XXX XXXXXX XX 00000 11.1250 02/28/01
0043420439 .0000 04/01/01 00
43420439 .0000 03/01/31 0
0 2.7500 03/01/06 03/01/06
998/686 2.0000 04/01/06 04/01/06
45 2.7500 .0000 .0000
A 11.8750 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
4716797 7.2500 308,000.00 100
7.2500 298,666.67 ZZ
6.5000 2,101.10 1
12.2500 2,101.10 80
XXXXXXX XX 00000 11.5000 03/12/01
0027386879 .0000 05/01/01 00
27386879 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 12.2500 12 12
1
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
4718121 6.7500 496,000.00 100
6.7500 479,531.38 ZZ
6.0000 3,217.05 1
11.7500 3,217.05 69
XXXXXXXX XX 00000 11.0000 03/22/01
0043796994 .0000 05/01/01 00
43796994 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 11.7500 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
4718801 7.1250 377,341.00 100
7.1250 365,640.37 ZZ
6.3750 2,542.22 1
12.1250 2,542.22 75
XXXXXX XXXXX XX 00000 11.3750 03/23/01
0043100205 .0000 05/01/01 00
43100205 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 12.1250 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
4720882 6.7500 420,000.00 100
6.7500 406,054.99 ZZ
6.0000 2,724.11 1
12.7500 2,724.11 70
XXXX XXXXXX XX 00000 12.0000 03/12/01
0041045055 .0000 05/01/01 00
41045055 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
1
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 11.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4720908 6.8750 325,500.00 100
6.8750 313,676.25 ZZ
6.1250 2,138.30 1
11.8750 2,138.30 70
XXXXXX XXXXX XX 00000 11.1250 03/05/01
0043092543 .0000 05/01/01 00
43092543 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 11.8750 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
4721277 6.3750 400,400.00 100
6.3750 386,176.32 ZZ
5.6250 2,497.98 1
11.3750 2,497.98 90
XXXXXXXX XX 00000 10.6250 03/20/01
0043550441 .0000 05/01/01 11
43550441 .0000 04/01/31 25
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 11.3750 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
4723882 7.0000 331,000.00 100
7.0000 320,420.53 ZZ
6.2500 2,202.15 1
12.0000 2,202.15 00
XXX XXXXXXXXX XX 00000 11.2500 03/21/01
1
0033117250 .0000 05/01/01 00
33117250 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 12.0000 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
4724107 6.7500 600,000.00 100
6.7500 580,078.41 ZZ
6.0000 3,891.59 1
11.7500 3,891.59 73
XXXXXXXXXX XX 00000 11.0000 03/01/01
0043051077 .0000 05/01/01 00
43051077 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 11.7500 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
4728235 7.0000 624,000.00 100
7.0000 598,181.32 ZZ
6.2500 4,151.49 1
12.0000 4,151.49 80
XXXXXX XXXXXX XX 00000 11.2500 03/01/01
0040074882 .0000 05/01/01 00
40074882 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 12.0000 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
4730835 6.8750 510,000.00 100
6.8750 492,923.42 ZZ
1
6.1250 3,350.34 1
11.8750 3,350.34 00
XXXXXX XX 00000 11.1250 02/28/01
0042424697 .0000 04/01/01 00
42424697 .0000 03/01/31 0
0 2.7500 03/01/06 03/01/06
998/686 2.0000 04/01/06 04/01/06
45 2.7500 .0000 .0000
A 11.8750 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
4731256 7.0000 352,500.00 100
7.0000 341,115.61 ZZ
6.2500 2,345.19 1
12.0000 2,345.19 75
XXXXXX XXXXXX XX 00000 11.2500 03/16/01
0040157042 .0000 05/01/01 00
40157042 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 12.0000 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
4733966 6.5000 305,000.00 100
6.5000 294,405.60 ZZ
5.7500 1,927.81 1
11.5000 1,927.81 89
XXXXXXXXXX XX 00000 10.7500 03/28/01
0040252223 .0000 05/01/01 04
40252223 .0000 04/01/31 25
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 11.5000 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
4734346 7.2500 400,000.00 100
7.2500 387,878.46 ZZ
6.5000 2,728.71 1
12.2500 2,728.71 67
XXXXXXXX XXXXX XX 00000 11.5000 03/12/01
0040651952 .0000 05/01/01 00
40651952 .0000 04/01/31 0
0 2.7500 04/01/06 04/01/06
998/686 2.0000 05/01/06 05/01/06
45 2.7500 .0000 .0000
A 12.2500 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 06 0 00/00/00
O .0000
TOTAL NUMBER OF LOANS : 997
TOTAL ORIGINAL BALANCE : 96,215,148.33
TOTAL PRINCIPAL BALANCE : 87,307,783.18
TOTAL ORIGINAL P+I : 792,934.20
TOTAL CURRENT P+I : 718,605.99
***************************
* END OF REPORT *
***************************
EXHIBIT F-3
GROUP II LOAN SCHEDULE
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.16.58 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP I CUTOFF : 03/01/04
POOL : 0004819
:
:
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
--------------------------------------------------------------------------
1270481 .6250
3,069.40 .0500
9.2500 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1285035 .1250
118,195.33 .0500
8.8750 .0000
8.7500 .0000
8.7000 .0000
8.5000 .2000
1286968 .1250
121,630.18 .0500
8.8750 .0000
8.7500 .0000
8.7000 .0000
8.5000 .2000
1306389 .2500
190,402.97 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1402442 .2500
70,224.81 .0500
9.3750 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1405007 .2500
9,744.05 .0500
9.7500 .0000
9.5000 .0000
9.4500 .0000
8.5000 .9500
1
1405806 .2500
196,233.52 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1415636 .5000
19,858.53 .0500
12.3500 .0000
11.8500 .0000
11.8000 .0000
8.5000 3.3000
1421347 .5000
22,928.78 .0500
13.3750 .0000
12.8750 .0000
12.8250 .0000
8.5000 4.3250
1463364 .5000
84,717.08 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1465750 .5000
42,844.79 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
8.5000 1.8250
1465766 .5000
69,977.12 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
8.5000 1.0750
1469514 .5000
131,424.95 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1470089 .5000
55,259.01 .0500
9.3250 .0000
8.8250 .0000
8.7750 .0000
8.5000 .2750
1
1471846 .5000
77,506.58 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1479417 .5000
20,540.02 .0500
11.2500 .0000
10.7500 .0000
10.7000 .0000
8.5000 2.2000
1479420 .5000
96,496.39 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1480628 .5000
46,988.49 .0500
10.6250 .0000
10.1250 .0000
10.0750 .0000
8.5000 1.5750
1485186 .5000
72,778.27 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1488587 .5000
190,526.37 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1529981 .5000
27,894.60 .0500
11.4500 .0000
10.9500 .0000
10.9000 .0000
8.5000 2.4000
1532893 .5000
20,046.54 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1
1538413 .5000
67,385.92 .0500
10.6250 .0000
10.1250 .0000
10.0750 .0000
8.5000 1.5750
1541291 .2500
13,502.37 .0500
9.6250 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1542040 .5000
57,292.56 .0500
9.4500 .0000
8.9500 .0000
8.9000 .0000
8.5000 .4000
1542048 .5000
141,790.30 .0500
10.8000 .0000
10.3000 .0000
10.2500 .0000
8.5000 1.7500
1542400 .5000
34,900.52 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1543754 .5000
9,368.20 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1546600 .5000
51,486.51 .0500
10.9500 .0000
10.4500 .0000
10.4000 .0000
8.5000 1.9000
1546966 .5000
19,637.82 .0500
13.5000 .0000
13.0000 .0000
12.9500 .0000
8.5000 4.4500
1
1547245 .5000
42,106.60 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1547557 .5000
52,895.32 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1548605 .5000
40,147.09 .0500
11.2500 .0000
10.7500 .0000
10.7000 .0000
8.5000 2.2000
1549703 .5000
12,812.76 .0500
11.3750 .0000
10.8750 .0000
10.8250 .0000
8.5000 2.3250
1551011 .5000
71,277.68 .0500
11.5000 .0000
11.0000 .0000
10.9500 .0000
8.5000 2.4500
1552469 .5000
45,820.57 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
8.5000 1.8250
1559259 .5000
47,746.15 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
8.5000 1.0750
1559277 .5000
21,262.07 .0500
9.7750 .0000
9.2750 .0000
9.2250 .0000
8.5000 .7250
1
1560836 .5000
40,669.00 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1561093 .5000
69,704.10 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1565451 .5000
44,381.41 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1567765 .5000
37,401.13 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1568138 .5000
28,356.60 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1568947 .5000
16,037.12 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1569692 .5000
21,204.39 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1570022 .5000
29,114.88 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1
1570336 .5000
30,804.55 .0500
14.7000 .0000
14.2000 .0000
14.1500 .0000
8.5000 5.6500
1572686 .5000
53,395.05 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1573568 .5000
47,841.22 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1573886 .5000
68,514.37 .0500
9.3750 .0000
8.8750 .0000
8.8250 .0000
8.5000 .3250
1574361 .5000
32,277.83 .0500
10.8000 .0000
10.3000 .0000
10.2500 .0000
8.5000 1.7500
1575223 .5000
42,543.70 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1575241 .5000
18,000.51 .0500
11.7500 .0000
11.2500 .0000
11.2000 .0000
8.5000 2.7000
1577716 .5000
28,026.04 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1
1579958 .5000
21,513.33 .0500
11.4500 .0000
10.9500 .0000
10.9000 .0000
8.5000 2.4000
1583431 .5000
106,267.48 .0500
10.5250 .0000
10.0250 .0000
9.9750 .0000
8.5000 1.4750
1583690 .5000
21,901.41 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1584906 .5000
21,555.95 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1585220 .5000
29,389.65 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1585373 .5000
92,155.97 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1587101 .5000
25,476.49 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1587670 .5000
29,810.44 .0500
10.6000 .0000
10.1000 .0000
10.0500 .0000
8.5000 1.5500
1
1587688 .5000
16,096.62 .0500
10.2500 .0000
9.7500 .0000
9.7000 .0000
8.5000 1.2000
1589027 .5000
133,467.80 .0500
10.2500 .0000
9.7500 .0000
9.7000 .0000
8.5000 1.2000
1590472 .5000
42,980.77 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
8.5000 1.0750
1590688 .5000
163,221.26 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1599798 .5000
30,410.32 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1599849 .5000
26,867.11 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1599967 .5000
38,045.89 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1599999 .5000
211,343.36 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1
1603672 .5000
25,152.39 .0500
9.9900 .0000
9.4900 .0000
9.4400 .0000
8.5000 .9400
1604053 .5000
11,453.33 .0500
12.2000 .0000
11.7000 .0000
11.6500 .0000
8.5000 3.1500
1604539 .2500
18,346.43 .0500
9.7500 .0000
9.5000 .0000
9.4500 .0000
8.5000 .9500
1606135 .5000
17,959.19 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1608697 .5000
35,545.27 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1609123 .5000
36,423.39 .0500
10.7400 .0000
10.2400 .0000
10.1900 .0000
8.5000 1.6900
1615404 .5000
60,629.21 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1616093 .5000
21,206.74 .0500
11.7500 .0000
11.2500 .0000
11.2000 .0000
8.5000 2.7000
1
1617734 .5000
53,690.31 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
8.5000 1.8250
1618254 .5000
16,572.83 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1618646 .5000
33,404.04 .0500
10.6250 .0000
10.1250 .0000
10.0750 .0000
8.5000 1.5750
1620608 .5000
22,608.22 .0500
13.3750 .0000
12.8750 .0000
12.8250 .0000
8.5000 4.3250
1622521 .5000
29,256.25 .0500
9.2500 .0000
8.7500 .0000
8.7000 .0000
8.5000 .2000
1626025 .5000
10,153.92 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1628040 .5000
22,257.07 .0500
9.2500 .0000
8.7500 .0000
8.7000 .0000
8.5000 .2000
1628205 .5000
49,941.40 .0500
11.9500 .0000
11.4500 .0000
11.4000 .0000
8.5000 2.9000
1
1628609 .5000
92,298.53 .0500
9.9900 .0000
9.4900 .0000
9.4400 .0000
8.5000 .9400
1629007 .5000
28,139.20 .0500
9.9500 .0000
9.4500 .0000
9.4000 .0000
8.5000 .9000
1629110 .5000
29,002.49 .0500
12.1500 .0000
11.6500 .0000
11.6000 .0000
8.5000 3.1000
1629114 .5000
89,361.33 .0500
10.7000 .0000
10.2000 .0000
10.1500 .0000
8.5000 1.6500
1629457 .5000
80,757.71 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
8.5000 1.8250
1631054 .5000
12,080.10 .0500
11.7000 .0000
11.2000 .0000
11.1500 .0000
8.5000 2.6500
1808889 .2500
5,430.86 .0500
10.2000 .0000
9.9500 .0000
9.9000 .0000
8.5000 1.4000
1
1808916 .2500
77,000.39 .0500
9.7500 .0000
9.5000 .0000
9.4500 .0000
8.5000 .9500
TOTAL NUMBER OF LOANS: 94
TOTAL BALANCE........: 4,916,166.57
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.16.58 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004819
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 10.1275 8.8750 14.7000
RFC NET RATE 9.6752 8.6250 14.2000
NET MTG RATE(INVSTR RATE) 9.6252 8.5750 14.1500
POST STRIP RATE 8.5000 8.5000 8.5000
SUB SERV FEE .4522 .1250 .6250
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP 1.1252 .0750 5.6500
TOTAL NUMBER OF LOANS: 94
TOTAL BALANCE........: 4,916,166.57
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.16.58 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP I CUTOFF : 03/01/04
POOL : 0004819
:
:
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 #
______________________________________________________________________________
1270481 635/447 F 50,000.00 ZZ
180 3,069.40 1
9.250 514.60 50
8.625 514.60
XXXXXXXXX XX 00000 5 03/06/92 00
4073164 05 05/01/92 0
2862027 O 04/01/07
0
1285035 560/560 F 355,500.00 ZZ
180 118,195.33 1
8.875 3,579.33 75
8.750 3,579.33
XXXXXXXX XXXXX XX 00000 2 04/15/92 00
220219968 05 06/01/92 0
158926402 O 05/01/07
0
1286968 560/B71 F 350,000.00 T
180 121,630.18 1
8.875 3,523.95 77
8.750 3,523.95
XXXXXX XX 00000 1 06/05/92 00
220305155 01 08/01/92 0
442975108 O 07/01/07
0
1306389 976/076 F 486,500.00 ZZ
180 190,402.97 1
8.875 4,898.30 70
8.625 4,898.30
XXX XXXXXXX XX 00000 5 12/04/92 00
10682336 05 02/01/93 0
1
929404 O 01/01/08
0
1402442 249/G48 F 126,000.00 T
180 70,224.81 1
9.375 1,306.24 70
9.125 1,306.24
XXXXXXXXXX XX 00000 1 01/04/95 00
0657243 05 02/01/95 0
606056758 O 01/01/10
0
1405007 405/943 F 38,500.00 ZZ
180 9,744.05 1
9.750 407.86 70
9.500 407.86
XXXXXXX XX 00000 1 10/28/94 00
577353626 05 12/01/94 0
3536265 O 11/01/09
0
1405806 076/076 F 357,700.00 ZZ
180 196,233.52 1
8.875 3,601.49 79
8.625 3,601.49
XXXXXX XX 00000 2 12/14/94 00
14284902 05 02/01/95 0
4284902 O 01/01/10
0
1415636 820/K61 F 36,940.00 ZZ
180 19,858.53 1
12.350 451.69 70
11.850 451.69
XXXXXX XX 00000 5 01/25/95 00
0800018525 05 05/01/95 0
01702113 O 04/01/10
0
1421347 921/G06 F 35,000.00 ZZ
180 22,928.78 1
13.375 451.51 42
12.875 451.51
XXXXXXXX XX 00000 5 06/02/95 00
0655440014 05 08/01/95 0
103182 O 07/01/10
0
1
1463364 921/G06 F 134,000.00 ZZ
180 84,717.08 1
9.750 1,419.55 79
9.250 1,419.55
XXXXXX XX 00000 5 12/11/95 00
0655437424 05 02/01/96 0
260018 O 01/01/11
0
1465750 862/K61 F 45,500.00 ZZ
180 42,844.79 1
10.875 429.02 65
10.375 429.02
XXXXX XX 00000 1 11/10/95 00
0800022667 05 01/01/96 0
7987803 O 12/01/10
0
1465766 862/K61 F 75,000.00 ZZ
180 69,977.12 1
10.125 665.12 58
9.625 665.12
XXXXXXXX XXXXXX XX 00000 5 12/12/95 00
0800022733 05 02/01/96 0
7984834 O 01/01/11
0
1469514 948/K61 F 140,000.00 ZZ
180 131,424.95 1
10.500 1,280.64 39
10.000 1,280.64
XXXXX XX 00000 5 12/15/95 00
0800023723 05 02/01/96 0
17497 O 01/01/11
0
1470089 820/162 F 60,200.00 ZZ
180 55,259.01 1
9.325 498.53 70
8.825 498.53
XXXXX XX 00000 5 12/07/95 00
301513 05 02/01/96 0
01607183 N 01/01/11
0
1471846 664/K61 F 121,700.00 ZZ
180 77,506.58 1
9.750 1,289.25 80
9.250 1,289.25
1
XXXXXXXXX XX 00000 1 01/31/96 00
0800024028 05 03/01/96 0
2113785 O 02/01/11
0
1479417 B38/K61 F 31,000.00 ZZ
180 20,540.02 1
11.250 357.23 65
10.750 357.23
XXXXXXXXXX XX 00000 2 01/08/96 00
0800025223 05 03/01/96 0
730175 O 02/01/11
0
1479420 B38/K61 F 104,000.00 ZZ
180 96,496.39 1
9.875 903.08 80
9.375 903.08
XXXXX XX 00000 1 08/23/95 00
0800025231 05 10/01/95 0
609764 O 09/01/10
0
1480628 820/162 F 50,000.00 ZZ
180 46,988.49 1
10.625 462.05 75
10.125 462.05
XXXXXXX XX 00000 5 01/16/96 00
301541 05 03/01/96 0
1608191 O 02/01/11
0
1485186 948/K61 F 83,000.00 ZZ
180 72,778.27 1
9.750 713.10 38
9.250 713.10
XXXX XXXXXX XX 00000 1 02/27/96 00
0800028540 05 04/01/96 0
18332 O 03/01/11
0
1488587 862/K61 F 210,000.00 ZZ
180 190,526.37 1
9.500 1,765.80 68
9.000 1,765.80
XXXXXX XX 00000 5 02/21/96 00
0800029506 05 04/01/96 0
DA7976913 O 03/01/11
0
1
1529981 751/K61 F 40,500.00 ZZ
180 27,894.60 1
11.450 471.84 63
10.950 471.84
XXXXXXXX XX 00000 5 08/09/96 00
0800042871 05 09/15/96 0
580325 O 08/15/11
0
1532893 757/K61 F 29,200.00 ZZ
180 20,046.54 1
9.875 311.56 80
9.375 311.56
XXXX XXXXXX XX 00000 2 10/10/96 00
0800044471 05 12/01/96 0
2860476 O 11/01/11
0
1538413 757/K61 F 100,000.00 ZZ
180 67,385.92 1
10.625 1,113.16 73
10.125 1,113.16
XXXXXXXXX XX 00000 5 10/18/96 00
0800047839 05 12/01/96 0
980409 O 11/01/11
0
1541291 526/G02 F 27,000.00 ZZ
180 13,502.37 1
9.625 283.99 90
9.375 283.99
XXXXXXXXXXX XX 00000 1 10/31/96 10
0430084418 05 12/01/96 25
150902 N 11/01/11
0
1542040 604/K61 F 62,000.00 ZZ
180 57,292.56 1
9.450 519.07 56
8.950 519.07
XXXXXXXXXX XX 00000 5 04/18/96 00
0800049736 05 05/23/96 0
77102261 O 04/23/11
0
1542048 604/K61 F 149,250.00 ZZ
180 141,790.30 1
1
10.800 1,398.83 75
10.300 1,398.83
XXXXXXXX XX 00000 1 10/03/96 00
0800049777 05 12/01/96 0
77105269 N 11/01/11
0
1542400 A52/K61 F 50,400.00 ZZ
180 34,900.52 1
9.625 530.10 80
9.125 530.10
XXXXXXX XX 00000 2 12/09/96 00
0800050494 05 02/01/97 0
179615 O 01/01/12
0
1543754 696/K61 F 25,700.00 ZZ
120 9,368.20 1
9.500 332.55 21
9.000 332.55
XXXXXXXX XX 00000 5 11/04/96 00
0800051179 05 12/01/96 0
9010086 O 11/01/06
0
1546600 894/K61 F 54,400.00 ZZ
180 51,486.51 1
10.950 516.01 80
10.450 516.01
XXXXXX XX 00000 2 12/04/96 00
0800052409 05 02/01/97 0
106353 O 01/01/12
0
1546966 B96/K61 F 26,000.00 ZZ
180 19,637.82 1
13.500 337.57 50
13.000 337.57
XXXXXXXXXX XX 00000 5 01/03/97 00
0800015620 05 03/01/97 0
1546966 O 02/01/12
0
1547245 E47/K61 F 45,000.00 ZZ
180 42,106.60 1
9.750 386.62 75
9.250 386.62
XXXXXX XX 00000 5 11/13/96 00
0800053092 05 01/01/97 0
1
2101500112 O 12/01/11
0
1547557 E47/K61 F 56,250.00 ZZ
180 52,895.32 1
9.875 488.45 70
9.375 488.45
XXXXXXXXXX XX 00000 2 12/05/96 00
0800053381 07 02/01/97 0
2101976112 N 01/01/12
0
1548605 696/K61 F 56,000.00 ZZ
180 40,147.09 1
11.250 645.31 80
10.750 645.31
XXXXXXXXXXXXXX XX 00000 5 01/14/97 00
0800053985 05 03/01/97 0
9020126 O 02/01/12
0
1549703 E22/K61 F 19,100.00 ZZ
180 12,812.76 1
11.375 221.61 80
10.875 221.61
XXXXXXXXX XX 00000 1 12/18/96 00
0800054579 05 02/01/97 0
0410289029 O 01/01/12
0
1551011 F96/K61 F 97,500.00 ZZ
180 71,277.68 2
11.500 1,138.99 65
11.000 1,138.99
XXXXXXXXX XXXXX XX 00000 5 02/27/97 00
0800055279 05 04/01/97 0
5039 O 03/01/12
0
1552469 757/K61 F 76,500.00 ZZ
180 45,820.57 1
10.875 863.51 85
10.375 863.51
XXXXX XX 00000 2 01/10/97 23
0800055790 05 03/01/97 0
2876357 O 02/01/12
0
1
1559259 A52/K61 F 66,800.00 ZZ
180 47,746.15 1
10.125 722.95 80
9.625 722.95
XXXXXX XX 00000 5 03/10/97 00
0800059982 05 05/01/97 0
190962 O 04/01/12
0
1559277 686/K61 F 30,000.00 ZZ
180 21,262.07 1
9.775 318.27 34
9.275 318.27
XXXX XX 00000 5 03/11/97 00
0800060063 01 05/01/97 0
030211554068 N 04/01/12
0
1560836 962/K61 F 67,000.00 ZZ
180 40,669.00 1
9.875 714.88 75
9.375 714.88
XXXX XXXXX XX 00000 5 03/17/97 00
0800060899 05 05/01/97 0
1560836 O 04/01/12
0
1561093 B68/K61 F 74,000.00 ZZ
180 69,704.10 1
9.625 628.99 68
9.125 628.99
XXXXX XXXX XX 00000 2 01/08/97 00
0800060998 05 03/01/97 0
118026001 O 02/01/12
0
1565451 F34/K61 F 63,750.00 ZZ
180 44,381.41 1
9.500 665.70 75
9.000 665.70
XXXXXXX XX 00000 5 03/12/97 00
0800065005 05 05/01/97 0
9700062 O 04/01/12
0
1567765 F34/K61 F 72,000.00 ZZ
180 37,401.13 1
9.500 751.85 80
9.000 751.85
1
XXXX XXXXXXXXXX XX 00000 5 03/24/97 00
0800067449 05 05/01/97 0
9760052 O 04/01/12
0
1568138 E22/K61 F 40,000.00 ZZ
180 28,356.60 1
9.875 426.79 62
9.375 426.79
XXXXX XX 00000 5 03/19/97 00
0800067712 05 05/01/97 0
0410376255 O 04/01/12
0
1568947 A01/K61 F 51,000.00 ZZ
180 16,037.12 1
9.750 540.27 85
9.250 540.27
XXXXXXXXXXXX XX 00000 2 03/24/97 23
0800068264 05 05/01/97 0
97037923 O 04/01/12
0
1569692 561/K61 F 30,000.00 ZZ
180 21,204.39 1
10.500 331.62 80
10.000 331.62
XXXXX XXXX XX 00000 1 04/15/97 00
0800069221 01 06/01/97 0
9010927 O 05/01/12
0
1570022 575/K61 F 42,600.00 ZZ
180 29,114.88 1
9.750 451.29 75
9.250 451.29
XXXXXXXXXXXX XX 00000 5 04/18/97 00
0800069551 05 06/01/97 0
972305993 O 05/01/12
0
1570336 H77/K61 F 31,500.00 ZZ
180 30,804.55 1
14.700 390.75 35
14.200 390.75
XXXXXXXXXX XX 00000 5 03/31/97 00
0800069817 05 05/04/97 0
51000000970 O 04/04/12
0
1
1572686 E11/K61 F 75,000.00 ZZ
180 53,395.05 1
9.625 788.84 77
9.125 788.84
XXXXXXX XXXXX XX 00000 5 04/23/97 00
0800070815 05 06/01/97 0
42709424 O 05/01/12
0
1573568 140/H62 F 65,700.00 ZZ
180 47,841.22 1
10.375 721.16 90
9.875 721.16
XXXX XXXXXX XX 00000 5 05/12/97 23
0007208713 05 07/01/97 0
434610 O 06/01/12
0
1573886 664/H62 F 100,000.00 ZZ
180 68,514.37 1
9.375 1,036.70 72
8.875 1,036.70
XXXXXXXX XX 00000 5 05/07/97 00
0007208556 05 07/01/97 0
2265551 O 06/01/12
0
1574361 B32/K61 F 44,650.00 ZZ
180 32,277.83 1
10.800 501.90 75
10.300 501.90
XXXXXXX XX 00000 5 03/20/97 00
0800072514 05 05/01/97 0
924316 O 04/01/12
0
1575223 147/K61 F 45,000.00 ZZ
180 42,543.70 1
10.500 411.64 45
10.000 411.64
XXXXXX XX 00000 2 02/24/97 00
0800076283 05 04/01/97 0
887868 O 03/01/12
0
1575241 147/K61 F 25,500.00 ZZ
180 18,000.51 1
1
11.750 301.96 73
11.250 301.96
XXXXXX XXXXX XX 00000 5 02/06/97 00
0800076408 05 04/01/97 0
887359 O 03/01/12
0
1577716 963/H62 F 39,000.00 ZZ
180 28,026.04 1
9.750 413.16 67
9.250 413.16
XXXXX XX 00000 5 05/20/97 00
0007210776 05 07/01/97 0
970146 O 06/01/12
0
1579958 H97/H62 F 29,925.00 ZZ
180 21,513.33 1
11.450 348.64 75
10.950 348.64
XXXXXXX XX 00000 1 04/21/97 00
0007201544 05 06/01/97 0
70404003 O 05/01/12
0
1583431 G33/H62 F 111,440.00 ZZ
180 106,267.48 1
10.525 1,021.47 80
10.025 1,021.47
XXXXXXXX XX 00000 1 05/06/97 00
0007206188 05 07/01/97 0
9700002662 O 06/01/12
0
1583690 560/K61 F 30,000.00 ZZ
180 21,901.41 1
10.500 331.62 16
10.000 331.62
XXXXX XX 00000 5 05/05/97 00
0800078180 05 07/01/97 0
450775713 O 06/01/12
0
1584906 A52/H62 F 29,750.00 ZZ
180 21,555.95 1
10.375 326.55 85
9.875 326.55
XXXXX XXXXXXX XX 00000 5 06/18/97 23
0007218811 05 08/01/97 0
1
207888 O 07/01/12
0
1585220 H76/H62 F 31,500.00 ZZ
180 29,389.65 1
9.875 273.53 75
9.375 273.53
XXXXXXXX XX 00000 2 03/31/97 00
0007210552 05 05/04/97 0
80617 O 04/04/12
0
1585373 H77/H62 F 97,500.00 ZZ
180 92,155.97 1
9.750 837.68 75
9.250 837.68
XXXXXXXXXX XX 00000 5 04/30/97 00
0007209653 05 06/05/97 0
1000000591 O 05/05/12
0
1587101 F30/H62 F 35,000.00 ZZ
180 25,476.49 1
10.500 386.89 42
10.000 386.89
XXX XXXXX XX 00000 5 05/14/97 00
0007216195 05 07/01/97 0
SERRES O 06/01/12
0
1587670 G13/H62 F 63,000.00 ZZ
180 29,810.44 1
10.600 700.31 67
10.100 700.31
XXXXXXX XX 00000 5 04/16/97 00
0007216351 05 06/01/97 0
1096 N 05/01/12
0
1587688 G13/H62 F 34,400.00 ZZ
180 16,096.62 1
10.250 374.95 80
9.750 374.95
XXXX XXXXXX XX 00000 1 05/23/97 00
0007212996 05 07/01/97 0
1235A O 06/01/12
0
1
1589027 F96/H62 F 140,250.00 ZZ
180 133,467.80 2
10.250 1,256.78 85
9.750 1,256.78
XXXXXXXX XXXX XX 00000 2 06/06/97 01
0007216062 05 08/01/97 12
1439 O 07/01/12
0
1590472 G85/H62 F 59,100.00 ZZ
180 42,980.77 1
10.125 639.62 80
9.625 639.62
XXXXXXX XX 00000 1 06/27/97 00
0007240708 05 08/01/97 0
940799 O 07/01/12
0
1590688 736/H62 F 178,500.00 ZZ
180 163,221.26 1
10.375 1,616.15 75
9.875 1,616.15
XXXXXXX XX 00000 5 05/14/97 00
0007215874 05 07/01/97 0
504687 O 06/01/12
0
1599798 E06/H62 F 42,000.00 ZZ
180 30,410.32 1
9.875 448.13 75
9.375 448.13
XXX XXXXXXX XX 00000 5 06/26/97 00
0007231509 05 08/01/97 0
97001512 N 07/01/12
0
1599849 E06/H62 F 37,500.00 ZZ
180 26,867.11 1
9.875 400.11 75
9.375 400.11
XXX XXXXXXX XX 00000 5 06/26/97 00
0007232127 05 08/01/97 0
97001513 N 07/01/12
0
1599967 E06/H62 F 52,500.00 ZZ
180 38,045.89 1
9.875 560.16 75
9.375 560.16
1
XXX XXXXXXX XX 00000 5 06/26/97 00
0007232192 05 08/01/97 0
97001510 N 07/01/12
0
1599999 638/H62 F 222,400.00 ZZ
180 211,343.36 1
10.375 2,013.63 80
9.875 2,013.63
THE XXX XXXXX XX 00000 1 06/12/97 00
0007234396 03 08/01/97 0
08633660 O 07/01/12
0
1603672 E47/H62 F 35,000.00 ZZ
180 25,152.39 1
9.990 375.90 35
9.490 375.90
XXX XXXXXXXXXX XX 00000 5 06/24/97 00
0007246002 05 08/01/97 0
501500913 O 07/01/12
0
1604053 G13/H62 F 17,000.00 ZZ
180 11,453.33 1
12.200 206.22 57
11.700 206.22
XXXXXXXXX XX 00000 5 06/12/97 00
0007237571 05 07/17/97 0
01351 O 06/17/12
0
1604539 E22/G02 F 25,200.00 ZZ
180 18,346.43 1
9.750 266.96 90
9.500 266.96
XXXXXX XX 00000 1 07/08/97 04
0410456586 05 09/01/97 25
410456586 N 08/01/12
0
1606135 A52/H62 F 24,000.00 ZZ
180 17,959.19 1
11.000 272.78 80
10.500 272.78
XXXXXXX XX 00000 5 07/29/97 00
0007248818 05 10/01/97 0
215105 O 09/01/12
0
1
1608697 180/H62 F 50,000.00 ZZ
180 35,545.27 1
9.875 533.49 76
9.375 533.49
XXXXXXXXXX XX 00000 2 07/01/97 00
0007249741 05 08/01/97 0
4998480 O 07/01/12
0
1609123 J71/H62 F 49,875.00 ZZ
180 36,423.39 2
10.740 465.20 75
10.240 465.20
XXXXXXXXXXXX XX 00000 5 02/10/97 00
0007252265 05 04/01/97 0
XXXXXXXXX N 03/01/12
0
1615404 E22/H62 F 85,500.00 ZZ
180 60,629.21 1
9.625 899.27 73
9.125 899.27
XXXXXXX XXXXXX XX 00000 2 07/25/97 00
0410451348 05 09/01/97 0
410451348 O 08/01/12
0
1616093 G33/H62 F 28,100.00 ZZ
180 21,206.74 1
11.750 332.75 75
11.250 332.75
XXXXX XX 00000 1 07/18/97 00
0007259823 05 09/01/97 0
4340 N 08/01/12
0
1617734 G33/H62 F 58,000.00 ZZ
180 53,690.31 1
10.875 546.88 80
10.375 546.88
XXXXXXX XX 00000 1 07/30/97 00
0007259856 03 09/01/97 0
4549 O 08/01/12
0
1618254 E22/H62 F 57,000.00 ZZ
180 16,572.83 1
1
9.500 595.21 68
9.000 595.21
XXXXXXXXXX XX 00000 5 07/31/97 00
0410484273 05 09/01/97 0
410484273 O 08/01/12
0
1618646 140/H62 F 44,800.00 ZZ
180 33,404.04 1
10.625 498.70 80
10.125 498.70
XXXXXXX, XX 00000 5 08/22/97 00
0007284094 05 10/01/97 0
436747 O 09/01/12
0
1620608 685/H62 F 29,000.00 ZZ
180 22,608.22 1
13.375 374.10 65
12.875 374.10
XXXXXXXX XX 00000 5 07/03/97 00
0007261050 05 09/01/97 0
330073 O 08/01/12
0
1622521 140/H62 F 40,800.00 ZZ
180 29,256.25 1
9.250 419.91 85
8.750 419.91
XXXXXXX XX 00000 2 08/06/97 23
0007276199 05 10/01/97 0
436803 O 09/01/12
0
1626025 180/H62 F 18,400.00 ZZ
180 10,153.92 1
9.500 192.14 80
9.000 192.14
XXXXXXXX XXXX XX 00000 1 08/14/97 00
0007278096 05 10/01/97 0
12053674 O 09/01/12
0
1628040 757/H62 F 30,500.00 ZZ
180 22,257.07 1
9.250 313.91 59
8.750 313.91
XXXXXXXXXX XX 00000 5 08/29/97 00
0007284151 05 11/01/97 0
1
3160397 O 10/01/12
0
1628205 E47/H62 F 65,700.00 ZZ
180 49,941.40 1
11.950 786.40 90
11.450 786.40
XXXXXX XX 00000 5 07/07/97 23
0007277452 05 09/01/97 0
0000000000 O 08/01/12
0
1628609 E47/H62 F 129,600.00 ZZ
180 92,298.53 1
9.990 1,391.90 80
9.490 1,391.90
XXXXXXXX XX 00000 5 08/08/97 00
0007277981 07 10/01/97 0
0500143922 O 09/01/12
0
1629007 921/H62 F 38,250.00 ZZ
180 28,139.20 1
9.950 409.87 90
9.450 409.87
XXXXXXXX XX 00000 1 08/29/97 23
0007278963 05 10/01/97 0
SELL O 09/01/12
0
1629110 E47/H62 F 37,800.00 ZZ
180 29,002.49 1
12.150 457.32 89
11.650 457.32
XXXXXXXX XX 00000 5 08/05/97 23
0007279144 05 10/01/97 0
ZORK O 09/01/12
0
1629114 E47/H62 F 93,600.00 ZZ
180 89,361.33 1
10.700 870.23 80
10.200 870.23
XXXXXXXX XX 00000 1 08/01/97 00
0007279177 01 10/01/97 0
XXXXXX O 09/01/12
0
1
1629457 G33/H62 F 85,000.00 ZZ
180 80,757.71 1
10.875 801.46 49
10.375 801.46
XXXXXX XXXXX XX 00000 1 07/30/97 00
0007283021 05 09/01/97 0
9700005048 O 08/01/12
0
1631054 G13/H62 F 16,000.00 ZZ
180 12,080.10 1
11.700 188.95 24
11.200 188.95
XXXXXXXXXX XX 00000 2 08/26/97 00
0007284540 05 10/02/97 0
1863 O 09/02/12
0
1808889 593/447 F 32,000.00 ZZ
180 5,430.86 1
10.200 347.80 45
9.950 347.80
XXXXXXXXX XX 00000 1 07/24/90 00
2876980 05 09/01/90 0
5176466 O 08/01/05
0
1808916 593/447 F 252,000.00 ZZ
180 77,000.39 1
9.750 2,669.60 70
9.500 2,669.60
XXXXX XX 00000 1 11/05/91 00
2883956 05 01/01/92 0
5460597 O 12/01/06
0
TOTAL NUMBER OF LOANS : 94
TOTAL ORIGINAL BALANCE : 7,306,730.00
TOTAL PRINCIPAL BALANCE : 4,916,166.57
TOTAL ORIGINAL P+I : 73,949.40
TOTAL CURRENT P+I : 73,949.40
***************************
* END OF REPORT *
***************************
EXHIBIT F-4
GROUP III LOAN SCHEDULE
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.18.49 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP II CUTOFF : 03/01/04
POOL : 0004820
:
:
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
-------------------------------------------------------------------------
1259789 .5000
151,536.30 .0500
8.1250 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1268432 .7500
86,615.55 .0500
7.8750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1282496 .2500
131,554.12 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.0000 .9500
1282626 .8750
60,600.54 .0500
8.7500 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1283370 .2500
113,523.98 .0500
8.6250 .0000
8.3750 .0000
8.3250 .0000
7.0000 1.3250
1283977 .2500
22,484.23 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
7.0000 1.4500
1
1284317 .8000
42,610.86 .0500
9.0500 .0000
8.2500 .0000
8.2000 .0000
7.0000 1.2000
1285429 .2500
158,904.44 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
7.0000 1.2000
1285922 .5000
80,484.80 .0500
8.9450 .0000
8.4450 .0000
8.3950 .0000
7.0000 1.3950
1287242 .5500
89,511.64 .0500
8.7500 .0000
8.2000 .0000
8.1500 .0000
7.0000 1.1500
1288190 .2500
87,371.82 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1288419 .3750
174,529.93 .0500
8.0000 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1289245 .2500
170,266.06 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1289866 .1250
34,445.20 .0500
8.3750 .0000
8.2500 .0000
8.2000 .0000
7.0000 1.2000
1
1289884 .1250
32,605.55 .0500
8.5000 .0000
8.3750 .0000
8.3250 .0000
7.0000 1.3250
1291559 .2500
77,357.35 .0500
8.6250 .0000
8.3750 .0000
8.3250 .0000
7.0000 1.3250
1291729 .2500
112,003.65 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1291842 .2500
75,241.33 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1292207 1.0000
36,530.90 .0500
8.1250 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1293212 .2500
122,175.50 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.0000 .7000
1293243 .2500
117,450.84 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1294341 .2500
52,590.26 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1
1294383 1.2500
54,145.21 .0500
8.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1294502 .2500
120,848.67 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1294509 .2500
154,686.59 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1294877 .2500
47,160.58 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1295168 1.2500
28,428.29 .0500
8.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1295312 1.0000
26,644.37 .0500
8.1250 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1295385 .2500
9,994.58 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1297609 .2500
82,975.51 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1
1297673 .2500
143,294.07 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1297713 .2500
135,815.06 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1298709 .6250
47,985.94 .0500
8.5000 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1298724 .1250
91,203.38 .0500
7.7500 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1298808 .2500
189,270.47 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1298836 .2500
179,290.69 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1299187 .2500
124,437.31 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1299216 .2500
141,734.63 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1
1300631 .2500
134,607.65 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1300769 .2500
166,016.59 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1300833 .2500
55,314.99 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1300969 .1250
151,039.56 .0500
7.7500 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1301645 .2750
197,242.53 .0500
7.4000 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1301808 .2500
18,627.77 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.0000 .9500
1302974 .2500
125,152.97 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1302990 .7500
43,384.65 .0500
8.8750 .0000
8.1250 .0000
8.0750 .0000
7.0000 1.0750
1
1303132 .5500
87,800.44 .0500
8.6250 .0000
8.0750 .0000
8.0250 .0000
7.0000 1.0250
1303155 .2750
124,289.86 .0500
7.9000 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1303575 .8750
70,886.27 .0500
8.7500 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1303794 .7500
92,032.35 .0500
7.8750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1304347 .2500
32,355.64 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1306008 .1250
133,702.31 .0500
7.3750 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1306320 .2500
230,317.40 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1306359 .2500
143,222.22 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1
1306373 .5500
93,472.65 .0500
7.7500 .0000
7.2000 .0000
7.1500 .0000
7.0000 .1500
1306763 .6250
84,564.85 .0500
7.7500 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1307196 .6250
58,981.75 .0500
8.0000 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1308038 .2500
358,596.82 .0500
8.7500 .0000
8.5000 .0000
8.4500 .0000
7.0000 1.4500
1308316 .2500
78,331.56 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1308350 .2500
142,787.58 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1308382 .2500
121,216.71 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1308666 .3750
147,721.28 .0500
7.5000 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1
1308818 .2500
165,955.93 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1310046 .3750
30,040.33 .0500
8.2500 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1310571 .2500
65,450.95 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1310861 .2500
222,948.97 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1311639 .2500
25,629.90 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.0000 .7000
1311643 .1250
127,514.82 .0500
7.5000 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1312051 .2500
148,632.68 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1312438 .2500
144,033.10 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1
1312821 .2500
228,397.33 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1313640 .1250
49,792.09 .0500
8.5000 .0000
8.3750 .0000
8.3250 .0000
7.0000 1.3250
1314514 .2500
149,423.97 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1314675 .2500
74,288.71 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1314980 .2500
183,107.22 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.0000 .9500
1314999 .2500
175,954.35 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1315327 .2500
101,067.56 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1315694 .2500
5,349.42 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1
1316573 .2500
50,682.36 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1316909 .2500
82,396.98 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1317858 .3750
213,643.31 .0500
7.5000 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1318054 .2500
134,738.74 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1318087 1.1250
114,076.31 .0500
8.2500 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1318275 .7500
17,042.83 .0500
8.3750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1318295 .2500
169,875.83 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1318322 .2500
42,811.22 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1
1318502 .2500
137,740.12 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1318715 1.1250
16,965.06 .0500
8.7500 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1318877 .2500
191,871.52 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.0000 .9500
1319379 .2500
205,282.84 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1319410 .5000
83,096.45 .0500
8.1250 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1319600 .2500
222,823.75 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1319651 .3750
68,032.35 .0500
7.5000 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1319840 .8750
95,084.22 .0500
8.5000 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1
1320068 .5000
139,004.94 .0500
7.7500 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1320251 .2500
53,494.43 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1320806 .2500
80,627.26 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1320957 .2500
154,827.81 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1321132 .2500
64,901.35 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1321285 1.0000
95,938.83 .0500
8.1250 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1321294 .2500
21,386.71 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.0000 .7000
1321307 .2500
198,075.40 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1
1321401 .2500
150,088.67 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1321473 .7500
29,015.64 .0500
8.3750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1322425 .2500
138,467.56 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1322448 .2500
155,279.69 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1322726 .6250
17,558.69 .0500
7.7500 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1322729 .5000
125,619.40 .0500
7.6250 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1323203 .2500
180,438.72 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1323454 .2500
316,567.61 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1
1324668 .2500
189,051.90 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1324806 .2500
240,238.21 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1324864 .5000
179,104.98 .0500
7.6250 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1325155 .1250
190,629.85 .0500
7.6250 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1325177 .2500
155,279.92 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1325199 .2500
138,021.88 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1325240 .2500
392,258.96 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1325731 1.3750
54,719.84 .0500
8.5000 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1
1325757 1.5000
23,527.35 .0500
8.6250 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1325763 .8750
27,884.17 .0500
8.0000 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1326113 .2500
176,373.05 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
1326396 .2500
387,282.18 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1326900 .6250
157,714.71 .0500
7.7500 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1327141 .2500
157,988.68 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1327315 .3750
161,465.66 .0500
7.5000 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1328000 .6250
90,543.41 .0500
8.2500 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
1
1328944 .2500
137,448.19 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1328972 .2500
129,405.68 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1330173 .2500
88,372.37 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1330682 .2500
137,092.74 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1330694 .2500
157,591.81 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1330935 .2500
135,199.56 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1331174 .1250
302,805.67 .0500
7.5000 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1331502 .5000
135,866.79 .0500
7.6250 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1
1332092 .2500
135,564.74 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
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1
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1
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1
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1
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1622636 .2500
187,813.50 .0500
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31,246.21 .0500
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1630401 .2500
43,355.80 .0500
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229,649.61 .0500
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7.0000 .7000
1666350 .2500
42,429.93 .0500
8.0000 .0000
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1
1671182 .2500
267,060.55 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
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1671207 .2500
391,689.05 .0500
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1674855 .2500
81,953.93 .0500
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1
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1691101 .2500
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1721511 .2500
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1
1730278 .2500
370,597.42 .0500
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1731051 .2500
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1746444 .2500
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1750794 .2500
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1
1758505 .2500
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1
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7.2000 .0000
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1
1957673 .2500
297,495.25 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1958294 .2500
284,332.06 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.0000 .7000
2930500 .2500
290,883.20 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.0000 .7000
2992652 .2500
177,059.25 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.0000 .7000
2992662 .2500
266,757.49 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
2992670 .2500
297,962.12 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
2992676 .2500
167,944.00 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
3018312 .2500
335,823.24 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1
3048139 .2500
296,475.54 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
4321243 .2500
41,737.01 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
4416414 .2500
63,751.71 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
4516267 .2500
17,666.36 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
4831193 .2500
348,648.10 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
TOTAL NUMBER OF LOANS: 243
TOTAL BALANCE........: 33,156,505.37
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.18.49 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004820
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.7109 7.2500 9.0500
RFC NET RATE 7.4223 7.1250 8.5000
NET MTG RATE(INVSTR RATE) 7.3723 7.0750 8.4500
POST STRIP RATE 7.0000 7.0000 7.0000
SUB SERV FEE .2886 .1250 1.5000
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3723 .0750 1.4500
TOTAL NUMBER OF LOANS: 243
TOTAL BALANCE........: 33,156,505.37
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.18.49 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP II CUTOFF : 03/01/04
POOL : 0004820
:
:
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 #
______________________________________________________________________________
1259789 635/070 F 500,000.00 ZZ
180 151,536.30 1
8.125 4,814.42 42
7.625 4,814.42
XXXXXXX XXX XX 00000 5 01/31/92 00
006407123 05 04/01/92 0
2766517 O 03/01/07
0
1268432 635/447 F 240,000.00 ZZ
180 86,615.55 1
7.875 2,276.28 74
7.125 2,276.28
XXXXXXXXX XX 00000 1 10/08/92 00
4073102 05 12/01/92 0
2855039 O 11/01/07
0
1282496 487/X14 F 390,000.00 ZZ
180 131,554.12 1
8.250 3,783.55 71
8.000 3,783.55
XXXX XXXXXX XX 00000 2 07/24/92 00
8012835966 05 09/01/92 0
7000005872 O 08/01/07
0
1282626 201/M32 F 172,000.00 ZZ
180 60,600.54 1
8.750 1,719.06 69
7.875 1,719.06
COUNTY OF XXXXX XX 00000 2 06/29/92 00
305568099 05 09/01/92 0
1
180057570 O 08/01/07
0
1283370 070/070 F 337,500.00 ZZ
180 113,523.98 1
8.625 3,348.27 34
8.375 3,348.27
XXXXXXXX XX 00000 2 05/08/92 00
006676676 05 07/01/92 0
6676676 O 06/01/07
0
1283977 142/670 F 68,000.00 ZZ
180 22,484.23 1
8.750 679.63 51
8.500 679.63
XXXXXXX XX 00000 2 04/08/92 00
3101853643 05 06/01/92 0
3404024 O 05/01/07
0
1284317 169/076 F 235,000.00 ZZ
180 42,610.86 1
9.050 2,390.53 70
8.250 2,390.53
XXXXXXXXXX XX 00000 2 03/26/92 00
15878875 05 05/01/92 0
9101756 O 04/01/07
0
1285429 623/985 F 475,000.00 ZZ
180 158,904.44 1
8.500 4,677.52 74
8.250 4,677.52
XXXXX XXXXXXXXX XX 00000 2 05/27/92 00
0200487361 05 07/01/92 0
2061612 O 06/01/07
0
1285922 478/K61 F 231,200.00 ZZ
180 80,484.80 1
8.945 2,337.43 80
8.445 2,337.43
XXXXXXXXX XX 00000 2 06/04/92 00
0800092777 03 08/01/92 0
141278449 O 07/01/07
0
1
1287242 556/070 F 293,250.00 ZZ
180 89,511.64 1
8.750 2,930.89 75
8.200 2,930.89
XXXXXXXXX XX 00000 2 06/12/92 00
006413357 05 08/01/92 0
93765 O 07/01/07
0
1288190 157/181 F 257,000.00 ZZ
180 87,371.82 1
7.875 2,437.52 78
7.625 2,437.52
XXXXXXXX XX 00000 2 07/16/92 00
0001151343 03 09/01/92 0
9122748 O 08/01/07
0
1288419 664/070 F 500,000.00 ZZ
180 174,529.93 1
8.000 4,778.27 75
7.625 4,778.27
XXX XXXXXXX XX 00000 2 07/30/92 00
006417707 05 10/01/92 0
0542217 O 09/01/07
0
1289245 353/S48 F 630,000.00 ZZ
180 170,266.06 1
7.875 5,975.24 55
7.625 5,975.24
XXXXXXXX XX 00000 2 08/04/92 00
4162488433 05 09/01/92 0
52972 O 08/01/07
0
1289866 560/B71 F 100,000.00 ZZ
180 34,445.20 1
8.375 977.43 42
8.250 977.43
XXXXXXX XX 00000 1 07/01/92 00
220325658 05 09/01/92 0
138386404 O 08/01/07
0
1289884 560/B71 F 95,500.00 ZZ
180 32,605.55 2
8.500 940.43 55
8.375 940.43
1
XXXXXXXX XX 00000 2 06/23/92 00
220329866 05 08/01/92 0
196020002 O 07/01/07
0
1291559 073/070 F 225,000.00 ZZ
180 77,357.35 1
8.625 2,232.18 85
8.375 2,232.18
XXXXXXX XX 00000 1 06/05/92 10
006417302 05 08/01/92 20
1264062 O 07/01/07
0
1291729 150/070 F 373,600.00 ZZ
180 112,003.65 1
8.125 3,597.33 80
7.875 3,597.33
XXXXXXXX XX 00000 2 07/07/92 00
006416342 05 09/01/92 0
1365576 O 08/01/07
0
1291842 367/367 F 233,000.00 ZZ
180 75,241.33 1
7.875 2,209.89 80
7.625 2,209.89
XXXXXX XX 00000 2 07/23/92 00
0099114082 05 09/01/92 0
75114082 O 08/01/07
0
1292207 635/447 F 100,000.00 ZZ
180 36,530.90 1
8.125 962.89 29
7.125 962.89
XXXXX XXXXXXXX XX 00000 2 10/13/92 00
4074041 05 12/01/92 0
2989366 O 11/01/07
0
1293212 070/070 F 350,000.00 ZZ
180 122,175.50 1
8.000 3,344.78 27
7.750 3,344.78
XXXXX XXXXXX XX 00000 1 08/04/92 00
007003946 05 10/01/92 0
7003946 O 09/01/07
0
1
1293243 334/M32 F 590,000.00 ZZ
180 117,450.84 1
7.750 5,553.53 59
7.500 5,553.53
XXXXXXXX XX 00000 5 07/16/92 00
009757873 05 09/01/92 0
975787 O 08/01/07
0
1294341 573/070 F 340,000.00 ZZ
180 52,590.26 1
7.875 3,224.73 68
7.625 3,224.73
XXX XXXXXXXXX XX 00000 2 09/30/92 00
006423836 05 12/01/92 0
799670 O 11/01/07
0
1294383 334/M32 F 232,500.00 ZZ
180 54,145.21 1
8.750 2,323.72 75
7.500 2,323.72
XXXXXXXX XXXX XX 00000 5 07/27/92 00
009757162 05 09/01/92 0
975716 O 08/01/07
0
1294502 070/070 F 350,000.00 ZZ
180 120,848.67 1
7.750 3,294.47 22
7.500 3,294.47
XXXXXXXX XX 00000 5 08/04/92 00
006905111 05 10/01/92 0
6905111 O 09/01/07
0
1294509 070/070 F 448,000.00 ZZ
180 154,686.59 1
7.750 4,216.92 65
7.500 4,216.92
XXXXX XXXXXX XX 00000 2 08/06/92 00
006933539 05 10/01/92 0
6933539 O 09/01/07
0
1294877 637/447 F 400,000.00 ZZ
180 47,160.58 1
1
7.500 3,708.05 40
7.250 3,708.05
XXXXX XXXXXX XX 00000 2 07/27/92 00
2839144 05 09/01/92 0
1708890 O 08/01/07
0
1295168 635/447 F 77,000.00 ZZ
180 28,428.29 1
8.375 752.62 61
7.125 752.62
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0
1
1746444 A52/G02 F 80,000.00 ZZ
180 33,920.13 1
7.375 735.94 53
7.125 735.94
XXXXXXXXXXX XX 00000 1 05/15/98 00
0430817148 05 07/01/98 0
5984 O 06/01/13
0
1747172 526/686 F 432,500.00 ZZ
180 216,574.37 1
7.375 3,978.67 58
7.125 3,978.67
XXX XXXXXX XX 00000 2 03/05/98 00
6103084700 05 05/01/98 0
308470 O 04/01/13
0
1747326 975/G02 F 432,000.00 ZZ
180 319,067.92 1
7.375 3,974.07 56
7.125 3,974.07
XXXXXXXX XX 00000 2 05/07/98 00
0430819714 05 07/01/98 0
981423 O 06/01/13
0
1750359 025/025 F 662,603.10 ZZ
121 311,733.93 1
7.625 7,864.89 44
7.375 7,864.89
XXXXX XXXXX XXX XX 00000 2 12/18/97 00
0006221089 05 01/01/98 0
622108 O 01/01/08
0
1750794 638/G02 F 366,000.00 ZZ
180 270,321.40 1
7.375 3,366.92 80
7.125 3,366.92
XXXXXX XXXXX XX 00000 2 05/05/98 00
0430827394 03 07/01/98 0
8732196 O 06/01/13
0
1758505 661/661 F 25,000.00 ZZ
180 18,393.11 1
1
7.750 235.32 50
7.500 235.32
XXXXXXXX XXXXX XX 00000 5 04/16/98 00
7073335924 05 06/01/98 0
3335924 O 05/01/13
0
1774743 975/G02 F 520,000.00 ZZ
180 376,809.95 1
7.375 4,783.60 70
7.125 4,783.60
XX XXXXXX-XXXXX XX 00000 2 07/01/98 00
0430918425 05 09/01/98 0
981563 O 08/01/13
0
1774951 976/076 F 385,000.00 ZZ
180 260,051.63 1
7.500 3,569.00 71
7.250 3,569.00
XXXX XXXX XX 00000 2 05/19/98 00
14847263 03 07/01/98 0
5501788 O 06/01/13
0
1781177 299/G02 F 350,000.00 T
180 179,603.65 1
7.625 3,269.45 68
7.375 3,269.45
XXXXXXXXX XX 00000 2 07/01/98 00
0430928879 05 09/01/98 0
878295 O 08/01/13
0
1781637 F84/G02 F 125,000.00 ZZ
120 66,766.08 1
7.500 1,483.77 50
7.250 1,483.77
XXXXX XX 00000 2 07/21/98 00
0430953273 06 09/01/98 0
293213 O 08/01/08
0
1788524 638/G02 F 115,000.00 ZZ
180 73,084.80 1
7.375 1,057.91 33
7.125 1,057.91
XXXXXXXXXXX XX 00000 1 07/24/98 00
0430968479 05 09/01/98 0
1
08765191 O 08/01/13
0
1808891 593/447 F 337,500.00 ZZ
180 140,073.72 1
7.375 3,104.75 74
7.125 3,104.75
XXXXX X'XXXXX XX 00000 2 07/02/93 00
2877427 05 09/01/93 0
5190749 O 08/01/08
0
1808955 593/447 F 440,000.00 ZZ
180 304,406.13 1
7.750 4,141.62 79
7.500 4,141.62
XXXXXX XX 00000 1 06/12/97 00
2898898 05 08/01/97 0
6413439 O 07/01/12
0
1836627 601/G01 F 365,500.00 ZZ
180 261,547.05 1
7.500 3,388.24 85
7.250 3,388.24
XXXXXXXXXXX XX 00000 2 08/12/98 11
0431101047 05 10/01/98 6
1278575 O 09/01/13
0
1840213 074/074 F 64,000.00 ZZ
180 48,951.51 1
7.875 607.01 57
7.625 607.01
XXXXX XX 00000 2 10/30/98 00
1589245826 05 12/01/98 0
1589245826 O 11/01/13
0
1847632 E22/G01 F 82,800.00 ZZ
180 63,711.17 1
7.625 773.46 94
7.375 773.46
XXXXXXX XX 00000 2 11/16/98 10
0411131618 05 01/01/99 25
411131618 O 12/01/13
0
1
1888809 111/111 F 399,888.00 ZZ
180 299,599.23 1
7.375 3,678.66 40
7.125 3,678.66
XXX XXXXXXXXX XX 00000 1 11/24/98 00
820874 05 01/01/99 0
820874 O 12/01/13
0
1926846 F44/G01 F 52,970.00 ZZ
120 20,442.99 1
7.375 625.31 45
7.125 625.31
XXXXXX XX 00000 2 06/30/99 00
0431384296 05 08/01/99 0
209498 O 07/01/09
0
1927635 H87/G01 F 144,500.00 T
180 117,690.02 1
8.250 1,401.85 85
8.000 1,401.85
XXXX XXXXX XX 00000 2 10/26/99 12
0431606300 05 01/01/00 20
99061802 O 12/01/14
0
1928466 183/G01 F 70,000.00 ZZ
180 29,101.21 1
7.690 656.49 52
7.440 656.49
XXXXXXXXXX XX 00000 2 07/02/99 00
0431396092 05 08/08/99 0
80012910 O 07/08/14
0
1952286 966/G01 F 107,250.00 ZZ
180 7,937.85 1
7.875 1,017.21 75
7.625 1,017.21
XXXXXXX XX 00000 1 10/25/99 00
0431605955 05 12/01/99 0
30013610 O 11/01/14
0
1957673 964/G01 F 367,500.00 ZZ
180 297,495.25 1
7.500 3,406.77 75
7.250 3,406.77
1
XXXXXXXX XX 00000 2 11/08/99 00
0431661180 05 01/01/00 0
65525 O 12/01/14
0
1958294 637/G01 F 367,500.00 ZZ
180 284,332.06 1
8.000 3,512.03 75
7.750 3,512.03
XXXXXX XXXXXXX XX 00000 1 11/19/99 00
0431667039 05 01/01/00 0
0013306766 O 12/01/14
0
2930500 070/070 F 425,000.00 ZZ
180 290,883.20 1
8.000 4,061.52 63
7.750 4,061.52
XXXXXX XXXXXXX XX 00000 1 09/17/99 00
008279397 05 11/01/99 0
8279397 O 10/01/14
0
2992652 976/076 F 318,300.00 ZZ
144 177,059.25 1
8.000 3,445.45 80
7.750 3,445.45
XXXXXXXXXX XX 00000 2 10/15/99 00
15726491 05 12/01/99 0
5765524 O 11/01/11
0
2992662 976/076 F 333,500.00 ZZ
180 266,757.49 1
7.500 3,091.59 75
7.250 3,091.59
XXX XXXXXXX XX 00000 2 09/03/99 00
15884026 05 11/01/99 0
5817530 O 10/01/14
0
2992670 976/076 F 412,800.00 ZZ
180 297,962.12 1
7.500 3,826.71 80
7.250 3,826.71
XXXXXX XX 00000 2 08/20/99 00
16721007 05 10/01/99 0
7545428 O 09/01/14
0
1
2992676 976/076 F 350,000.00 ZZ
180 167,944.00 1
7.625 3,269.45 74
7.375 3,269.45
XXXXXX XX 00000 1 09/20/99 00
16724824 05 11/01/99 0
7550092 O 10/01/14
0
3018312 956/G01 F 412,000.00 ZZ
180 335,823.24 1
7.500 3,819.29 68
7.250 3,819.29
XXXXXXXX XX 00000 1 10/19/99 00
0431619501 03 12/01/99 0
0000000000 O 11/01/14
0
3048139 S48/S48 F 365,600.00 ZZ
180 296,475.54 1
7.500 3,389.16 80
7.250 3,389.16
XXX XXXX XX 00000 1 09/07/99 00
6519788720 05 11/01/99 0
6519788720 O 10/01/14
0
4321243 E76/G01 F 47,250.00 ZZ
180 41,737.01 1
7.625 441.38 66
7.375 441.38
XXXXXXXXX XX 00000 1 03/06/01 00
0432648517 05 05/01/01 0
10003670 O 04/01/16
0
4416414 E22/G01 F 72,000.00 ZZ
180 63,751.71 1
7.875 682.88 66
7.625 682.88
XXXXXXX XX 00000 5 02/28/01 00
0412388449 05 05/01/01 0
0412388449 O 04/01/16
0
4516267 E22/G01 F 20,000.00 ZZ
180 17,666.36 1
1
7.625 186.83 59
7.375 186.83
XXXXXXXX XX 00000 5 03/19/01 00
0412439820 05 05/01/01 0
0412439820 O 04/01/16
0
4831193 J95/J95 F 395,000.00 ZZ
180 348,648.10 1
7.500 3,661.70 76
7.250 3,661.70
XXXXXX XXXX XX 00000 2 04/23/01 00
0017882655 05 06/01/01 0
0017882655 O 05/01/16
0
TOTAL NUMBER OF LOANS : 243
TOTAL ORIGINAL BALANCE : 80,329,281.10
TOTAL PRINCIPAL BALANCE : 33,156,505.37
TOTAL ORIGINAL P+I : 757,496.21
TOTAL CURRENT P+I : 757,496.21
***************************
* END OF REPORT *
***************************
EXHIBIT F-5
GROUP IV LOAN SCHEDULE
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.30.07 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP III CUTOFF : 03/01/04
POOL : 0004821
:
:
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
----------------------------------------------------------------------------
1323628 .3750
230,032.40 .0500
7.0000 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1324811 1.1250
43,336.91 .0500
7.8750 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1324849 .2500
147,004.05 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1325836 1.1250
103,341.54 .0500
7.8750 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1329348 .5000
318,059.89 .0500
7.1250 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1330044 1.1250
19,074.87 .0500
7.8750 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1
1333489 .2500
182,352.99 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1334351 .2500
174,886.07 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1334673 .2500
93,897.13 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1334956 .2500
52,592.32 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1335172 .2500
139,295.61 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1335355 .2500
195,821.98 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1335474 .2500
159,923.30 .0500
7.2000 .0000
6.9500 .0000
6.9000 .0000
6.5000 .4000
1336025 .2500
166,521.54 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
1337080 .1250
120,980.18 .0500
6.8750 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1337530 .1250
160,773.62 .0500
7.0000 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1337892 .6250
114,348.25 .0500
7.3750 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1337894 .6250
134,768.04 .0500
7.3750 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1348942 1.0000
66,506.27 .0500
7.6250 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1359480 .2500
51,086.48 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1379835 .2500
171,549.92 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1380058 .2500
153,705.10 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1
1629495 .2500
13,499.79 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1668122 .2500
280,543.92 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1671119 .2500
331,421.96 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1678686 .2500
459,045.80 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1678781 .2500
158,500.04 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1678815 .2500
256,690.91 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1679809 .2500
227,785.90 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1684847 .2500
321,214.36 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1
1687848 .2500
423,601.65 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1687858 .2500
173,058.84 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1687861 .2500
149,172.95 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1687872 .2500
175,754.95 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1687890 .2500
49,149.82 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1689882 .2500
231,918.70 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1690972 .2500
16,767.55 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1690977 .2500
250,610.58 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1
1690993 .2500
315,774.37 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1691056 .2500
249,724.31 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1691121 .2500
37,900.24 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1691964 .2500
346,000.39 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1694963 .2500
373,441.98 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1696762 .2500
248,287.13 .0500
7.0850 .0000
6.8350 .0000
6.7850 .0000
6.5000 .2850
1696921 .2500
362,677.95 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1697569 .2500
54,193.72 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
1701966 .2500
139,251.07 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1703836 .2500
210,812.93 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1703870 .2500
348,812.41 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1704038 .2500
156,899.42 .0500
6.8500 .0000
6.6000 .0000
6.5500 .0000
6.5000 .0500
1715276 .2500
362,143.05 .0500
6.8500 .0000
6.6000 .0000
6.5500 .0000
6.5000 .0500
1721503 .2500
343,384.44 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1721564 .2500
240,020.38 .0500
7.2150 .0000
6.9650 .0000
6.9150 .0000
6.5000 .4150
1734313 .2500
279,836.57 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
1739312 .2500
395,276.12 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1740382 .2500
185,722.21 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1740399 .2500
162,113.28 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1740409 .2500
339,677.06 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1740411 .2500
173,254.39 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1740424 .2500
292,221.01 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1740479 .2500
347,112.57 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1740510 .2500
204,041.43 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1
1744810 .2500
251,860.10 .0500
6.9500 .0000
6.7000 .0000
6.6500 .0000
6.5000 .1500
1745149 .2500
660,964.14 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1752139 .2500
520,091.17 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1753946 .2500
314,280.49 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1756332 .2500
128,055.18 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1756604 .2500
261,568.92 .0500
6.8500 .0000
6.6000 .0000
6.5500 .0000
6.5000 .0500
1756613 .2500
275,231.64 .0500
6.8500 .0000
6.6000 .0000
6.5500 .0000
6.5000 .0500
1756731 .2500
338,433.41 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1758960 .2500
243,109.99 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1759153 .2500
71,190.04 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1759433 .2500
259,625.31 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1760037 .2500
204,673.44 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1763303 .2500
274,121.14 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1764002 .2500
247,815.74 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1765637 .2500
268,013.22 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1768929 .2500
257,502.84 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1774884 .2500
394,750.95 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1774949 .2500
292,981.37 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1779855 .2500
355,413.44 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1780006 .2500
259,472.92 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1780008 .2500
368,803.60 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1781954 .2500
279,740.49 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1783417 .2500
102,647.16 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1784624 .2500
258,920.60 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1788271 .2500
247,293.57 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1793704 .2500
180,110.60 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1796348 .2500
286,777.17 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1807846 .2500
303,846.97 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1809642 .2500
176,087.31 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1812566 .2500
328,634.85 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1824708 .2500
289,038.27 .0500
6.9000 .0000
6.6500 .0000
6.6000 .0000
6.5000 .1000
1826385 .2500
291,801.97 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1828416 .2500
267,261.28 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1831531 .2500
244,194.90 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1832175 .2500
215,214.00 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1832181 .2500
286,075.69 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1832385 .2500
267,936.85 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1832579 .2500
295,844.32 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
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1
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1
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1
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200,542.59 .0500
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1
2663546 .2500
241,901.18 .0500
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333,024.62 .0500
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2663625 .2500
258,350.88 .0500
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2663629 .2500
448,910.75 .0500
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2663642 .2500
388,399.07 .0500
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6.5000 .0750
2663653 .2500
473,336.89 .0500
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2663682 .2500
81,363.10 .0500
7.1250 .0000
6.8750 .0000
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1
2663684 .2500
266,138.87 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
2663738 .2500
445,987.92 .0500
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6.7500 .0000
6.7000 .0000
6.5000 .2000
2663798 .2500
251,232.25 .0500
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6.7500 .0000
6.7000 .0000
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2663815 .2500
278,145.67 .0500
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2663844 .2500
299,637.67 .0500
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2673821 .2500
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1
2673895 .2500
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6.5000 .0750
2762068 .2500
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1
2930473 .2500
852,514.29 .0500
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6.5000 .0750
2992644 .2500
257,537.15 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
2997224 .2500
320,430.21 .0500
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3048121 .2500
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3060545 .2500
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4317636 .2500
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1
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1
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4744727 .2500
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4762027 .2500
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1
4769308 .2500
309,741.07 .0500
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6.8750 .0000
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4802309 .5000
144,915.75 .0500
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4802323 .5000
242,932.42 .0500
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6.7500 .0000
6.7000 .0000
6.5000 .2000
4802325 .5000
531,179.24 .0500
7.5000 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
4828424 .2500
285,621.63 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
4831172 .2500
323,988.50 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
4832363 .2500
326,162.82 .0500
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6.6250 .0000
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6.5000 .0750
4846269 .2500
381,401.22 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
4855124 .2500
361,216.78 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
4861425 .2500
417,870.80 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
4862099 .2500
373,423.65 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
4871899 .2500
416,935.25 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
TOTAL NUMBER OF LOANS: 194
TOTAL BALANCE........: 54,512,612.05
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.30.07 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004821
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
RFC NET RATE 6.7562 6.6000 7.0000
NET MTG RATE(INVSTR RATE) 6.7062 6.5500 6.9500
POST STRIP RATE 6.5000 6.5000 6.5000
SUB SERV FEE .2621 .1250 1.1250
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2062 .0500 .4500
TOTAL NUMBER OF LOANS: 194
TOTAL BALANCE........: 54,512,612.05
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.30.07 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP III CUTOFF : 03/01/04
POOL : 0004821
:
:
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 #
______________________________________________________________________________
1323628 472/M32 F 572,000.00 ZZ
180 230,032.40 1
7.000 5,141.30 79
6.625 5,141.30
XXXXXXXXX XX 00000 2 06/04/93 00
302719695 05 08/01/93 0
006200639107 O 07/01/08
0
1324811 635/447 F 104,000.00 ZZ
180 43,336.91 4
7.875 986.39 59
6.750 986.39
XXXXXX XX 00000 2 06/02/93 00
4074812 05 08/01/93 0
3111986 O 07/01/08
0
1324849 554/076 F 404,100.00 ZZ
180 147,004.05 1
7.125 3,660.46 46
6.875 3,660.46
XXXXXXX XX 00000 2 05/17/93 00
15380156 05 07/01/93 0
8641709 O 06/01/08
0
1325836 635/447 F 248,000.00 ZZ
180 103,341.54 1
7.875 2,352.16 67
6.750 2,352.16
XXXX XXXXXXX XX XX 00000 2 06/11/93 00
4075224 05 08/01/93 0
1
3169978 O 07/01/08
0
1329348 472/M32 F 800,000.00 ZZ
180 318,059.89 1
7.125 7,246.65 67
6.625 7,246.65
XXXXXX XX 00000 2 05/21/93 00
302717327 05 07/01/93 0
006200637001 O 06/01/08
0
1330044 635/447 F 86,000.00 ZZ
180 19,074.87 1
7.875 815.67 46
6.750 815.67
XXXXXX XX 00000 2 06/10/93 00
4074403 05 08/01/93 0
3055746 O 07/01/08
0
1333489 369/369 F 456,300.00 ZZ
180 182,352.99 1
7.250 4,165.40 58
7.000 4,165.40
XXXXXXXXXX XX 00000 2 05/21/93 00
47278361 05 07/01/93 0
47278361 O 06/01/08
0
1334351 570/M32 F 438,000.00 ZZ
180 174,886.07 1
7.250 3,998.34 60
7.000 3,998.34
XXX XXXXXXX XX 00000 2 05/13/93 00
302720586 05 07/01/93 0
5237516 O 06/01/08
0
1334673 375/M32 F 364,000.00 ZZ
180 93,897.13 1
7.000 3,271.73 80
6.750 3,271.73
XXXXXXXXX XX 00000 1 05/14/93 00
302721402 03 07/01/93 0
344855 O 06/01/08
0
1
1334956 052/670 F 319,000.00 ZZ
180 52,592.32 1
7.000 2,867.27 63
6.750 2,867.27
XXXXXXXXXXXXX XX 00000 5 05/14/93 00
3119265543 05 07/01/93 0
236741 O 06/01/08
0
1335172 267/943 F 362,000.00 ZZ
180 139,295.61 1
6.875 3,228.52 41
6.625 3,228.52
XXX XXXXXXX XX 00000 2 05/19/93 00
541711094 05 07/01/93 0
7110945 O 06/01/08
0
1335355 514/M32 F 490,000.00 ZZ
180 195,821.98 1
7.250 4,473.03 55
7.000 4,473.03
XX XXXX XX 00000 5 05/21/93 00
302721295 03 07/01/93 0
348360 O 06/01/08
0
1335474 686/686 F 401,000.00 ZZ
180 159,923.30 1
7.200 3,649.29 33
6.950 3,649.29
XXXXXXX XXXXX XX 00000 2 05/20/93 00
0815015086 03 07/01/93 0
030815015086 O 06/01/08
0
1336025 637/447 F 410,100.00 ZZ
180 166,521.54 1
7.250 3,743.65 56
7.000 3,743.65
COS XXX XX 00000 2 06/10/93 00
2847246 05 08/01/93 0
2433324 O 07/01/08
0
1337080 560/560 F 365,000.00 ZZ
180 120,980.18 1
6.875 3,255.27 70
6.750 3,255.27
1
XXXXXXX XX 00000 2 05/24/93 00
220815385 03 07/01/93 0
184317600 O 06/01/08
0
1337530 560/560 F 400,000.00 ZZ
180 160,773.62 1
7.000 3,595.31 54
6.875 3,595.31
XXXXXXX XXX XX XX 00000 1 06/14/93 00
220847503 05 08/01/93 0
197629702 O 07/01/08
0
1337892 158/076 F 280,000.00 ZZ
180 114,348.25 1
7.375 2,575.79 70
6.750 2,575.79
XXXXXXX XX 00000 1 06/16/93 00
10692196 05 08/01/93 0
2398238 O 07/01/08
0
1337894 158/076 F 330,000.00 ZZ
180 134,768.04 1
7.375 3,035.75 52
6.750 3,035.75
XXXXX XXXXX XX 00000 2 06/08/93 00
10692199 05 08/01/93 0
2400349 O 07/01/08
0
1348942 635/447 F 163,000.00 ZZ
180 66,506.27 2
7.625 1,522.64 70
6.625 1,522.64
XXXXXXX XX 00000 2 06/24/93 00
4075037 05 08/01/93 0
3133048 O 07/01/08
0
1359480 406/406 F 220,000.00 ZZ
156 51,086.48 1
7.125 2,166.69 71
6.875 2,166.69
XXXXXX XX 00000 5 12/24/93 00
1124759 05 02/01/94 0
0117102 O 01/01/07
0
1
1379835 531/181 F 375,000.00 T
180 171,549.92 1
6.875 3,344.46 76
6.625 3,344.46
BLACK BUTTE RAN OR 97759 2 03/08/94 00
0001091944 03 05/01/94 0
32290779 O 04/01/09
0
1380058 076/076 F 337,000.00 ZZ
180 153,705.10 1
7.125 3,052.66 90
6.875 3,052.66
XXXXXXXXX XX 00000 2 02/25/94 04
13980682 05 04/01/94 17
3980682 O 03/01/09
0
1629495 B24/G02 F 253,500.00 ZZ
180 13,499.79 1
7.125 2,296.28 75
6.875 2,296.28
XXXXXXXXXX XX 00000 1 12/23/97 00
0430567339 05 02/01/98 0
060403249 O 01/01/13
0
1668122 074/G02 F 400,000.00 ZZ
180 280,543.92 1
7.125 3,623.32 40
6.875 3,623.32
XXXX XXXXX XX 00000 5 10/06/97 00
0430548883 05 12/01/97 0
1506356262 O 11/01/12
0
1671119 429/S48 F 552,000.00 ZZ
180 331,421.96 1
6.875 4,923.04 80
6.625 4,923.04
XXXXXXXX XX 00000 2 11/20/97 00
0063306964 05 01/01/98 0
63306964 O 12/01/12
0
1678686 074/G02 F 650,000.00 ZZ
180 459,045.80 1
1
7.125 5,887.90 40
6.875 5,887.90
XXXXXXXXXX XX 00000 5 12/24/97 00
0430598847 05 01/01/98 0
0000000000 O 12/01/12
0
1678781 074/G02 F 340,000.00 ZZ
120 158,500.04 1
7.000 3,947.69 80
6.750 3,947.69
XXXXXXXXXXX XX 00000 1 12/19/97 00
0430599688 05 02/01/98 0
1577111855 O 01/01/08
0
1678815 074/G02 F 360,000.00 ZZ
180 256,690.91 1
7.250 3,286.31 62
7.000 3,286.31
XXXXXXXX XX 00000 2 12/08/97 00
0430599951 06 02/01/98 0
1589142594 O 01/01/13
0
1679809 462/076 F 320,350.00 ZZ
180 227,785.90 1
7.125 2,901.84 80
6.875 2,901.84
XXXXX XX 00000 1 12/30/97 00
14923424 03 02/01/98 0
0005041207 O 01/01/13
0
1684847 E66/E66 F 453,000.00 ZZ
180 321,214.36 1
7.000 4,071.69 49
6.750 4,071.69
XXXXXXXXX XX 00000 2 12/22/97 00
600363031 05 02/01/98 0
600363031 O 01/01/13
0
1687848 267/943 F 595,000.00 ZZ
180 423,601.65 1
6.875 5,306.54 80
6.625 5,306.54
XXXXXXXXXX XX 00000 2 01/22/98 00
541433976 05 03/01/98 0
1
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0
1687858 144/144 F 400,000.00 ZZ
180 173,058.84 1
6.875 3,567.42 80
6.625 3,567.42
XXXXXX XX 00000 5 11/30/93 00
160473090000000 05 01/01/94 0
160473090 O 12/01/08
0
1687861 144/144 F 350,000.00 ZZ
180 149,172.95 1
6.875 3,121.49 67
6.625 3,121.49
GREECE XX 00000 5 10/12/93 00
160516955000000 05 12/01/93 0
160516955 O 11/01/08
0
1687872 144/144 F 600,000.00 ZZ
180 175,754.95 1
7.125 5,434.99 50
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7.000 5,842.39 70
6.750 5,842.39
XXXXX XXXXXX XX XX 00000 2 04/23/99 00
0431309376 05 06/01/99 0
12633 O 01/01/14
0
1864003 B98/G01 F 470,000.00 ZZ
120 274,885.47 1
6.875 5,426.87 56
6.625 5,426.87
XXXXXX XX 00000 2 02/11/99 00
0431225457 03 04/01/99 0
0000 O 03/01/09
0
1885005 943/943 F 450,000.00 ZZ
180 337,913.96 1
7.000 4,044.73 67
6.750 4,044.73
XXXXXXXXX XX 00000 5 12/03/98 00
8111163405 01 02/01/99 0
8111163405 O 01/01/14
0
1889052 638/G01 F 375,000.00 ZZ
180 200,542.59 1
6.875 3,344.45 70
6.625 3,344.45
XXXXXXXXXX XX 00000 5 02/25/99 00
0431250372 05 04/01/99 0
08851296 O 03/01/14
0
1893324 076/076 F 327,000.00 ZZ
180 251,903.46 1
7.125 2,962.07 68
6.875 2,962.07
XXX XXXXXXXX XX 00000 2 02/04/99 00
18851937 03 03/01/99 0
8851937 O 02/01/14
0
1
1947959 070/070 F 480,000.00 ZZ
180 382,903.25 1
7.125 4,347.99 56
6.875 4,347.99
XXXXXXX XX 00000 5 07/14/99 00
004462597 05 09/01/99 0
4462597 O 08/01/14
0
2614416 696/G02 F 500,000.00 ZZ
180 214,048.64 1
7.125 4,529.16 55
6.875 4,529.16
XXXXXX XX 00000 1 01/15/98 00
0430576280 05 03/01/98 0
2081323 O 02/01/13
0
2619373 696/G02 F 455,200.00 ZZ
180 328,039.07 1
7.125 4,123.34 80
6.875 4,123.34
XXXXXXXX XX 00000 2 02/10/98 00
0430626523 05 04/01/98 0
3128035 O 03/01/13
0
2624579 696/G02 F 640,000.00 ZZ
180 459,666.10 1
7.000 5,752.50 80
6.750 5,752.50
XXXXXX XX 00000 2 02/25/98 00
0430661876 05 04/01/98 0
5011122 O 03/01/13
0
2663493 354/S48 F 522,000.00 ZZ
180 376,640.46 1
6.875 4,655.48 78
6.625 4,655.48
XXXX XXXXXXX XX 00000 2 03/25/98 00
0021710629 03 05/01/98 0
0021710629 O 04/01/13
0
2663532 354/S48 F 344,000.00 ZZ
180 241,761.35 1
1
7.125 3,116.06 67
6.875 3,116.06
XXX XXXXX XX 00000 2 04/06/98 00
0021801428 03 06/01/98 0
0021801428 O 05/01/13
0
2663546 354/S48 F 357,800.00 ZZ
180 241,901.18 1
6.875 3,191.05 61
6.625 3,191.05
XXXXXXXX XX 00000 2 05/22/98 00
0021817853 03 07/01/98 0
0021817853 O 06/01/13
0
2663580 354/S48 F 470,000.00 ZZ
180 333,024.62 1
6.875 4,191.72 78
6.625 4,191.72
XXXXXX XXXX XX 00000 2 05/22/98 00
0021847835 05 07/01/98 0
0021847835 O 06/01/13
0
2663625 354/S48 F 354,000.00 ZZ
180 258,350.88 1
6.875 3,157.17 75
6.625 3,157.17
XXXXXXXXXXXX XX 00000 5 05/15/98 00
0021890520 05 07/01/98 0
0021890520 O 06/01/13
0
2663629 354/S48 F 645,000.00 ZZ
180 448,910.75 1
6.875 5,752.46 68
6.625 5,752.46
XXXXXXX XX 00000 2 05/22/98 00
0021894977 03 07/01/98 0
0021894977 O 06/01/13
0
2663642 354/S48 F 585,150.00 ZZ
180 388,399.07 1
6.875 5,218.69 69
6.625 5,218.69
XXXXXXX XX 00000 2 05/14/98 00
0021908538 03 07/01/98 0
1
0021908538 O 06/01/13
0
2663653 354/S48 F 650,000.00 ZZ
180 473,336.89 1
7.000 5,842.38 65
6.750 5,842.38
XXXXX XX 00000 2 04/29/98 00
0021915350 03 06/01/98 0
0021915350 O 05/01/13
0
2663656 354/S48 F 297,000.00 ZZ
180 218,240.62 1
7.125 2,690.32 64
6.875 2,690.32
XXXXXXXXXX XX 00000 2 05/22/98 00
0021915731 03 07/01/98 0
0021915731 O 06/01/13
0
2663682 354/S48 F 364,600.00 ZZ
120 81,363.10 1
7.125 4,256.84 53
6.875 4,256.84
XXXXXXXXX XX 00000 2 05/21/98 00
0021925946 03 07/01/98 0
0021925946 O 06/01/08
0
2663684 354/S48 F 400,000.00 ZZ
180 266,138.87 1
6.875 3,567.42 58
6.625 3,567.42
XXXXXXXXXX XX 00000 2 06/01/98 00
0021926605 05 08/01/98 0
0021926605 O 07/01/13
0
2663738 354/S48 F 650,000.00 ZZ
180 445,987.92 1
7.000 5,842.38 70
6.750 5,842.38
XXXXXX XX 00000 5 05/22/98 00
0021967641 05 07/01/98 0
0021967641 O 06/01/13
0
1
2663798 354/S48 F 345,000.00 ZZ
180 251,232.25 1
7.000 3,100.96 48
6.750 3,100.96
XXX XXXXXX XX 00000 5 04/14/98 00
0026137992 05 06/01/98 0
0026137992 O 05/01/13
0
2663815 354/S48 F 444,000.00 ZZ
180 278,145.67 1
7.125 4,021.90 58
6.875 4,021.90
XXXXXXX XX 00000 5 04/09/98 00
0026237271 05 06/01/98 0
0026237271 O 05/01/13
0
2663844 354/S48 F 426,000.00 ZZ
180 299,637.67 1
7.125 3,858.85 62
6.875 3,858.85
XXXX XXXX XX 00000 2 06/08/98 00
0026297978 05 08/01/98 0
0026297978 O 07/01/13
0
2663925 354/S48 F 649,500.00 ZZ
180 478,488.90 1
7.250 5,929.05 40
7.000 5,929.05
XXXXX XXXXXX XX XX 00000 5 05/18/98 00
0026426254 05 07/01/98 0
0026426254 O 06/01/13
0
2663960 354/S48 F 480,000.00 ZZ
180 352,712.30 1
7.125 4,347.99 80
6.875 4,347.99
XXXXXXXXX XX 00000 1 06/04/98 00
0026456574 05 07/01/98 0
0026456574 O 06/01/13
0
2673821 354/S48 F 467,000.00 ZZ
180 344,505.79 1
7.125 4,230.23 77
6.875 4,230.23
1
XXXX XXXXXXX XX 00000 2 06/24/98 00
0022012181 03 08/01/98 0
0022012181 O 07/01/13
0
2673895 354/S48 F 358,600.00 ZZ
180 263,805.81 1
6.875 3,198.20 68
6.625 3,198.20
XXXXXX XX 00000 2 06/23/98 00
0022082424 03 08/01/98 0
0022082424 O 07/01/13
0
2673935 354/S48 F 400,000.00 T
180 292,990.62 1
7.000 3,595.32 59
6.750 3,595.32
XXXXXXXX XX 00000 1 05/11/98 00
0022134928 03 07/01/98 0
0022134928 O 06/01/13
0
2673944 354/S48 F 450,000.00 ZZ
180 332,226.96 1
6.875 4,013.34 75
6.625 4,013.34
XXXXXX XXXXX XX 00000 1 08/03/98 00
0022148738 03 09/01/98 0
0022148738 O 08/01/13
0
2673967 354/S48 F 425,000.00 ZZ
180 309,212.17 1
6.875 3,790.39 46
6.625 3,790.39
XXXXXX XX 00000 1 07/13/98 00
0026497057 05 09/01/98 0
0026497057 O 08/01/13
0
2673995 354/S48 F 346,000.00 ZZ
180 190,129.38 1
6.875 3,085.82 47
6.625 3,085.82
XXXXXX XXXX XX 00000 2 07/13/98 00
0026559450 05 09/01/98 0
26559450 O 08/01/13
0
1
2674021 354/S48 F 348,000.00 ZZ
180 209,894.18 1
6.875 3,103.66 67
6.625 3,103.66
XXX XXXXXXX XX 00000 2 07/15/98 00
0026631069 05 09/01/98 0
0026631069 O 08/01/13
0
2761058 F28/G01 F 585,650.00 ZZ
180 407,854.95 1
6.875 5,223.15 74
6.625 5,223.15
XXXXXX XXXXX XX 00000 2 06/29/98 00
0431268788 05 09/01/98 0
3869787 O 08/01/13
0
2762068 623/G01 F 374,000.00 ZZ
180 266,132.67 1
6.875 3,335.54 74
6.625 3,335.54
XXXXXXXX XXXX XX 00000 2 12/23/98 00
0431254481 05 02/01/99 0
1209844 O 01/01/14
0
2930473 070/070 F 1,085,000.00 ZZ
180 852,514.29 1
6.875 9,676.62 68
6.625 9,676.62
XXXXXX XXXXX XX XX 00000 2 05/06/99 00
006117945 05 07/01/99 0
6117945 O 06/01/14
0
2992644 976/076 F 468,000.00 ZZ
180 257,537.15 1
7.250 4,272.20 54
7.000 4,272.20
XXXXXX XXXXX XX XX 00000 1 08/11/99 00
15584909 03 10/01/99 0
5714309 O 09/01/14
0
2997224 354/S48 F 414,850.00 ZZ
180 320,430.21 1
1
6.875 3,699.86 80
6.625 3,699.86
XXXXXXXXXXX XX 00000 2 02/26/99 00
0022985196 03 04/01/99 0
0022985196 O 03/01/14
0
3048121 S48/S48 F 534,150.00 ZZ
180 432,943.57 1
7.125 4,838.50 27
6.875 4,838.50
XXXXXXXX XX 00000 5 10/25/99 00
0023574502 05 12/01/99 0
0023574502 O 11/01/14
0
3060545 943/943 F 318,750.00 ZZ
180 137,159.57 1
7.125 2,887.34 75
6.875 2,887.34
XXX XXXX XX 00000 1 05/11/99 00
9090079072 12 07/01/99 0
9090079072 O 06/01/14
0
4317636 Q73/G01 F 399,000.00 ZZ
180 338,686.16 1
6.875 3,558.50 78
6.625 3,558.50
XXXXXXX XX 00000 2 03/06/01 00
0432690824 02 05/01/01 0
2783435 O 04/01/16
0
4526705 405/943 F 400,000.00 ZZ
180 338,053.12 1
7.125 3,623.33 54
6.875 3,623.33
XXX XXXXX XX 00000 2 02/14/01 00
1715514 03 04/01/01 0
17155144 O 03/01/16
0
4526733 405/943 F 332,000.00 ZZ
180 282,331.79 1
7.375 3,054.15 71
6.875 3,054.15
XXXXXX XX 00000 5 03/01/01 00
1714574 03 05/01/01 0
1
17145749 O 04/01/16
0
4588453 163/X14 F 400,000.00 ZZ
180 351,596.10 1
7.125 3,623.33 80
6.875 3,623.33
XXXXXXXXXX XX 00000 1 03/16/01 00
8022020609 05 05/01/01 0
1000252025 O 04/01/16
0
4605312 144/144 F 500,000.00 ZZ
180 440,867.38 1
7.000 4,494.14 46
6.750 4,494.14
XXXXXXX XX 00000 1 04/16/01 00
160664540000000 05 06/01/01 0
01GUIDERD O 05/01/16
0
4624901 286/286 F 650,000.00 ZZ
180 548,720.49 1
6.875 5,797.06 77
6.625 5,797.06
XXXXXXX XX 00000 2 02/28/01 00
0270448 05 04/01/01 0
270448 O 03/01/16
0
4624913 286/286 F 376,400.00 ZZ
180 331,064.03 1
7.250 3,436.02 70
7.000 3,436.02
XXXXXX XX 00000 2 03/06/01 00
0271568 01 05/01/01 0
271568 O 04/01/16
0
4637420 893/G01 F 335,000.00 T
180 292,057.14 1
7.000 3,011.07 69
6.750 3,011.07
XXXXXXX XX 00000 2 04/11/01 00
0432753895 05 06/01/01 0
M10323081 O 05/01/16
0
1
4641482 964/G01 F 503,200.00 ZZ
180 443,688.65 1
7.000 4,522.91 80
6.750 4,522.91
XXXXXX XXXXXX XX 00000 2 04/18/01 00
0432800472 05 06/01/01 0
117483 O 05/01/16
0
4697056 026/G01 F 676,000.00 ZZ
180 595,322.67 1
6.875 6,028.94 80
6.625 6,028.94
XXXXX XX 00000 1 04/18/01 00
0432827780 05 06/01/01 0
0454338 O 05/01/16
0
4714503 405/943 F 432,000.00 ZZ
180 379,523.72 1
7.125 3,913.19 80
6.875 3,913.19
XXXXXX XX 00000 1 03/19/01 00
1210101 05 05/01/01 0
0012101010 O 04/01/16
0
4723353 E22/G01 F 834,000.00 ZZ
180 737,150.30 1
7.250 7,613.28 59
7.000 7,613.28
XXXXXXX XX 00000 2 04/17/01 00
0412501231 03 06/01/01 0
0412501231 O 05/01/16
0
4723500 E22/G01 F 448,000.00 ZZ
180 395,017.17 1
7.000 4,026.75 65
6.750 4,026.75
XXXXXXXXXX XXXX XX 00000 5 04/24/01 00
0412583445 05 06/01/01 0
0412583445 O 05/01/16
0
4731407 225/G01 F 600,000.00 ZZ
180 525,763.92 1
7.250 5,477.18 37
7.000 5,477.18
1
XX XXXXXXXXXX XX 00000 5 02/22/01 00
0432762441 03 04/01/01 0
6522903 O 03/01/16
0
4731652 225/G01 F 635,000.00 ZZ
180 553,494.82 1
6.875 5,663.28 80
6.625 5,663.28
XXXXXXXX XX 00000 2 03/02/01 00
0432761641 03 04/01/01 0
723521100 O 03/01/16
0
4733529 181/181 F 460,000.00 ZZ
180 396,314.59 1
6.875 4,102.53 80
6.625 4,102.53
XXX XXXX XX 00000 1 01/30/01 00
0613203802 03 03/01/01 0
613203802 O 02/01/16
0
4744727 181/181 F 573,650.00 T
180 477,923.19 1
6.875 5,116.12 70
6.625 5,116.12
XXXX XXXX XX 00000 1 02/13/01 00
0613469040 01 04/01/01 0
613469040 O 03/01/16
0
4762027 163/X14 F 611,000.00 ZZ
180 79,872.31 1
7.000 5,491.85 65
6.750 5,491.85
XXXXXX XX 00000 2 02/23/01 00
8021952083 05 04/01/01 0
1000230123 O 03/01/16
0
4763095 163/X14 F 375,000.00 ZZ
180 328,017.35 1
7.125 3,396.87 60
6.875 3,396.87
XXXXXXX XX 00000 1 02/14/01 00
8021853356 05 04/01/01 0
1000180689 O 03/01/16
0
1
4769308 286/286 F 355,000.00 ZZ
180 309,741.07 1
7.125 3,215.71 80
6.875 3,215.71
XXXXX XX 00000 1 04/26/01 00
0373845 05 06/01/01 0
373845 O 05/01/16
0
4802309 405/943 F 186,500.00 ZZ
180 144,915.75 1
7.125 1,689.38 26
6.625 1,689.38
XXXX XXXXX XX 00000 5 03/29/01 00
1723126 05 05/01/01 0
0017231267 O 04/01/16
0
4802323 405/943 F 275,000.00 ZZ
180 242,932.42 1
7.250 2,510.38 41
6.750 2,510.38
XXXXX XX 00000 2 04/17/01 00
1732450 05 06/01/01 0
0017324500 O 05/01/16
0
4802325 405/943 F 600,000.00 T
180 531,179.24 1
7.500 5,562.08 75
7.000 5,562.08
XXX XXXXXXX XX 00000 2 04/17/01 00
1736992 05 06/01/01 0
0017369927 O 05/01/16
0
4828424 E22/G01 F 339,000.00 ZZ
180 285,621.63 1
6.875 3,023.39 75
6.625 3,023.39
XXXXXX XX 00000 2 05/14/01 00
0412645400 03 07/01/01 0
0412645400 O 06/01/16
0
4831172 J95/J95 F 367,000.00 ZZ
180 323,988.50 1
1
7.125 3,324.41 74
6.875 3,324.41
XXXXXXXXXX XX 00000 2 04/23/01 00
0020133641 05 06/01/01 0
0020133641 O 05/01/16
0
4832363 L60/F27 F 372,000.00 ZZ
180 326,162.82 1
6.875 3,317.70 80
6.625 3,317.70
XXXXXXXXXXX XX 00000 2 03/26/01 00
6610622508 05 05/01/01 0
6610622508 O 04/01/16
0
4846269 225/G01 F 436,000.00 ZZ
180 381,401.22 1
6.875 3,888.48 80
6.625 3,888.48
XXXXXXXXXXXX XX 00000 1 03/16/01 00
0432837409 05 05/01/01 0
6258637 O 04/01/16
0
4855124 025/025 F 428,000.00 ZZ
180 361,216.78 1
6.875 3,817.14 80
6.625 3,817.14
XXXXX XXXXX XX 00000 1 04/09/01 00
0138965058 03 06/01/01 0
0138965058 O 05/01/16
0
4861425 225/G01 F 474,500.00 ZZ
180 417,870.80 1
6.875 4,231.85 78
6.625 4,231.85
XXXXXXXXXXX XX 00000 2 04/10/01 00
0432825743 05 06/01/01 0
7257979 O 05/01/16
0
4862099 225/G01 F 423,000.00 ZZ
180 373,423.65 1
7.125 3,831.67 75
6.875 3,831.67
XXXXXXXXX XX 00000 5 04/10/01 00
0432822971 05 06/01/01 0
1
7256242 O 05/01/16
0
4871899 E82/G01 F 471,700.00 ZZ
180 416,935.25 1
6.875 4,206.88 63
6.625 4,206.88
XXXXXXX XX 00000 2 05/29/01 00
0400426987 05 07/01/01 0
0400426987 O 06/01/16
0
TOTAL NUMBER OF LOANS : 194
TOTAL ORIGINAL BALANCE : 81,915,192.30
TOTAL PRINCIPAL BALANCE : 54,512,612.05
TOTAL ORIGINAL P+I : 744,579.38
TOTAL CURRENT P+I : 744,579.38
***************************
* END OF REPORT *
***************************
EXHIBIT F-6
GROUP V LOAN SCHEDULE
(Filed Manually)
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.32.02 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP IV CUTOFF : 03/01/04
POOL : 0004822
:
:
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
----------------------------------------------------------------------------
1675457 .2500
278,124.22 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1682129 .2500
337,558.34 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
1686191 .2500
206,084.16 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
1687862 .2500
175,285.45 .0500
6.1250 .0000
5.8750 .0000
5.8250 .0000
5.8250 .0000
1687864 .2500
166,659.52 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
1687866 .2500
164,453.32 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
1
1687874 .2500
228,466.55 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
1691109 .2500
294,499.77 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1695832 .2500
290,108.53 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
1698187 .2500
287,886.62 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1721569 .2500
210,814.91 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1732390 .2500
231,523.03 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1739617 .2500
447,884.16 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
1747184 .2500
248,593.16 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
1750364 .2500
301,147.51 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1772187 .2500
353,719.86 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1779733 .2500
254,600.67 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
1779895 .2500
436,868.15 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
1779952 .2500
271,505.04 .0500
6.0000 .0000
5.7500 .0000
5.7000 .0000
5.7000 .0000
1779975 .2500
289,706.23 .0500
6.1250 .0000
5.8750 .0000
5.8250 .0000
5.8250 .0000
1779992 .2500
285,440.86 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1782822 .2500
245,833.90 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
1795563 .2500
483,078.04 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1806266 .2500
274,011.72 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
1806374 .2500
294,280.66 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
1812474 .2500
260,118.35 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1812572 .2500
84,793.37 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
1814384 .2500
279,285.62 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
1819772 .2500
17,761.38 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1824714 .2500
436,737.47 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
1827497 .2500
383,432.88 .0500
6.7500 .0000
6.5000 .0000
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1
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269,605.36 .0500
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219,852.05 .0500
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250,649.07 .0500
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2663699 .2500
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437,136.44 .0500
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2663754 .2500
247,973.52 .0500
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1
2663787 .2500
393,415.09 .0500
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2663821 .2500
319,828.14 .0500
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6.5000 .0000
6.4500 .0000
6.0000 .4500
2663874 .2500
304,896.78 .0500
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6.5000 .0000
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6.0000 .4500
2663899 .2500
309,526.71 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2663906 .2500
302,353.81 .0500
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6.0000 .4500
2663980 .2500
300,871.58 .0500
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6.4500 .0000
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2663992 .2500
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6.5000 .0000
6.4500 .0000
6.0000 .4500
2664005 .2500
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2673812 .2500
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6.0000 .4500
2673867 .2500
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6.2500 .0000
6.2000 .0000
6.0000 .2000
2673986 .2500
420,960.62 .0500
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6.5000 .0000
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2673987 .2500
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1
2674018 .2500
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6.2500 .0000
6.2000 .0000
6.0000 .2000
2674041 .2500
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6.5000 .0000
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6.2500 .0000
6.2000 .0000
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2761139 .2500
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2761154 .2500
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6.2500 .0000
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6.2500 .0000
6.2000 .0000
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1
4785410 .2500
263,916.07 .0500
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6.5000 .0000
6.4500 .0000
6.0000 .4500
4785815 .2500
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6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4787274 .2500
378,199.25 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
4788309 .2500
27,733.29 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
4802305 .2500
296,773.51 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4802306 .5000
108,757.88 .0500
7.0000 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4802307 .3750
346,977.97 .0500
6.8750 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4802310 .2500
356,814.40 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1
4802314 .2500
231,464.91 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
4802315 .3750
320,025.38 .0500
6.8750 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4802319 .5000
275,846.14 .0500
7.0000 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4802327 .3750
564,267.82 .0500
6.8750 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4802328 .2500
305,869.79 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4841483 .2500
836,223.57 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
4861797 .2500
449,258.12 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
TOTAL NUMBER OF LOANS: 117
TOTAL BALANCE........: 35,569,298.31
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.32.02 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004822
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 6.5881 5.7500 7.0000
RFC NET RATE 6.3273 5.5000 6.5000
NET MTG RATE(INVSTR RATE) 6.2773 5.4500 6.4500
POST STRIP RATE 5.9782 5.4500 6.0000
SUB SERV FEE .2608 .2500 .5000
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2991 .0000 .4500
TOTAL NUMBER OF LOANS: 117
TOTAL BALANCE........: 35,569,298.31
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.32.02 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP IV CUTOFF : 03/01/04
POOL : 0004822
:
:
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 #
______________________________________________________________________________
1675457 491/S48 F 400,000.00 ZZ
180 278,124.22 1
6.750 3,539.64 79
6.500 3,539.64
XXXXXXX XXXXX XX 00000 1 10/21/97 00
4263292742 06 12/01/97 0
63292742 O 11/01/12
0
1682129 G75/G75 F 550,000.00 ZZ
180 337,558.34 1
6.500 4,791.10 55
6.250 4,791.10
XXXXXXXXXX XX 00000 2 12/24/97 00
0003397898 05 02/01/98 0
03397898 O 01/01/13
0
1686191 957/G02 F 380,700.00 ZZ
180 206,084.16 1
6.250 3,264.21 74
6.000 3,264.21
XXXXXXXXXX XXXX XX 00000 5 01/15/98 00
0430591123 05 03/01/98 0
0246320 O 02/01/13
0
1687862 144/144 F 424,000.00 ZZ
180 175,285.45 1
6.125 3,606.65 80
5.875 3,606.65
XXXXXXXXXX XX 00000 1 10/27/93 00
160520577000000 05 12/01/93 0
1
160520577 O 11/01/08
0
1687864 144/144 F 395,000.00 ZZ
180 166,659.52 1
6.250 3,386.82 80
6.000 3,386.82
XXXXXXX XX 00000 1 11/30/93 00
160530089000000 05 01/01/94 0
160530089 O 12/01/08
0
1687866 144/144 F 384,000.00 ZZ
180 164,453.32 1
6.250 3,292.50 80
6.000 3,292.50
XXXXXXXXXX XX 00000 2 12/16/93 00
160536656000000 05 02/01/94 0
160536656 O 01/01/09
0
1687874 144/144 F 511,000.00 ZZ
180 228,466.55 1
6.250 4,381.43 62
6.000 4,381.43
XXX XXXXXX XX 00000 2 03/23/94 00
160558148000000 05 05/01/94 0
160558148 O 04/01/09
0
1691109 074/074 F 450,000.00 ZZ
180 294,499.77 1
6.750 3,982.10 60
6.500 3,982.10
XXXX XX 00000 1 01/06/98 00
1565182630 03 03/01/98 0
1565182630 O 02/01/13
0
1695832 959/G02 F 400,000.00 ZZ
180 290,108.53 1
6.500 3,484.43 37
6.250 3,484.43
XXXXXX XXXX XX 00000 2 05/11/98 00
0430790964 05 07/01/98 0
1695832 O 06/01/13
0
1
1698187 450/994 F 404,500.00 ZZ
180 287,886.62 1
6.750 3,579.46 66
6.500 3,579.46
XXXXXX XXXXXX X XX 00000 1 02/19/98 00
5927758267 05 04/01/98 0
4486023 O 03/01/13
0
1721569 686/686 F 339,300.00 ZZ
180 210,814.91 1
6.750 3,002.50 50
6.500 3,002.50
XXXXXXXX XX 00000 2 03/19/98 00
0818757874 05 05/01/98 0
818757874 O 04/01/13
0
1732390 575/G02 F 411,400.00 ZZ
180 231,523.03 1
6.750 3,640.52 42
6.500 3,640.52
XXXXXXX XX 00000 2 04/17/98 00
0430780635 05 06/01/98 0
9075383 O 05/01/13
0
1739617 A91/G02 F 650,000.00 ZZ
180 447,884.16 1
6.250 5,573.25 65
6.000 5,573.25
XXXXXXXX XX 00000 2 06/07/98 00
0430875997 05 07/01/98 0
9816239A O 06/01/13
0
1747184 526/686 F 348,200.00 ZZ
180 248,593.16 1
6.750 3,081.26 62
6.500 3,081.26
XXXXXXXXXXX XX 00000 2 02/12/98 00
6103096381 03 04/01/98 0
309638 O 03/01/13
0
1750364 025/025 F 416,000.00 ZZ
180 301,147.51 1
6.750 3,681.22 80
6.500 3,681.22
1
XXXXX XX 00000 1 04/30/98 00
0001087857 05 06/01/98 0
108785 O 05/01/13
0
1772187 638/G02 F 485,000.00 ZZ
180 353,719.86 1
6.750 4,291.82 76
6.500 4,291.82
XXXXXXXX XX 00000 1 06/30/98 00
0430897488 03 08/01/98 0
3174206 O 07/01/13
0
1779733 299/G02 F 400,000.00 ZZ
180 254,600.67 1
6.375 3,457.00 71
6.125 3,457.00
XXXXX XXXX XX 00000 5 06/22/98 00
0430927905 05 08/01/98 0
878341 O 07/01/13
0
1779895 943/943 F 600,000.00 ZZ
180 436,868.15 1
6.375 5,185.51 80
6.125 5,185.51
XXXX XX 00000 1 06/09/98 00
8080088701 05 08/01/98 0
8080088701 O 07/01/13
0
1779952 943/943 F 452,000.00 ZZ
180 271,505.04 1
6.000 3,814.24 80
5.750 3,814.24
XXXXXXXXXX XX 00000 1 06/15/98 00
8111134797 05 08/01/98 0
8111134797 O 07/01/13
0
1779975 943/943 F 400,000.00 ZZ
180 289,706.23 1
6.125 3,402.50 45
5.875 3,402.50
XXXXX XXXXXX XX 00000 1 06/24/98 00
8111143753 05 08/01/98 0
8111143753 O 07/01/13
0
1
1779992 943/943 F 430,000.00 ZZ
180 285,440.86 1
6.625 3,775.38 63
6.375 3,775.38
XXX XXXX XX 00000 5 04/17/98 00
8529900464 05 06/01/98 0
8529900464 O 05/01/13
0
1782822 025/025 F 335,000.00 ZZ
180 245,833.90 1
6.750 2,964.45 49
6.500 2,964.45
XXXXXXXXX XX 00000 1 06/19/98 00
0003735719 05 08/01/98 0
373571 O 07/01/13
0
1795563 K65/G01 F 650,000.00 ZZ
180 483,078.04 1
6.750 5,751.91 65
6.500 5,751.91
XXXXXXX XX 00000 2 08/19/98 00
0431007004 05 10/01/98 0
0000000 O 09/01/13
0
1806266 943/943 F 388,000.00 ZZ
180 274,011.72 1
6.375 3,353.30 80
6.125 3,353.30
XXXXXXXXXX XX 00000 1 06/09/98 00
0000000000 05 08/01/98 0
0000000000 O 07/01/13
0
1806374 943/943 F 400,000.00 ZZ
180 294,280.66 1
6.250 3,429.70 32
6.000 3,429.70
XXX XXXXXX XX 00000 1 08/07/98 00
0000000000 05 10/01/98 0
0000000000 O 09/01/13
0
1812474 976/076 F 350,000.00 ZZ
180 260,118.35 1
1
6.750 3,097.19 57
6.500 3,097.19
XX XXXXX XX 00000 2 08/18/98 00
14325069 05 10/01/98 0
5336367 O 09/01/13
0
1812572 976/076 F 400,000.00 ZZ
180 84,793.37 1
6.500 3,484.43 59
6.250 3,484.43
XXXXXX XX 00000 1 11/24/97 00
15927517 05 01/01/98 0
6511687 O 12/01/12
0
1814384 B60/G01 F 376,250.00 ZZ
180 279,285.62 1
6.375 3,251.74 79
6.125 3,251.74
XXXXXXX XX 00000 2 09/14/98 00
0431076744 05 11/01/98 0
255079 O 10/01/13
0
1819772 896/G01 F 63,000.00 T
180 17,761.38 1
6.625 553.14 85
6.375 553.14
XXXXXXXXXX XX 00000 4 09/10/98 19
0431066042 04 11/01/98 25
0059263388 O 10/01/13
0
1824714 439/686 F 584,000.00 ZZ
180 436,737.47 1
6.750 5,167.88 80
6.500 5,167.88
XXXXXX XX 00000 2 09/09/98 00
7019814776 05 11/01/98 0
1981477 O 10/01/13
0
1827497 E22/G01 F 510,000.00 ZZ
180 383,432.88 1
6.750 4,513.04 75
6.500 4,513.04
XXXXXX XX 00000 1 10/02/98 00
0411074982 05 12/01/98 0
1
411074982 O 11/01/13
0
1829672 526/686 F 390,000.00 ZZ
180 163,816.98 1
6.500 3,397.32 60
6.250 3,397.32
XXXXXXX XX 00000 2 04/21/98 00
6103238488 07 06/01/98 0
323848 O 05/01/13
0
1831604 F28/G01 F 342,000.00 ZZ
180 256,089.50 1
6.500 2,979.19 69
6.250 2,979.19
XXXXXX XXXXX XX 00000 2 10/15/98 00
0431087949 03 12/01/98 0
4248508 O 11/01/13
0
1836637 601/G01 F 358,000.00 ZZ
180 265,268.33 1
6.750 3,167.98 52
6.500 3,167.98
XXXXXXXXX XX 00000 2 10/21/98 00
0431099340 05 12/01/98 0
1282369 O 11/01/13
0
1838934 830/G01 F 598,000.00 ZZ
120 314,740.30 1
6.500 6,790.17 52
6.250 6,790.17
XXXXXXX XX 00000 2 10/29/98 00
0431106525 05 12/01/98 0
MADER539040 O 11/01/08
0
1839134 439/686 F 482,000.00 ZZ
180 358,072.15 1
6.100 4,093.48 51
5.850 4,093.48
XXXXX XXXX XX 00000 2 10/19/98 00
7019938781 05 12/01/98 0
1993878 O 11/01/13
0
1
1840057 074/074 F 400,000.00 ZZ
180 301,372.09 1
6.500 3,484.43 71
6.250 3,484.43
XXXXXXXXXXXXX XX 00000 2 11/02/98 00
1106143865 05 01/01/99 0
1106143865 O 12/01/13
0
1840088 074/074 F 552,000.00 ZZ
180 382,493.58 1
6.625 4,846.53 80
6.375 4,846.53
XXXXXXX XX 00000 1 10/14/98 00
1161238044 05 12/01/98 0
1161238044 O 11/01/13
0
1842523 111/111 F 650,000.00 ZZ
180 487,359.30 1
6.250 5,573.25 57
6.000 5,573.25
XXXXXXXX XX 00000 1 11/03/98 00
805989 05 01/01/99 0
679000805989 O 12/01/13
0
1843601 F44/G01 F 365,000.00 ZZ
180 276,133.01 1
6.750 3,229.92 75
6.500 3,229.92
XXXXXXXXXXX XX 00000 5 11/23/98 00
0431113943 03 01/01/99 0
205528 O 12/01/13
0
1844230 893/G01 F 403,000.00 ZZ
180 302,162.36 1
6.250 3,455.42 65
6.000 3,455.42
XXX XXXXX XX 00000 2 11/16/98 00
0431121094 05 01/01/99 0
98110323 O 12/01/13
0
1847044 560/560 F 393,300.00 ZZ
180 294,125.10 1
6.750 3,480.35 57
6.500 3,480.35
1
XXXXXXXX XX 00000 5 09/24/98 00
160840104 05 11/01/98 0
160840104 O 10/01/13
0
1847061 560/560 F 464,900.00 ZZ
180 348,696.51 1
6.625 4,081.80 63
6.375 4,081.80
XXXXXXXX XX 00000 2 10/12/98 00
161626908 05 12/01/98 0
161626908 O 11/01/13
0
1847072 560/560 F 501,500.00 ZZ
180 341,671.84 1
6.000 4,231.95 75
5.750 4,231.95
XXXXXXX XX 00000 2 10/26/98 00
162562300 03 12/01/98 0
162562300 O 11/01/13
0
1849466 K56/G01 F 385,000.00 ZZ
180 263,073.47 1
6.750 3,406.90 80
6.500 3,406.90
XXXXXXX XX 00000 1 11/23/98 00
0431124551 05 01/01/99 0
1020026 O 12/01/13
0
1869160 549/S48 F 261,900.00 ZZ
180 156,921.14 1
5.875 2,192.42 77
5.625 2,192.42
XXXXXXXX XX 00000 2 12/15/98 00
4865494001 05 02/01/99 0
65494008 O 01/01/14
0
1884094 A26/G01 F 490,000.00 ZZ
180 376,771.79 1
6.625 4,302.17 70
6.375 4,302.17
XXXXXX XX 00000 5 02/16/99 00
0431240845 05 04/01/99 0
13337 O 03/01/14
0
1
1884821 943/943 F 352,000.00 ZZ
180 265,845.13 1
6.625 3,090.54 80
6.375 3,090.54
XXXXXXXXXX XX 00000 2 11/18/98 00
8080005406 05 01/01/99 0
8080005406 O 12/01/13
0
1885047 943/943 F 415,000.00 ZZ
180 314,584.37 1
6.500 3,615.10 56
6.250 3,615.10
XXXX XXXXXX XX 00000 2 12/08/98 00
8555101015 05 02/01/99 0
8555101015 O 01/01/14
0
1885056 943/943 F 559,900.00 ZZ
180 392,601.62 1
6.375 4,838.94 80
6.125 4,838.94
XXXXXXXXXX XX 00000 1 12/28/98 00
8562700651 05 02/01/99 0
8562700651 O 01/01/14
0
1892217 638/G01 F 350,000.00 ZZ
180 269,605.36 1
6.750 3,097.18 31
6.500 3,097.18
XXXXXXX XXXXX XX 00000 2 02/25/99 00
0431256841 05 04/01/99 0
08859985 O 03/01/14
0
1893277 076/076 F 600,000.00 ZZ
180 457,569.68 1
6.500 5,226.64 60
6.250 5,226.64
XXXXXX XX 00000 5 01/15/99 00
11400847 05 03/01/99 0
1400847 O 02/01/14
0
1893323 076/076 F 536,000.00 ZZ
180 398,614.73 1
1
6.750 4,743.11 80
6.500 4,743.11
XXXX XXXXX XX 00000 2 12/28/98 00
18359466 03 02/01/99 0
8359466 O 01/01/14
0
1948255 070/070 F 278,700.00 ZZ
180 16,324.84 1
6.250 2,389.64 75
6.000 2,389.64
XXXXXXXXXX XX 00000 2 05/24/99 00
004496112 05 07/01/99 0
4496112 O 06/01/14
0
1954569 299/025 F 248,183.54 ZZ
180 146,251.91 1
6.500 2,161.95 66
6.250 2,161.95
XXXXXXXXX XX 00000 2 04/29/99 00
0003136603 05 06/01/99 0
313660 O 05/01/14
0
2663476 354/S48 F 500,000.00 ZZ
180 152,803.90 1
6.750 4,424.55 34
6.500 4,424.55
XXXXXXX XXXXX XX 00000 2 03/13/98 00
0021697834 05 05/01/98 0
0021697834 O 04/01/13
0
2663552 354/S48 F 350,000.00 ZZ
180 219,852.05 1
6.750 3,097.18 64
6.500 3,097.18
XXXXXXXX XX 00000 1 04/23/98 00
0021820550 05 06/01/98 0
0021820550 O 05/01/13
0
2663685 354/S48 F 344,000.00 ZZ
180 250,649.07 1
6.750 3,044.09 80
6.500 3,044.09
XXXXXXXX XX 00000 1 06/04/98 00
0021927165 03 07/01/98 0
1
0021927165 O 06/01/13
0
2663699 354/S48 F 515,000.00 ZZ
180 373,047.90 1
6.750 4,557.28 74
6.500 4,557.28
XXXXXXXXX XX 00000 2 04/20/98 00
0021935531 05 06/01/98 0
0021935531 O 05/01/13
0
2663714 354/S48 F 228,000.00 T
180 162,235.50 1
6.750 2,017.60 80
6.500 2,017.60
XXXXXXX XX 00000 1 05/22/98 00
0021940036 03 07/01/98 0
0021940036 O 06/01/13
0
2663731 354/S48 F 600,000.00 ZZ
180 437,136.44 1
6.750 5,309.46 76
6.500 5,309.46
XXXXXXX XX 00000 1 05/21/98 00
0021954607 03 07/01/98 0
0021954607 O 06/01/13
0
2663754 354/S48 F 341,000.00 ZZ
180 247,973.52 1
6.625 2,993.96 60
6.375 2,993.96
XXXXX XXXXXXX XX 00000 1 05/18/98 00
0021996616 05 07/01/98 0
0021996616 O 06/01/13
0
2663787 354/S48 F 569,750.00 ZZ
180 393,415.09 1
6.750 5,041.78 64
6.500 5,041.78
XXXXXXXXXX XXXX XX 00000 2 03/23/98 00
0026054304 03 05/01/98 0
0026054304 O 04/01/13
0
1
2663821 354/S48 F 458,000.00 ZZ
180 319,828.14 1
6.750 4,052.89 54
6.500 4,052.89
XXXXXXX XXXXXXX XX 00000 5 05/01/98 00
0026258269 05 07/01/98 0
0026258269 O 06/01/13
0
2663874 354/S48 F 420,000.00 ZZ
180 304,896.78 1
6.750 3,716.62 78
6.500 3,716.62
XXXXX XX 00000 2 05/06/98 00
0026351205 05 07/01/98 0
0026351205 O 06/01/13
0
2663899 354/S48 F 520,000.00 ZZ
180 309,526.71 1
6.750 4,601.53 59
6.500 4,601.53
XXXXXX XXXXX XX XX 00000 5 05/08/98 00
0026391300 03 07/01/98 0
0026391300 O 06/01/13
0
2663906 354/S48 F 415,000.00 ZZ
180 302,353.81 1
6.750 3,672.38 80
6.500 3,672.38
XXXXXXX XXXXX XX 00000 2 05/19/98 00
0026401869 03 07/01/98 0
0026401869 O 06/01/13
0
2663980 354/S48 F 410,000.00 ZZ
180 300,871.58 1
6.750 3,628.13 75
6.500 3,628.13
XX XXXXXXX XX 00000 2 06/01/98 00
0026462119 05 08/01/98 0
0026462119 O 07/01/13
0
2663992 354/S48 F 375,000.00 ZZ
180 273,416.25 1
6.750 3,318.42 41
6.500 3,318.42
1
XXX XXXXXXX XX 00000 2 05/28/98 00
0026465674 05 07/01/98 0
0026465674 O 06/01/13
0
2664005 354/S48 F 555,500.00 ZZ
180 55,395.43 1
6.750 4,915.68 41
6.500 4,915.68
XXX XXXXXXX XX 00000 2 06/01/98 00
0026477554 05 08/01/98 0
0026477554 O 07/01/13
0
2673812 354/S48 F 434,150.00 ZZ
180 318,594.12 1
6.750 3,841.83 73
6.500 3,841.83
XXXXXXX XX 00000 2 06/26/98 00
0022001234 05 08/01/98 0
0022001234 O 07/01/13
0
2673836 354/S48 F 515,000.00 ZZ
180 377,923.65 1
6.750 4,557.29 76
6.500 4,557.29
XXXXXXX XX 00000 1 06/26/98 00
0022029078 05 08/01/98 0
0022029078 O 07/01/13
0
2673867 354/S48 F 350,900.00 ZZ
180 255,173.27 1
6.750 3,105.15 74
6.500 3,105.15
XXXXXXXXXXXX XX 00000 1 07/01/98 00
0022056642 03 09/01/98 0
0022056642 O 08/01/13
0
2673883 354/S48 F 360,000.00 ZZ
180 265,870.44 1
6.750 3,185.67 63
6.500 3,185.67
XXXXXXXX XX 00000 5 07/15/98 00
0022070973 05 09/01/98 0
0022070973 O 08/01/13
0
1
2673915 354/S48 F 581,000.00 ZZ
180 429,084.43 1
6.750 5,141.33 69
6.500 5,141.33
XXXXXXXXXX XX 00000 2 07/28/98 00
0022101158 03 09/01/98 0
0022101158 O 08/01/13
0
2673972 354/S48 F 350,000.00 ZZ
180 182,107.64 1
6.500 3,048.88 54
6.250 3,048.88
XXXXXXX XX 00000 5 06/04/98 00
0026517078 05 08/01/98 0
0026517078 O 07/01/13
0
2673986 354/S48 F 570,000.00 ZZ
180 420,960.62 1
6.750 5,043.99 75
6.500 5,043.99
XXX XXXX XX 00000 5 07/01/98 00
0026540674 05 09/01/98 0
0026540674 O 08/01/13
0
2673987 354/S48 F 348,000.00 ZZ
180 236,401.95 1
6.625 3,055.42 29
6.375 3,055.42
XXXXXXX XXX XX 00000 2 07/02/98 00
0026542506 05 09/01/98 0
0026542506 O 08/01/13
0
2674018 354/S48 F 625,000.00 ZZ
180 425,144.62 1
6.500 5,444.43 60
6.250 5,444.43
XXXXXXXXXX XX 00000 2 07/02/98 00
0026622712 03 09/01/98 0
0026622712 O 08/01/13
0
2674041 354/S48 F 400,000.00 ZZ
180 295,411.11 1
1
6.750 3,539.64 62
6.500 3,539.64
XXXXX XXXXXX XX 00000 2 07/24/98 00
0026718387 05 09/01/98 0
0026718387 O 08/01/13
0
2698404 286/286 F 380,000.00 ZZ
180 284,166.88 1
6.750 3,362.66 59
6.500 3,362.66
XXXXXX XX 00000 1 10/12/98 00
0993024 05 12/01/98 0
0000993024 O 11/01/13
0
2761077 F28/G01 F 470,000.00 ZZ
180 343,651.04 1
6.500 4,094.21 62
6.250 4,094.21
XXXXXX XXXXXX XX 00000 2 02/16/99 00
0431268499 03 04/01/99 0
4447845 O 03/01/14
0
2761139 F28/G01 F 285,800.00 ZZ
180 218,733.45 1
6.375 2,470.03 79
6.125 2,470.03
XXXXXXX XX 00000 2 02/09/99 00
0431267558 05 04/01/99 0
4553204 O 03/01/14
0
2761154 F28/G01 F 370,000.00 ZZ
180 210,171.53 1
6.375 3,197.73 68
6.125 3,197.73
XXXXXXXX XX 00000 2 02/18/99 00
0431267376 05 04/01/99 0
4573766 O 03/01/14
0
2930455 070/070 F 840,000.00 ZZ
180 648,230.01 1
6.500 7,317.30 70
6.250 7,317.30
XXXXXXXXXX XXXX XX 00000 2 03/12/99 00
004708718 05 05/01/99 0
1
4708718 O 04/01/14
0
4380846 B60/G01 F 393,200.00 ZZ
180 141,937.63 1
6.750 3,479.46 80
6.500 3,479.46
XXXXXXX XX 00000 2 02/21/01 00
0432675767 05 04/01/01 0
314034 O 03/01/16
0
4497375 601/G01 F 344,000.00 ZZ
180 287,619.41 1
6.625 3,020.30 49
6.375 3,020.30
XXXXX XXXXX XXX XX 00000 2 02/27/01 00
0432666253 03 04/01/01 0
15112154 O 03/01/16
0
4526731 405/943 F 410,000.00 ZZ
180 345,455.44 1
6.750 3,628.13 57
6.250 3,628.13
XXXXXXXX XX 00000 2 02/09/01 00
1710047 05 04/01/01 0
17100470 O 03/01/16
0
4526734 405/943 F 225,000.00 ZZ
180 195,883.45 1
6.625 1,975.49 44
6.125 1,975.49
XXXXX XXXXXXX XX 00000 1 02/23/01 00
1716006 05 04/01/01 0
17160060 O 03/01/16
0
4588099 163/X14 F 360,000.00 ZZ
120 271,430.56 1
6.625 4,110.67 33
6.375 4,110.67
XXXXXXXXX XX 00000 2 02/22/01 00
8022003373 05 04/01/01 0
1000246859 O 03/01/11
0
1
4640058 N74/G01 F 368,000.00 ZZ
180 303,282.49 1
6.500 3,205.68 62
6.250 3,205.68
XXXXXXX XX 00000 2 04/24/01 00
0432829869 05 06/01/01 0
0028618010 O 05/01/16
0
4668050 286/286 F 344,400.00 ZZ
180 153,723.60 1
6.750 3,047.63 80
6.500 3,047.63
XXX XXXXX XX 00000 1 03/21/01 00
0076522 03 05/01/01 0
76522 O 04/01/16
0
4675233 B60/G01 F 495,000.00 ZZ
180 433,714.17 1
6.625 4,346.07 62
6.375 4,346.07
XXXXXXXX XX 00000 2 04/05/01 00
0432836435 05 06/01/01 0
324382 O 05/01/16
0
4688383 964/G01 F 399,500.00 ZZ
180 350,738.54 1
6.750 3,535.21 60
6.500 3,535.21
XXXXXXXX XX 00000 5 05/10/01 00
0432837805 05 07/01/01 0
119340 O 06/01/16
0
4732589 225/G01 F 330,000.00 ZZ
180 284,045.39 1
5.750 2,740.35 75
5.500 2,740.35
XXXXXXXX XX 00000 5 03/05/01 00
0432760445 05 05/01/01 0
6301344 O 04/01/16
0
4734744 181/181 F 400,000.00 ZZ
180 343,599.80 1
6.625 3,511.98 62
6.375 3,511.98
1
XXXXX XX 00000 2 02/23/01 00
0613177980 05 04/01/01 0
613177980 O 03/01/16
0
4741389 181/181 F 396,000.00 ZZ
180 335,751.20 1
6.000 3,341.67 80
5.750 3,341.67
XXXXXXX XX 00000 2 03/09/01 00
0613008838 03 05/01/01 0
0613008838 O 04/01/16
0
4741554 181/181 F 396,000.00 ZZ
180 342,588.23 1
6.500 3,449.59 62
6.250 3,449.59
XXXX XX XXXXX X XX 00000 2 01/24/01 00
0613024769 03 03/01/01 0
613024769 O 02/01/16
0
4742341 181/181 F 745,500.00 T
180 648,165.18 1
6.500 6,494.11 70
6.250 6,494.11
XXXXXX XX 00000 1 03/05/01 00
0613555808 01 04/01/01 0
613555808 O 03/01/16
0
4783788 025/025 F 483,100.00 ZZ
180 412,934.18 1
6.750 4,275.00 75
6.500 4,275.00
XXXXXX XX 00000 5 02/23/01 00
0138949144 03 04/01/01 0
0138949144 O 03/01/16
0
4784693 025/025 F 400,000.00 ZZ
180 322,553.95 1
6.500 3,484.43 53
6.250 3,484.43
XXXXXXX XX 00000 1 03/22/01 00
0021932850 03 05/01/01 0
0021932850 O 04/01/16
0
1
4785320 025/025 F 637,500.00 ZZ
180 557,114.10 1
6.750 5,641.30 71
6.500 5,641.30
XXXXXXXXXX XX 00000 5 03/05/01 00
0138633946 05 05/01/01 0
0138633946 O 04/01/16
0
4785410 025/025 F 467,450.00 ZZ
180 263,916.07 1
6.750 4,136.51 60
6.500 4,136.51
XXXXXXX XX 00000 2 02/28/01 00
0138512801 03 04/01/01 0
0138512801 O 03/01/16
0
4785815 025/025 F 449,000.00 ZZ
180 391,177.42 1
6.750 3,973.24 79
6.500 3,973.24
XXXXXXXXX XX 00000 2 03/14/01 00
0025705021 05 05/01/01 0
0025705021 O 04/01/16
0
4787274 025/025 F 490,000.00 ZZ
120 378,199.25 1
6.500 5,563.86 32
6.250 5,563.86
XXXXXX XX 00000 5 03/21/01 00
0138645858 05 05/01/01 0
0138645858 O 04/01/11
0
4788309 025/025 F 551,200.00 ZZ
180 27,733.29 1
6.500 4,801.54 80
6.250 4,801.54
XXXXXXXX XXXX XX 00000 1 03/05/01 00
0138620141 03 05/01/01 0
0138620141 O 04/01/16
0
4802305 405/943 F 340,000.00 ZZ
180 296,773.51 1
1
6.750 3,008.70 31
6.500 3,008.70
XXXXXX XXXXXX XX 00000 2 03/15/01 00
1715411 05 05/01/01 0
0017154113 O 04/01/16
0
4802306 405/943 F 139,000.00 ZZ
180 108,757.88 1
7.000 1,249.38 44
6.500 1,249.38
XXX XXXXXXX XX 00000 2 03/12/01 00
1718833 01 05/01/01 0
0017188335 O 04/01/16
0
4802307 405/943 F 394,000.00 ZZ
180 346,977.97 1
6.875 3,513.91 75
6.500 3,513.91
XXXXXXXX XX 00000 2 04/06/01 00
1719303 03 06/01/01 0
0017193038 O 05/01/16
0
4802310 405/943 F 408,000.00 ZZ
180 356,814.40 1
6.625 3,582.22 47
6.375 3,582.22
XXXXXXX XX 00000 2 03/20/01 00
1724113 05 05/01/01 0
0017241134 O 04/01/16
0
4802314 405/943 F 347,000.00 ZZ
180 231,464.91 1
6.625 3,046.64 41
6.375 3,046.64
XXXXXXX XX 00000 2 04/18/01 00
1727292 05 06/01/01 0
0017272923 O 05/01/16
0
4802315 405/943 F 365,000.00 ZZ
180 320,025.38 1
6.875 3,255.27 35
6.500 3,255.27
XXXXX XXXXX XX 00000 5 04/02/01 00
1727740 05 05/01/01 0
1
0017277401 O 04/01/16
0
4802319 405/943 F 317,000.00 ZZ
180 275,846.14 1
7.000 2,849.29 80
6.500 2,849.29
XXXXXXXXXX XX 00000 5 04/14/01 00
1730419 05 06/01/01 0
0017304197 O 05/01/16
0
4802327 405/943 F 740,000.00 ZZ
180 564,267.82 1
6.875 6,599.72 57
6.500 6,599.72
XXXXXXX XX 00000 2 04/20/01 00
1981620 05 06/01/01 0
0019816206 O 05/01/16
0
4802328 405/943 F 347,750.00 ZZ
180 305,869.79 1
6.750 3,077.28 65
6.500 3,077.28
XXXXXXXX XXXX XX 00000 5 04/25/01 00
1982790 05 06/01/01 0
0019827906 O 05/01/16
0
4841483 E22/G01 F 950,000.00 ZZ
180 836,223.57 1
6.375 8,210.38 68
6.125 8,210.38
XXXXXXX XX 00000 1 05/10/01 00
0412614356 05 07/01/01 0
0412614356 O 06/01/16
0
4861797 225/G01 F 513,750.00 T
180 449,258.12 1
6.750 4,546.23 75
6.500 4,546.23
LONGBOAT XXX XX 00000 1 04/06/01 00
0432837151 08 05/01/01 0
7255845 O 04/01/16
0
1
TOTAL NUMBER OF LOANS : 117
TOTAL ORIGINAL BALANCE : 51,091,183.54
TOTAL PRINCIPAL BALANCE : 35,569,298.31
TOTAL ORIGINAL P+I : 451,155.05
TOTAL CURRENT P+I : 451,155.05
***************************
* END OF REPORT *
***************************
EXHIBIT F-7
GROUP VI LOAN SCHEDULE
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.48.32 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP V CUTOFF : 03/01/04
POOL : 0004823
:
:
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
-------------------------------------------------------------------------
1254473 .2500
178,410.73 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1257526 .5500
85,900.41 .0500
9.2500 .0000
8.7000 .0000
8.6500 .0000
8.5000 .1500
1258219 .6250
238,748.54 .0500
9.5000 .0000
8.8750 .0000
8.8250 .0000
8.5000 .3250
1258531 .6250
192,512.84 .0500
9.6250 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1262685 .6250
55,958.39 .0500
9.2500 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1264662 .6250
214,680.95 .0500
9.8750 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1
1267474 .1250
41,429.43 .0500
8.8750 .0000
8.7500 .0000
8.7000 .0000
8.5000 .2000
1267738 .6250
88,152.46 .0500
9.2500 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1268469 .2500
295,051.44 .0500
9.5000 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1276194 .1250
234,560.87 .0500
9.1250 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1276704 .2500
203,541.48 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1276757 .2500
185,162.68 .0500
9.0000 .0000
8.7500 .0000
8.7000 .0000
8.5000 .2000
1276877 .2500
315,574.56 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1277209 .2500
144,164.99 .0500
9.5000 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1
1279164 .2500
301,287.20 .0500
9.0000 .0000
8.7500 .0000
8.7000 .0000
8.5000 .2000
1279638 .1250
95,466.10 .0500
9.7500 .0000
9.6250 .0000
9.5750 .0000
8.5000 1.0750
1281706 .2500
285,989.04 .0500
9.3750 .0000
9.1250 .0000
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8.5000 .5750
1281729 .2500
377,902.58 .0500
9.0000 .0000
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8.7000 .0000
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1283521 .8750
187,259.89 .0500
9.8750 .0000
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204,620.09 .0500
8.8750 .0000
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1286900 .5500
226,603.33 .0500
9.3750 .0000
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8.5000 .2750
1291375 .2500
289,699.50 .0500
9.6250 .0000
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9.3250 .0000
8.5000 .8250
1
1291556 .2500
60,518.50 .0500
9.0000 .0000
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8.7000 .0000
8.5000 .2000
1293021 .3750
50,976.18 .0500
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8.6250 .0000
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8.5000 .0750
1310015 .3750
203,606.80 .0500
9.0000 .0000
8.6250 .0000
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8.5000 .0750
1311730 .5500
296,376.55 .0500
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257,535.96 .0500
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1382712 .1700
245,826.81 .0500
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1385405 .2500
760,311.64 .0500
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1
1386289 .1700
349,339.62 .0500
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187,507.57 .0500
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190,425.13 .0500
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9.4550 .0000
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1391996 .1700
124,526.79 .0500
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8.5300 .0000
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8.5000 1.2800
1404643 .2500
43,887.21 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1404941 .2500
752,284.63 .0500
9.4150 .0000
9.1650 .0000
9.1150 .0000
8.5000 .6150
1404964 .2500
288,931.96 .0500
9.6250 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1
1405346 .2500
92,264.69 .0500
10.1250 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1405729 .2500
354,525.09 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1406740 .2500
37,760.37 .0500
10.1250 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1406756 .2500
26,656.01 .0500
9.8750 .0000
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8.5000 1.0750
1406794 .2500
49,608.76 .0500
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1416976 .2500
316,776.04 .0500
9.0000 .0000
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1
1420573 .2500
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1436429 .2500
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9.7500 .0000
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1458992 .5000
65,289.02 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1461235 .5000
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9.5000 .0000
9.0000 .0000
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8.5000 .4500
1462796 .5000
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8.5000 1.3250
1464430 .5000
54,640.67 .0500
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8.8250 .0000
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1
1464474 .5000
60,028.61 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
8.5000 1.0750
1466534 .5000
37,190.63 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
8.5000 1.0750
1474479 .5000
94,902.16 .0500
9.6500 .0000
9.1500 .0000
9.1000 .0000
8.5000 .6000
1480651 .5000
50,909.15 .0500
11.7500 .0000
11.2500 .0000
11.2000 .0000
8.5000 2.7000
1493697 .5000
45,801.83 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1508615 .5000
42,677.12 .0500
10.9500 .0000
10.4500 .0000
10.4000 .0000
8.5000 1.9000
1529704 .5000
56,048.83 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
8.5000 1.7000
1529951 .5000
158,050.35 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1
1530577 .5000
68,583.49 .0500
11.3750 .0000
10.8750 .0000
10.8250 .0000
8.5000 2.3250
1532626 .5000
102,496.89 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1533218 .5000
65,419.99 .0500
12.3500 .0000
11.8500 .0000
11.8000 .0000
8.5000 3.3000
1537059 .5000
35,348.00 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1539483 .5000
88,418.28 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1542036 .5000
68,085.22 .0500
13.8500 .0000
13.3500 .0000
13.3000 .0000
8.5000 4.8000
1543570 .5000
49,252.79 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
8.5000 1.8250
1546612 .5000
42,605.17 .0500
11.1250 .0000
10.6250 .0000
10.5750 .0000
8.5000 2.0750
1
1547013 .5000
63,056.14 .0500
12.5000 .0000
12.0000 .0000
11.9500 .0000
8.5000 3.4500
1549697 .5000
44,783.41 .0500
11.8750 .0000
11.3750 .0000
11.3250 .0000
8.5000 2.8250
1557415 .5000
348,532.63 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1559672 .5000
45,492.04 .0500
10.2500 .0000
9.7500 .0000
9.7000 .0000
8.5000 1.2000
1560322 .5000
20,236.08 .0500
10.0000 .0000
9.5000 .0000
9.4500 .0000
8.5000 .9500
1560799 .5000
131,554.03 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
8.5000 1.7000
1560941 .5000
90,516.30 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1562747 .5000
72,973.46 .0500
9.6500 .0000
9.1500 .0000
9.1000 .0000
8.5000 .6000
1
1562769 .5000
89,235.57 .0500
9.1250 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1563988 .5000
104,025.32 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1565062 .5000
30,232.24 .0500
11.5000 .0000
11.0000 .0000
10.9500 .0000
8.5000 2.4500
1565806 .5000
157,339.24 .0500
12.5500 .0000
12.0500 .0000
12.0000 .0000
8.5000 3.5000
1565821 .5000
35,118.65 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1565825 .5000
24,324.92 .0500
13.7500 .0000
13.2500 .0000
13.2000 .0000
8.5000 4.7000
1566182 .5000
201,379.63 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1566681 .5000
71,992.44 .0500
9.9900 .0000
9.4900 .0000
9.4400 .0000
8.5000 .9400
1
1569918 .5000
46,219.28 .0500
10.6250 .0000
10.1250 .0000
10.0750 .0000
8.5000 1.5750
1570186 .5000
31,496.85 .0500
11.6250 .0000
11.1250 .0000
11.0750 .0000
8.5000 2.5750
1570388 .5000
169,990.00 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1570658 .5000
32,476.21 .0500
16.5000 .0000
16.0000 .0000
15.9500 .0000
8.5000 7.4500
1572126 .5000
88,209.51 .0500
10.4000 .0000
9.9000 .0000
9.8500 .0000
8.5000 1.3500
1573005 .5000
41,686.10 .0500
9.8500 .0000
9.3500 .0000
9.3000 .0000
8.5000 .8000
1573624 .5000
46,503.69 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1573772 .5000
162,075.13 .0500
9.3750 .0000
8.8750 .0000
8.8250 .0000
8.5000 .3250
1
1575059 .5000
89,311.05 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
8.5000 1.7000
1575061 .5000
52,583.64 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1575070 .5000
25,663.97 .0500
11.5000 .0000
11.0000 .0000
10.9500 .0000
8.5000 2.4500
1575122 .5000
106,349.67 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1575140 .5000
32,458.75 .0500
10.9900 .0000
10.4900 .0000
10.4400 .0000
8.5000 1.9400
1575150 .5000
63,099.58 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1575152 .5000
66,329.67 .0500
11.2500 .0000
10.7500 .0000
10.7000 .0000
8.5000 2.2000
1575193 .5000
40,398.33 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
8.5000 1.7000
1
1575211 .5000
202,129.64 .0500
10.9900 .0000
10.4900 .0000
10.4400 .0000
8.5000 1.9400
1575589 .5000
51,083.74 .0500
10.9900 .0000
10.4900 .0000
10.4400 .0000
8.5000 1.9400
1577992 .5000
47,088.22 .0500
10.1250 .0000
9.6250 .0000
9.5750 .0000
8.5000 1.0750
1578241 .5000
33,872.96 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1579256 .5000
78,224.67 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1580565 .5000
48,876.03 .0500
9.1250 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1582596 .5000
83,001.26 .0500
9.3750 .0000
8.8750 .0000
8.8250 .0000
8.5000 .3250
1583020 .5000
58,582.02 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
8.5000 1.8250
1
1583455 .5000
41,015.79 .0500
10.4250 .0000
9.9250 .0000
9.8750 .0000
8.5000 1.3750
1584343 .5000
51,495.99 .0500
10.5000 .0000
10.0000 .0000
9.9500 .0000
8.5000 1.4500
1585218 .5000
63,426.74 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1586677 .5000
69,528.48 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1587039 .5000
36,138.74 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1587637 .5000
45,259.98 .0500
12.5000 .0000
12.0000 .0000
11.9500 .0000
8.5000 3.4500
1587948 .5000
205,669.98 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1590330 .5000
32,008.13 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
8.5000 1.7000
1
1590402 .5000
86,082.17 .0500
11.1750 .0000
10.6750 .0000
10.6250 .0000
8.5000 2.1250
1590536 .5000
30,924.56 .0500
11.7500 .0000
11.2500 .0000
11.2000 .0000
8.5000 2.7000
1594717 .5000
53,330.06 .0500
10.9900 .0000
10.4900 .0000
10.4400 .0000
8.5000 1.9400
1594959 .5000
42,640.80 .0500
9.9900 .0000
9.4900 .0000
9.4400 .0000
8.5000 .9400
1595492 .5000
31,756.74 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1595872 .5000
48,220.94 .0500
11.5500 .0000
11.0500 .0000
11.0000 .0000
8.5000 2.5000
1596190 .5000
53,987.21 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1596395 .5000
34,623.18 .0500
12.1250 .0000
11.6250 .0000
11.5750 .0000
8.5000 3.0750
1
1597170 .5000
52,416.25 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1597569 .5000
18,941.66 .0500
9.3750 .0000
8.8750 .0000
8.8250 .0000
8.5000 .3250
1601329 .5000
38,645.93 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1603014 .5000
108,045.29 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1603665 .5000
38,236.15 .0500
11.8500 .0000
11.3500 .0000
11.3000 .0000
8.5000 2.8000
1604654 .5000
121,452.00 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1604667 .5000
228,799.80 .0500
10.2500 .0000
9.7500 .0000
9.7000 .0000
8.5000 1.2000
1604846 .5000
28,463.63 .0500
12.7000 .0000
12.2000 .0000
12.1500 .0000
8.5000 3.6500
1
1605086 .5000
38,013.98 .0500
13.1000 .0000
12.6000 .0000
12.5500 .0000
8.5000 4.0500
1606123 .5000
63,125.77 .0500
10.2500 .0000
9.7500 .0000
9.7000 .0000
8.5000 1.2000
1606300 .5000
31,113.28 .0500
9.7500 .0000
9.2500 .0000
9.2000 .0000
8.5000 .7000
1606651 .5000
61,798.15 .0500
9.9900 .0000
9.4900 .0000
9.4400 .0000
8.5000 .9400
1606881 .5000
37,527.28 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1606917 .5000
127,514.98 .0500
10.9900 .0000
10.4900 .0000
10.4400 .0000
8.5000 1.9400
1607167 .5000
44,807.70 .0500
10.9000 .0000
10.4000 .0000
10.3500 .0000
8.5000 1.8500
1607172 .5000
81,887.35 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1
1609576 .5000
70,805.81 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1610982 .5000
224,102.76 .0500
9.1250 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
1611146 .5000
74,920.91 .0500
9.6500 .0000
9.1500 .0000
9.1000 .0000
8.5000 .6000
1611288 .5000
44,321.99 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1612133 .5000
55,075.65 .0500
10.0000 .0000
9.5000 .0000
9.4500 .0000
8.5000 .9500
1612889 .5000
58,673.33 .0500
10.8750 .0000
10.3750 .0000
10.3250 .0000
8.5000 1.8250
1613000 .5000
82,287.98 .0500
11.2500 .0000
10.7500 .0000
10.7000 .0000
8.5000 2.2000
1616122 .5000
155,800.25 .0500
10.2500 .0000
9.7500 .0000
9.7000 .0000
8.5000 1.2000
1
1617107 .5000
61,896.72 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1617108 .5000
70,149.61 .0500
11.0000 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1620119 .5000
134,631.16 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1621011 .5000
53,988.50 .0500
10.3750 .0000
9.8750 .0000
9.8250 .0000
8.5000 1.3250
1621248 .5000
63,572.62 .0500
13.6500 .0000
13.1500 .0000
13.1000 .0000
8.5000 4.6000
1621534 .5000
43,027.56 .0500
11.2000 .0000
10.7000 .0000
10.6500 .0000
8.5000 2.1500
1622546 .5000
23,976.69 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
8.5000 .8250
1622762 .5000
62,668.18 .0500
10.4500 .0000
9.9500 .0000
9.9000 .0000
8.5000 1.4000
1
1626050 .5000
41,684.83 .0500
10.7500 .0000
10.2500 .0000
10.2000 .0000
8.5000 1.7000
1628295 .5000
63,158.43 .0500
11.8000 .0000
11.3000 .0000
11.2500 .0000
8.5000 2.7500
1628348 .5000
74,665.48 .0500
9.5500 .0000
9.0500 .0000
9.0000 .0000
8.5000 .5000
1628734 .5000
56,899.44 .0500
10.1500 .0000
9.6500 .0000
9.6000 .0000
8.5000 1.1000
1628917 .5000
65,327.06 .0500
12.4500 .0000
11.9500 .0000
11.9000 .0000
8.5000 3.4000
1629165 .5000
89,716.93 .0500
9.7400 .0000
9.2400 .0000
9.1900 .0000
8.5000 .6900
1629208 .5000
50,082.25 .0500
10.6250 .0000
10.1250 .0000
10.0750 .0000
8.5000 1.5750
1629629 .5000
26,432.48 .0500
9.5000 .0000
9.0000 .0000
8.9500 .0000
8.5000 .4500
1
1630295 .5000
66,032.80 .0500
9.2400 .0000
8.7400 .0000
8.6900 .0000
8.5000 .1900
1630841 .5000
43,901.78 .0500
13.7500 .0000
13.2500 .0000
13.2000 .0000
8.5000 4.7000
1630911 .5000
60,410.43 .0500
10.9000 .0000
10.4000 .0000
10.3500 .0000
8.5000 1.8500
1631656 .5000
31,318.11 .0500
12.0500 .0000
11.5500 .0000
11.5000 .0000
8.5000 3.0000
1631870 .5000
32,568.85 .0500
10.3500 .0000
9.8500 .0000
9.8000 .0000
8.5000 1.3000
1632175 .5000
52,524.80 .0500
9.6250 .0000
9.1250 .0000
9.0750 .0000
8.5000 .5750
1809014 .2500
3,914.57 .0500
14.8750 .0000
14.6250 .0000
14.5750 .0000
8.5000 6.0750
1809041 .2500
15,594.36 .0500
10.7500 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1
1809074 .2500
10,236.74 .0500
10.7500 .0000
10.5000 .0000
10.4500 .0000
8.5000 1.9500
1822100 .2500
355,096.98 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
4022711 .2500
274,395.99 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5000 .0750
TOTAL NUMBER OF LOANS: 177
TOTAL BALANCE........: 19,619,880.77
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.48.32 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004823
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 9.7567 8.7500 16.5000
RFC NET RATE 9.3730 8.5750 16.0000
NET MTG RATE(INVSTR RATE) 9.3230 8.5250 15.9500
POST STRIP RATE 8.5000 8.5000 8.5000
SUB SERV FEE .3837 .1250 .8750
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .8230 .0250 7.4500
TOTAL NUMBER OF LOANS: 177
TOTAL BALANCE........: 19,619,880.77
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.48.32 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP V CUTOFF : 03/01/04
POOL : 0004823
:
:
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 #
______________________________________________________________________________
1254473 177/388 F 208,800.00 ZZ
360 178,410.73 1
9.250 1,717.75 80
9.000 1,717.75
XXXXXXXXXX XX 00000 2 10/09/91 00
0009745613 09 12/01/91 0
2751755 O 11/01/21
0
1257526 616/M32 F 100,000.00 ZZ
360 85,900.41 1
9.250 822.68 23
8.700 822.68
XXXXXX XXXX XX 00000 2 11/22/91 00
320150352 05 01/01/92 0
824713B O 12/01/21
0
1258219 526/070 F 276,300.00 ZZ
360 238,748.54 1
9.500 2,323.29 90
8.875 2,323.29
XXXXXXX XX 00000 2 11/15/91 14
006419627 05 01/01/92 22
5934658 O 12/01/21
0
1258531 470/M32 F 231,500.00 ZZ
360 192,512.84 1
9.625 1,967.73 62
9.000 1,967.73
XXX XXXXX XX 00000 5 11/07/91 00
320140551 05 01/01/92 0
1
24019468 O 12/01/21
0
1262685 372/G48 F 65,000.00 ZZ
360 55,958.39 1
9.250 534.74 42
8.625 534.74
XXXXXXX XX 00000 5 12/16/91 00
0656955 01 02/01/92 0
2423697 O 01/01/22
0
1264662 575/M32 F 267,394.02 ZZ
315 214,680.95 1
9.875 2,380.53 77
9.250 2,380.53
XXXXXXXXXX XX 00000 1 10/01/91 00
320182504 05 11/01/91 0
3335728319550 O 01/01/18
0
1267474 560/B71 F 50,000.00 ZZ
360 41,429.43 1
8.875 397.82 44
8.750 397.82
XXXX XXXX XXXXX XX 00000 1 12/26/91 00
220068944 05 02/01/92 0
00155713803 O 01/01/22
0
1267738 570/M32 F 114,500.00 ZZ
360 88,152.46 1
9.250 941.97 62
8.625 941.97
XXXXXX XXXXX XX 00000 5 12/26/91 00
320167810 05 02/01/92 0
6235626 O 01/01/22
0
1268469 616/670 F 349,500.00 ZZ
360 295,051.44 1
9.500 2,938.79 75
9.250 2,938.79
XXXXX XX 00000 5 12/16/91 00
0005157677 05 02/01/92 0
2750384 O 01/01/22
0
1
1276194 560/B71 F 273,000.00 ZZ
360 234,560.87 1
9.125 2,221.22 69
9.000 2,221.22
XXXXXXXXX XX 00000 2 02/10/92 00
220133805 05 04/01/92 0
00462639105 O 03/01/22
0
1276704 976/076 F 236,250.00 ZZ
360 203,541.48 1
8.875 1,879.72 75
8.625 1,879.72
XX XXXXX XX 00000 5 05/26/92 00
10678797 05 07/01/92 0
825412 O 06/01/22
0
1276757 385/168 F 247,439.60 ZZ
318 185,162.68 1
9.000 2,045.88 73
8.750 2,045.88
XXXXXXXX XX 00000 1 01/14/92 00
1358223 01 04/01/92 0
8106692 O 09/01/18
0
1276877 420/M32 F 368,000.00 ZZ
360 315,574.56 1
8.875 2,927.98 80
8.625 2,927.98
XXXXXX XX 00000 1 03/05/92 00
009717984 05 05/01/92 0
81752 O 04/01/22
0
1277209 070/070 F 165,750.00 ZZ
360 144,164.99 1
9.500 1,393.72 65
9.250 1,393.72
XXXXXXXXX XX 00000 2 03/03/92 00
006510755 05 05/01/92 0
6510755 O 04/01/22
0
1279164 405/943 F 350,000.00 ZZ
360 301,287.20 1
9.000 2,816.18 59
8.750 2,816.18
1
XXXXXXXX XX 00000 5 03/11/92 00
577267190 05 05/01/92 0
2671907 O 04/01/22
0
1279638 560/B71 F 109,200.00 ZZ
360 95,466.10 1
9.750 938.20 65
9.625 938.20
XXXXX XX 00000 5 03/26/92 00
220193213 05 05/01/92 0
194730008 O 04/01/22
0
1281706 372/G48 F 350,000.00 ZZ
360 285,989.04 1
9.375 2,911.12 74
9.125 2,911.12
XXX XXXXXXX XX 00000 5 05/12/92 00
0657012 05 07/01/92 0
2887099 O 06/01/22
0
1281729 976/076 F 437,600.00 ZZ
360 377,902.58 1
9.000 3,521.03 80
8.750 3,521.03
XXX XXXXX XX 00000 2 05/11/92 00
16865764 05 07/01/92 0
816041 O 06/01/22
0
1283521 634/G48 F 225,000.00 ZZ
360 187,259.89 1
9.875 1,953.78 75
9.000 1,953.78
XXXXXXXX XXXXXX XX 00000 2 05/07/92 00
0656916 05 07/01/92 0
114654 O 06/01/22
0
1284228 028/070 F 237,500.00 ZZ
360 204,620.09 1
8.875 1,889.66 90
8.625 1,889.66
XXXXXX XX 00000 1 05/19/92 14
006411854 05 07/01/92 20
098980056 O 06/01/22
0
1
1286900 633/070 F 288,000.00 ZZ
360 226,603.33 1
9.375 2,395.44 80
8.825 2,395.44
XXXXXX XX 00000 2 06/08/92 00
006412421 05 08/01/92 0
610043 O 07/01/22
0
1291375 447/447 F 333,900.00 ZZ
360 289,699.50 1
9.625 2,838.12 90
9.375 2,838.12
XXXXXXXXXX XX 00000 1 05/27/92 12
314009 05 07/01/92 17
314009 O 06/01/22
0
1291556 429/S48 F 70,000.00 ZZ
360 60,518.50 2
9.000 563.24 64
8.750 563.24
XXXXXXXXXXXX XX 00000 1 07/24/92 00
0020073748 05 09/01/92 0
92035369 O 08/01/22
0
1293021 052/670 F 430,000.00 ZZ
360 50,976.18 1
9.000 3,459.88 52
8.625 3,459.88
XXXXXX XXXXXX XX 00000 4 06/19/92 00
3118389653 03 08/01/92 0
211003 O 07/01/22
0
1310015 633/070 F 233,250.00 ZZ
360 203,606.80 1
9.000 1,876.78 75
8.625 1,876.78
XXXXXXXX XX 00000 1 11/16/92 00
006428744 05 01/01/93 0
644519 O 12/01/22
0
1311730 470/070 F 338,000.00 ZZ
360 296,376.55 1
1
9.125 2,750.08 70
8.575 2,750.08
XX XXXXXXX XX 00000 5 12/04/92 00
006430673 05 02/01/93 0
94001072 O 01/01/23
0
1316453 560/560 F 76,000.00 ZZ
240 49,767.57 1
8.750 671.62 61
8.625 671.62
XXXXXXXXX XX 00000 1 01/26/93 00
220629851 05 03/01/93 0
194788501 O 02/01/13
0
1316598 560/560 F 304,643.49 ZZ
336 257,535.96 1
8.875 2,459.95 89
8.750 2,459.95
XXXXXXXXXX XX 00000 1 11/11/92 04
220620025 05 02/01/93 20
169987500 O 01/01/21
0
1382712 056/G48 F 272,250.00 T
360 245,826.81 1
9.375 2,264.44 75
9.205 2,264.44
XXXXX XX XX 00000 1 05/25/94 00
0657056 09 07/01/94 0
9400083 O 06/01/24
0
1385405 976/076 F 844,000.00 ZZ
360 760,311.64 1
9.000 6,791.02 68
8.750 6,791.02
XXXXX XXXXXX XX XX 00000 2 07/20/94 00
10591818 05 09/01/94 0
261481 O 08/01/24
0
1386289 377/M32 F 395,900.00 ZZ
360 349,339.62 1
8.875 3,149.96 90
8.705 3,149.96
XXXXXXXX XX 00000 1 05/25/94 14
009716093 05 07/01/94 20
1
4372058 O 06/01/24
0
1387251 748/M32 F 210,000.00 ZZ
360 187,507.57 1
8.875 1,670.86 83
8.705 1,670.86
XXXXXXXXXX XX 00000 1 06/10/94 04
009716838 05 08/01/94 22
1800366 O 07/01/24
0
1390339 560/560 F 209,400.00 ZZ
360 190,425.13 1
9.625 1,779.88 90
9.455 1,779.88
XXXXXXXXXXXXX XX 00000 1 07/29/94 04
221522881 05 09/01/94 17
221522881 O 08/01/24
0
1391996 560/560 F 140,000.00 ZZ
360 124,526.79 1
8.750 1,101.38 75
8.580 1,101.38
XXXXXXX XX 00000 1 08/17/94 00
221533821 05 10/01/94 0
411535081 O 09/01/24
0
1397754 180/G02 F 72,000.00 ZZ
360 65,825.48 1
10.000 631.86 80
9.830 631.86
XXXXXXXXXX XX 00000 1 10/12/94 00
0459902938 05 12/01/94 0
3172400 N 11/01/24
0
1404643 766/G48 F 48,000.00 T
360 43,887.21 1
9.250 394.88 80
9.000 394.88
XXXXX XX 00000 1 03/06/95 00
0657323 06 05/01/95 0
95HA013 O 04/01/25
0
1
1404941 670/G48 F 825,000.00 ZZ
360 752,284.63 1
9.415 6,885.95 75
9.165 6,885.95
XXXXX XXXXXXXXX XX 00000 1 11/15/94 00
0657414 05 01/01/95 0
2957043 O 12/01/24
0
1404964 670/670 F 319,500.00 ZZ
360 288,931.96 1
9.625 2,715.72 90
9.375 2,715.72
XXXXX XX 00000 1 10/31/94 14
3050908149 03 12/01/94 20
5090814 O 11/01/24
0
1405346 052/670 F 100,001.00 ZZ
360 92,264.69 1
10.125 886.84 43
9.875 886.84
XXXXXXXXX XX 00000 2 02/07/95 00
3122541423 05 04/01/95 0
311960 O 03/01/25
0
1405729 497/497 F 390,000.00 T
360 354,525.09 1
8.875 3,103.02 71
8.625 3,103.02
THE XXX XXXXX XX 00000 4 03/24/95 00
9900216103 03 05/01/95 0
9900216103 O 04/01/25
0
1406740 943/G48 F 45,350.00 ZZ
360 37,760.37 1
10.125 402.18 90
9.875 402.18
XXXXXXXX XX 00000 1 12/16/94 10
0657376 11 02/01/95 17
0000000000 O 01/01/25
0
1406756 943/G48 F 30,750.00 ZZ
360 26,656.01 1
9.875 267.02 84
9.625 267.02
1
XXXXXXXXXX XX 00000 1 12/22/94 10
0657374 11 02/01/95 12
4090005290 O 01/01/25
0
1406794 943/G48 F 54,000.00 ZZ
360 49,608.76 1
9.750 463.95 90
9.500 463.95
XXX XXXX XX 00000 1 01/30/95 10
0657377 11 03/01/95 25
5090005885 O 02/01/25
0
1416976 074/M32 F 348,750.00 ZZ
360 316,776.04 1
9.000 2,806.12 75
8.750 2,806.12
XXXXXXXX XX 00000 1 04/12/95 00
009723750 05 06/01/95 0
1563102980 O 05/01/25
0
1420515 670/M32 F 539,000.00 ZZ
360 490,632.14 1
8.875 4,288.53 76
8.625 4,288.53
XXXXXXXX XX 00000 1 04/27/95 00
009733320 03 06/01/95 0
30045576 O 05/01/25
0
1420517 670/M32 F 125,600.00 ZZ
360 110,641.55 1
8.875 999.33 80
8.625 999.33
XXXXXXXXXX XX 00000 2 05/12/95 00
009732389 05 07/01/95 0
30070457 O 06/01/25
0
1420573 232/076 F 134,000.00 ZZ
360 119,305.06 1
8.875 1,066.16 73
8.625 1,066.16
XXXXXXXX XXXXXX XX 00000 1 05/22/95 00
13950335 05 07/01/95 0
609503350 O 06/01/25
0
1
1420824 025/025 F 350,000.00 ZZ
360 77,838.63 1
8.875 2,784.76 80
8.625 2,784.76
XXXXXX XX 00000 1 05/10/95 00
0005433495 05 07/01/95 0
543349 O 06/01/25
0
1423995 943/943 F 380,000.00 ZZ
360 193,567.86 1
8.875 3,023.46 83
8.625 3,023.46
XXXXXXXX XX 00000 2 05/17/95 10
5090007812 03 07/01/95 25
5090007812 O 06/01/25
0
1436429 028/721 F 33,300.00 ZZ
360 30,339.10 1
10.000 292.23 90
9.750 292.23
XXXXXXXXX XX 00000 1 08/18/95 01
5003635745 05 10/01/95 25
357963 N 09/01/25
0
1458992 862/K61 F 70,000.00 ZZ
360 65,289.02 1
11.000 666.63 48
10.500 666.63
XXXXX XX 00000 5 09/11/95 00
0800022113 05 11/01/95 0
445193 O 10/01/25
0
1461235 766/K61 F 89,900.00 ZZ
360 83,499.64 1
9.500 755.93 75
9.000 755.93
XXXXX XXXXXXX XX 00000 1 02/29/96 00
0800022170 09 04/01/96 0
95DA216 O 03/01/26
0
1462796 687/K61 F 130,250.00 ZZ
360 111,128.94 1
1
10.375 1,179.29 82
9.875 1,179.29
XXXXXXXXXXXX XX 00000 1 08/28/90 04
0800022394 05 10/01/90 22
0725196 O 09/01/20
0
1464430 A91/K61 F 60,000.00 ZZ
360 54,640.67 1
9.375 499.04 55
8.875 499.04
XXXXXXX XX 00000 2 02/02/96 00
0800022519 05 03/01/96 0
0107009 O 02/01/26
0
1464474 664/K61 F 64,500.00 ZZ
360 60,028.61 1
10.125 572.00 68
9.625 572.00
XXXXXXX XX 00000 5 02/29/96 00
0800022527 05 04/01/96 0
2134971 O 03/01/26
0
1466534 560/K61 F 40,000.00 ZZ
360 37,190.63 1
10.125 354.73 62
9.625 354.73
XXXXXX XXXXXXX XX 00000 1 10/27/95 00
0800023509 05 12/01/95 0
417420251 O 11/01/25
0
1474479 A01/K61 F 105,000.00 ZZ
360 94,902.16 1
9.650 894.41 75
9.150 894.41
XXXXXX XX 00000 5 12/18/95 00
0800024705 05 02/01/96 0
MAY O 01/01/26
0
1480651 E22/K61 F 53,500.00 ZZ
360 50,909.15 1
11.750 540.03 82
11.250 540.03
XXXXXXXXX XX 00000 2 03/08/96 23
0800025710 05 05/01/96 0
1
0410072623 O 04/01/26
0
1493697 757/K61 F 49,280.00 ZZ
360 45,801.83 1
9.875 427.93 80
9.375 427.93
XXXXXXXXXX XX 00000 1 04/04/96 00
0800030470 05 06/01/96 0
2775724 O 05/01/26
0
1508615 921/G06 F 45,000.00 ZZ
360 42,677.12 1
10.950 426.85 30
10.450 426.85
XXXXXX XX 00000 5 06/10/96 00
0655438943 05 08/01/96 0
296897 O 07/01/26
0
1529704 637/K61 F 65,000.00 ZZ
360 56,048.83 1
10.750 606.77 45
10.250 606.77
XXXX XXXXXXXXXX XX 00000 5 11/13/96 00
0800042624 05 01/01/97 0
9381096 O 12/01/26
0
1529951 G26/K61 F 168,000.00 ZZ
360 158,050.35 1
9.750 1,443.38 80
9.250 1,443.38
XXXXXX XX 00000 1 11/22/96 00
0800042814 05 01/01/97 0
21345 O 12/01/26
0
1530577 664/K61 F 72,500.00 ZZ
360 68,583.49 1
11.375 711.06 74
10.875 711.06
XXXXXXXXX XX 00000 2 10/25/96 00
0800043382 05 12/01/96 0
2204840 O 11/01/26
0
1
1532626 140/K61 F 108,750.00 ZZ
360 102,496.89 1
9.875 944.33 75
9.375 944.33
XXXXXXXXXX XX 00000 2 11/15/96 00
0800044372 05 01/01/97 0
428203 O 12/01/26
0
1533218 820/162 F 68,000.00 ZZ
360 65,419.99 1
12.350 717.83 80
11.850 717.83
XXXXXXX XXXX XX 00000 1 10/04/96 00
301613 05 12/01/96 0
1610014 O 11/01/26
0
1537059 971/K61 F 37,800.00 ZZ
360 35,348.00 1
9.875 328.24 59
9.375 328.24
XXXXX XX 00000 2 11/20/96 00
0800047029 05 12/19/96 0
9660669 O 11/19/26
0
1539483 F74/K61 F 93,500.00 ZZ
360 88,418.28 1
10.375 846.56 85
9.875 846.56
XXX XXXXXXX XX 00000 5 10/17/96 23
0800048175 05 12/01/96 0
12982 O 11/01/26
0
1542036 604/K61 F 77,500.00 ZZ
240 68,085.22 1
13.850 955.30 50
13.350 955.30
XXXXXXXXXXX XX 00000 5 10/11/96 00
0800049728 05 11/17/96 0
800489224 O 10/17/16
0
1543570 450/K61 F 51,700.00 ZZ
360 49,252.79 1
10.875 487.47 71
10.375 487.47
1
XXXXXXXX XXXXXX XX 00000 5 12/23/96 00
0800051088 05 03/01/97 0
4279006 O 02/01/27
0
1546612 562/562 F 44,800.00 ZZ
360 42,605.17 1
11.125 430.88 80
10.625 430.88
XXXXXXX XX 00000 1 10/30/96 00
295248687000000 05 12/01/96 0
524868 O 11/01/26
0
1547013 E47/K61 F 65,600.00 ZZ
360 63,056.14 1
12.500 700.13 73
12.000 700.13
XXXXXXX XX 00000 5 12/09/96 00
0800052904 01 02/01/97 0
2101657112 N 01/01/27
0
1549697 A38/K61 F 47,150.00 ZZ
360 44,783.41 1
11.875 480.46 80
11.375 480.46
XX XXXXXX XX 00000 1 10/30/96 00
0800054553 05 12/01/96 0
960382 O 11/01/26
0
1557415 B26/K61 F 368,000.00 ZZ
360 348,532.63 1
9.875 3,195.52 78
9.375 3,195.52
XXXXXXXXX XX 00000 1 04/09/97 00
0800059479 09 06/01/97 0
121441080 O 05/01/27
0
1559672 757/K61 F 48,000.00 ZZ
360 45,492.04 1
10.250 430.13 69
9.750 430.13
XXXXXXXX XX 00000 5 02/19/97 00
0800060188 05 04/01/97 0
2879955 O 03/01/27
0
1
1560322 E53/K61 F 22,400.00 ZZ
360 20,236.08 1
10.000 196.58 80
9.500 196.58
XXXXX XX 00000 1 03/20/97 00
0800060659 01 05/01/97 0
0000000000 O 04/01/27
0
1560799 562/562 F 144,500.00 ZZ
360 131,554.03 1
10.750 1,348.89 85
10.250 1,348.89
XXXXX XX 00000 5 01/30/97 23
295302955000000 05 03/01/97 0
530295 O 02/01/27
0
1560941 B68/K61 F 96,000.00 ZZ
360 90,516.30 1
9.625 815.99 80
9.125 815.99
XXX XXXXXXX XX 00000 5 02/25/97 00
0800060923 05 04/01/97 0
27007018 O 03/01/27
0
1562747 921/K61 F 77,500.00 ZZ
360 72,973.46 1
9.650 660.17 75
9.150 660.17
XXXXXX XX 00000 5 02/24/97 00
0800062036 05 04/01/97 0
278614 O 03/01/27
0
1562769 G72/K61 F 95,150.00 ZZ
360 89,235.57 1
9.125 774.17 90
8.625 774.17
XXX XXXXXXXXXX XX 00000 5 03/21/97 23
0800062093 05 05/01/97 0
1562769 O 04/01/27
0
1563988 637/K61 F 110,000.00 ZZ
360 104,025.32 1
1
10.375 995.95 70
9.875 995.95
XXXXXX XX 00000 5 03/21/97 00
0800063273 05 05/01/97 0
3441425 O 04/01/27
0
1565062 E22/K61 F 31,500.00 ZZ
360 30,232.24 1
11.500 311.94 68
11.000 311.94
XXXXXXXX XX 00000 5 03/13/97 00
0800064339 05 05/01/97 0
410324131 N 04/01/27
0
1565806 G13/K61 F 164,900.00 ZZ
360 157,339.24 1
12.550 1,766.31 85
12.050 1,766.31
XXXXXXXXX XX 00000 2 02/24/97 23
0800066052 05 04/01/97 0
738 O 03/01/27
0
1565821 G13/K61 F 36,800.00 ZZ
360 35,118.65 1
11.000 350.46 80
10.500 350.46
XXXXXXXX XX 00000 1 02/28/97 00
0800066136 05 04/01/97 0
775 O 03/01/27
0
1565825 G13/K61 F 25,000.00 ZZ
360 24,324.92 1
13.750 291.28 40
13.250 291.28
XXXXX XXX XX 00000 5 02/24/97 00
0800066169 05 04/03/97 0
781 O 03/03/27
0
1566182 562/562 F 212,000.00 ZZ
360 201,379.63 1
10.375 1,919.47 80
9.875 1,919.47
XXXXX XX 00000 1 02/27/97 00
295337035000000 05 04/01/97 0
1
533703 O 03/01/27
0
1566681 G10/K61 F 76,000.00 ZZ
360 71,992.44 1
9.990 666.40 80
9.490 666.40
XXXXXXXX XX 00000 5 03/18/97 00
0800066896 05 05/01/97 0
970145 O 04/01/27
0
1569918 E44/K61 F 48,800.00 ZZ
360 46,219.28 1
10.625 450.96 80
10.125 450.96
XXXXX XX 00000 5 04/15/97 00
0800069486 05 06/01/97 0
01117531 O 05/01/27
0
1570186 A52/K61 F 33,200.00 ZZ
360 31,496.85 1
11.625 331.95 80
11.125 331.95
XXXXX XXXX XX 00000 1 04/18/97 00
0800069684 05 06/01/97 0
197668 O 05/01/27
0
1570388 664/K61 F 180,000.00 ZZ
360 169,990.00 2
9.625 1,529.99 80
9.125 1,529.99
XXXXXXX XX 00000 5 04/18/97 00
0800069874 05 06/01/97 0
2283505 O 05/01/27
0
1570658 H15/K61 F 33,000.00 ZZ
360 32,476.21 1
16.500 457.10 50
16.000 457.10
XXXXXXX XX 00000 2 01/13/97 00
0800069981 05 04/01/97 0
9616071 O 03/01/27
0
1
1572126 G13/K61 F 92,760.00 ZZ
360 88,209.51 1
10.400 841.59 80
9.900 841.59
XXXXXX XX 00000 1 03/25/97 00
0800070609 05 05/01/97 0
874 O 04/01/27
0
1573005 G13/K61 F 44,750.00 ZZ
360 41,686.10 1
9.850 387.77 55
9.350 387.77
XX XXXX XX 00000 2 03/31/97 00
0800071219 05 05/04/97 0
923 O 04/04/27
0
1573624 455/K61 F 48,800.00 ZZ
360 46,503.69 1
11.000 464.70 80
10.500 464.70
XXXXXXX XX 00000 2 04/04/97 00
0800072100 05 06/01/97 0
55179 O 05/01/27
0
1573772 907/H62 F 172,000.00 ZZ
360 162,075.13 1
9.375 1,430.61 80
8.875 1,430.61
XXXXXX XXXXX XX 00000 1 04/30/97 00
0007209240 03 06/01/97 0
238802248 O 05/01/27
0
1575059 147/K61 F 93,750.00 ZZ
360 89,311.05 1
10.750 875.14 75
10.250 875.14
XXXXX XX 00000 1 02/25/97 00
0800075327 05 04/01/97 0
340504 N 03/01/27
0
1575061 147/K61 F 57,000.00 ZZ
360 52,583.64 1
9.750 489.72 75
9.250 489.72
1
XXXXXXXX XX 00000 2 02/26/97 00
0800075343 05 04/01/97 0
340521 O 03/01/27
0
1575070 147/K61 F 27,000.00 ZZ
360 25,663.97 1
11.500 267.38 75
11.000 267.38
NORTH XXXXX XXX XX 00000 1 02/13/97 00
0800075400 05 04/01/97 0
533610 O 03/01/27
0
1575122 147/K61 F 116,800.00 ZZ
360 106,349.67 3
10.500 1,068.42 59
10.000 1,068.42
XXXX XXXX XXXX XX 00000 5 02/26/97 00
0800075673 05 04/01/97 0
548827 N 03/01/27
0
1575140 147/K61 F 34,000.00 ZZ
360 32,458.75 1
10.990 323.54 69
10.490 323.54
XX XXXX XX 00000 1 03/12/97 00
0800075798 05 05/01/97 0
549116 O 04/01/27
0
1575150 147/K61 F 66,400.00 ZZ
360 63,099.58 1
10.500 607.39 80
10.000 607.39
XXXX XXXXXXX XX 00000 1 03/18/97 00
0800075863 05 05/01/97 0
549270 N 04/01/27
0
1575152 147/K61 F 69,300.00 ZZ
360 66,329.67 1
11.250 673.09 70
10.750 673.09
XXXXXXXXX XX 00000 5 03/05/97 00
0800075889 05 05/01/97 0
549300 N 04/01/27
0
1
1575193 147/K61 F 42,350.00 ZZ
360 40,398.33 1
10.750 395.33 70
10.250 395.33
XXXXXXXXXXXX XX 00000 5 03/24/97 00
0800076150 05 05/01/97 0
662046 O 04/01/27
0
1575211 147/K61 F 212,000.00 ZZ
360 202,129.64 1
10.990 2,017.33 80
10.490 2,017.33
XXXXXXX XX 00000 2 02/10/97 00
0800076234 05 04/01/97 0
887869 O 03/01/27
0
1575589 147/K61 F 53,550.00 ZZ
360 51,083.74 1
10.990 509.57 90
10.490 509.57
XXXXXXXXX XX 00000 5 03/05/97 23
0800077125 05 05/01/97 0
548796 O 04/01/27
0
1577992 455/K61 F 49,600.00 ZZ
360 47,088.22 1
10.125 439.87 80
9.625 439.87
XXXXXXXX XX 00000 1 04/29/97 00
0800077653 05 06/01/97 0
55383 O 05/01/27
0
1578241 560/M32 F 38,400.00 ZZ
360 33,872.96 1
9.750 329.92 80
9.250 329.92
XXXXXXX XX 00000 5 04/25/97 00
450866512 05 06/01/97 0
458084209 O 05/01/27
0
1579256 G81/H62 F 83,200.00 ZZ
360 78,224.67 1
1
9.500 699.59 85
9.000 699.59
XXXXX XX 00000 1 05/30/97 23
0007234156 05 07/01/97 0
021705022 O 06/01/27
0
1580565 A52/H62 F 52,000.00 ZZ
360 48,876.03 1
9.125 423.09 80
8.625 423.09
XXXXXXXXXXX XX 00000 5 05/21/97 00
0007204415 05 07/01/97 0
203121 O 06/01/27
0
1582596 907/H62 F 88,000.00 ZZ
360 83,001.26 1
9.375 731.94 79
8.875 731.94
XXXXX XX 00000 1 05/29/97 00
0007211386 05 07/01/97 0
1582596 O 06/01/27
0
1583020 962/H62 F 61,200.00 ZZ
360 58,582.02 1
10.875 577.05 85
10.375 577.05
XXXXXXXX XX 00000 5 06/03/97 23
0007210685 05 08/01/97 0
1583020 O 07/01/27
0
1583455 G33/H62 F 43,100.00 ZZ
360 41,015.79 1
10.425 391.84 69
9.925 391.84
XXXXXXX XX 00000 1 05/02/97 00
0007206246 05 07/01/97 0
9700002875 O 06/01/27
0
1584343 G51/H62 F 56,000.00 ZZ
360 51,495.99 2
10.500 512.26 80
10.000 512.26
XXXXXXX XX 00000 1 06/27/97 00
0007239460 05 08/01/97 0
1
0206162 O 07/01/27
0
1585218 F15/H62 F 75,150.00 ZZ
240 63,426.74 1
9.500 700.50 90
9.000 700.50
XXXXXXXXXX XX 00000 2 06/13/97 23
0007230196 05 08/01/97 0
37451 O 07/01/17
0
1586677 560/H62 F 75,000.00 ZZ
360 69,528.48 1
9.750 644.37 75
9.250 644.37
XXXXXX XX 00000 5 05/23/97 00
0007233232 05 07/01/97 0
459365904 O 06/01/27
0
1587039 H76/H62 F 42,500.00 ZZ
240 36,138.74 1
10.375 420.75 68
9.875 420.75
XX XXXXX XX 00000 5 05/01/97 00
0007212699 05 06/06/97 0
XXXX O 05/06/17
0
1587637 G13/H62 F 46,800.00 ZZ
360 45,259.98 1
12.500 499.48 90
12.000 499.48
XXXXX XXXXXXXXX XX 00000 1 05/14/97 23
0007213986 05 06/14/97 0
1163 O 05/14/27
0
1587948 E86/H62 F 218,000.00 ZZ
360 205,669.98 1
9.750 1,872.96 60
9.250 1,872.96
XXXXXXXX XX 00000 5 04/09/97 00
0007224637 05 06/01/97 0
16992 O 05/01/27
0
1
1590330 737/H62 F 33,500.00 ZZ
360 32,008.13 1
10.750 312.72 84
10.250 312.72
XXXXXXX XX 00000 5 05/23/97 23
0007213507 05 07/01/97 0
512834 O 06/01/27
0
1590402 G33/H62 F 90,000.00 ZZ
360 86,082.17 1
11.175 869.02 80
10.675 869.02
XXXXXXX XX 00000 2 06/04/97 00
0007228075 05 08/01/97 0
9700002975 O 07/01/27
0
1590536 737/H62 F 33,750.00 ZZ
360 30,924.56 1
11.750 340.68 75
11.250 340.68
XXXXXX XX 00000 1 05/30/97 00
0007213994 05 07/01/97 0
950097 O 06/01/27
0
1594717 G10/H62 F 56,000.00 ZZ
360 53,330.06 1
10.990 532.88 80
10.490 532.88
XXXXXXXXX XX 00000 1 05/29/97 00
0007220650 07 07/01/97 0
970338 O 06/01/27
0
1594959 G10/H62 F 45,200.00 ZZ
360 42,640.80 1
9.990 396.33 80
9.490 396.33
XXXXXXX XXXX XX 00000 1 06/17/97 00
0007221054 05 08/01/97 0
970498 O 07/01/27
0
1595492 E45/H62 F 33,500.00 ZZ
360 31,756.74 1
10.375 303.31 70
9.875 303.31
1
XXXXXXX XX 00000 1 06/13/97 00
0007234149 05 08/01/97 0
XXXXXX O 07/01/27
0
1595872 921/H62 F 52,200.00 ZZ
360 48,220.94 1
11.550 518.93 90
11.050 518.93
XX XXXXX XX 00000 1 06/13/97 23
0007228760 05 08/01/97 0
282889 O 07/01/27
0
1596190 E08/H62 F 65,000.00 ZZ
360 53,987.21 1
9.875 564.43 68
9.375 564.43
XXXXX XX 00000 5 07/17/97 00
0007252208 05 09/01/97 0
210686 O 08/01/27
0
1596395 E47/H62 F 36,200.00 ZZ
360 34,623.18 1
12.125 375.85 60
11.625 375.85
XXXXXXXXX XX 00000 5 05/05/97 00
0007229826 07 07/01/97 0
017204705 N 06/01/27
0
1597170 E22/H62 F 54,750.00 ZZ
360 52,416.25 1
11.000 521.40 75
10.500 521.40
XXXXX XX 00000 1 06/24/97 00
0410427199 05 08/01/97 0
410427199 O 07/01/27
0
1597569 F03/H62 F 28,000.00 ZZ
360 18,941.66 1
9.375 232.89 66
8.875 232.89
XXXXXX XX 00000 1 07/10/97 00
0007244213 01 09/01/97 0
DEN11085 O 08/01/27
0
1
1601329 180/H62 F 40,800.00 ZZ
360 38,645.93 1
9.875 354.29 80
9.375 354.29
XXXXXXX XX 00000 1 05/02/97 00
0007234107 05 07/01/97 0
4748471 O 06/01/27
0
1603014 766/H62 F 113,350.00 ZZ
360 108,045.29 1
10.375 1,026.28 60
9.875 1,026.28
XXXXX XX 00000 1 06/30/97 00
0007238959 03 08/01/97 0
97SG0334 N 07/01/27
0
1603665 E47/H62 F 40,000.00 ZZ
360 38,236.15 1
11.850 406.84 80
11.350 406.84
XXXXXX XX 00000 1 06/13/97 00
0007246226 05 08/01/97 0
501474913 N 07/01/27
0
1604654 562/562 F 128,000.00 ZZ
360 121,452.00 1
9.875 1,111.49 80
9.375 1,111.49
XXXXXXXXX XX 00000 5 06/16/97 00
295414172000000 05 08/01/97 0
541417 O 07/01/27
0
1604667 562/562 F 240,300.00 ZZ
360 228,799.80 2
10.250 2,153.34 90
9.750 2,153.34
XXXXX XX 00000 1 06/20/97 23
295386941000000 07 08/01/97 0
538694 O 07/01/27
0
1604846 G13/H62 F 31,100.00 ZZ
360 28,463.63 1
1
12.700 336.75 38
12.200 336.75
XXXXXXXX XX 00000 5 06/19/97 00
0007242126 05 08/01/97 0
01398 O 07/01/27
0
1605086 G13/H62 F 39,200.00 ZZ
360 38,013.98 1
13.100 436.70 80
12.600 436.70
XXXXXXXX XX 00000 5 06/11/97 00
0007238744 05 07/16/97 0
01374 O 06/16/27
0
1606123 638/H62 F 71,900.00 ZZ
360 63,125.77 2
10.250 644.30 80
9.750 644.30
XXXX XXXXX XX 00000 1 06/27/97 00
0007243793 05 08/01/97 0
08648319 O 07/01/27
0
1606300 A80/H62 F 32,800.00 ZZ
360 31,113.28 1
9.750 281.81 80
9.250 281.81
XXXXX XX 00000 1 07/30/97 00
0007273626 01 09/01/97 0
9715599 O 08/01/27
0
1606651 J90/H62 F 65,000.00 ZZ
360 61,798.15 1
9.990 569.94 76
9.490 569.94
XXXXXXXXXXXX XX 00000 5 07/14/97 00
0007246051 05 09/01/97 0
MC2350 O 08/01/27
0
1606881 664/H62 F 39,500.00 ZZ
360 37,527.28 1
10.375 357.64 78
9.875 357.64
XXXXXXXX XX 00000 5 07/09/97 00
0007248115 05 09/01/97 0
1
2332617 O 08/01/27
0
1606917 J90/H62 F 133,000.00 ZZ
360 127,514.98 1
10.990 1,265.59 76
10.490 1,265.59
XXXX XXXXX XX 00000 2 07/08/97 00
0007245608 05 09/01/97 0
MC3003 O 08/01/27
0
1607167 G13/H62 F 46,800.00 ZZ
360 44,807.70 1
10.900 442.15 90
10.400 442.15
XX XXXXXXXXXX XX 00000 1 06/30/97 23
0007242795 05 08/01/97 0
1471 O 07/01/27
0
1607172 J90/H62 F 88,200.00 ZZ
360 81,887.35 1
9.500 741.63 78
9.000 741.63
XXXXXXXX XX 00000 5 06/20/97 00
0007244700 05 08/01/97 0
MC2336 O 07/01/27
0
1609576 180/H62 F 75,000.00 ZZ
360 70,805.81 2
9.500 630.64 60
9.000 630.64
XXXXX XX 00000 5 06/25/97 00
0007248594 05 08/01/97 0
4954905 O 07/01/27
0
1610982 A35/H62 F 237,600.00 ZZ
360 224,102.76 1
9.125 1,933.19 80
8.625 1,933.19
XXXXXX XXXXX XX 00000 1 08/22/97 00
0007289101 05 10/01/97 0
HV7300 O 09/01/27
0
1
1611146 686/H62 F 81,375.00 ZZ
360 74,920.91 1
9.650 693.17 75
9.150 693.17
XXXXXXXX XX 00000 1 08/14/97 00
0007284078 05 10/01/97 0
818011140 O 09/01/27
0
1611288 F34/H62 F 48,300.00 ZZ
360 44,321.99 1
10.375 437.32 70
9.875 437.32
XXXXXXXXXXX XX 00000 1 08/19/97 00
0007290976 05 10/01/97 0
104859 N 09/01/27
0
1612133 700/H62 F 58,000.00 ZZ
360 55,075.65 1
10.000 508.99 79
9.500 508.99
XXXXXXXXXX XX 00000 5 09/05/97 00
0007282833 05 11/01/97 0
123940 O 10/01/27
0
1612889 A52/H62 F 61,200.00 ZZ
360 58,673.33 1
10.875 577.05 85
10.375 577.05
XXXXXX XX 00000 5 08/12/97 23
0007254402 05 10/01/97 0
217761 O 09/01/27
0
1613000 H76/H62 F 92,000.00 ZZ
360 82,287.98 1
11.250 893.57 79
10.750 893.57
XXXXXXXXXX XX 00000 2 07/31/97 00
0007251937 05 09/05/97 0
XXXXXXXXX O 08/05/27
0
1616122 H76/H62 F 164,000.00 ZZ
360 155,800.25 1
10.250 1,469.61 80
9.750 1,469.61
1
XXXXXX XXXXXX XX 00000 5 08/06/97 00
0007253479 05 09/11/97 0
XXXXXX O 08/11/27
0
1617107 962/H62 F 64,500.00 ZZ
360 61,896.72 4
11.000 614.25 75
10.500 614.25
XXXXX XX 00000 2 08/28/97 00
0007262967 05 10/01/97 0
1617107 N 09/01/27
0
1617108 962/H62 F 73,100.00 ZZ
360 70,149.61 4
11.000 696.15 75
10.500 696.15
XXXXX XX 00000 2 08/28/97 00
0007262835 05 10/01/97 0
1617108 N 09/01/27
0
1620119 G81/H62 F 142,000.00 ZZ
360 134,631.16 1
9.500 1,194.01 90
9.000 1,194.01
XXXXX XX 00000 1 09/23/97 23
0007292790 03 11/01/97 0
021708058 O 10/01/27
0
1621011 450/H62 F 58,400.00 T
360 53,988.50 1
10.375 528.76 80
9.875 528.76
XXXXXX XXXXXX X XX 00000 5 09/08/97 00
0007290356 05 11/01/97 0
4401915 O 10/01/27
0
1621248 H97/H62 F 65,600.00 ZZ
360 63,572.62 1
13.650 759.14 80
13.150 759.14
XXXXXXXXX XX 00000 1 05/23/97 00
0007263007 05 07/01/97 0
7010761 O 06/01/27
0
1
1621534 H97/H62 F 45,050.00 ZZ
360 43,027.56 1
11.200 435.85 85
10.700 435.85
XXX XXXXXXX XX 00000 2 07/17/97 23
0007263098 05 09/01/97 0
101706121012 O 08/01/27
0
1622546 F77/H62 F 25,200.00 ZZ
360 23,976.69 1
9.875 218.82 70
9.375 218.82
XXXXXXXXXX XX 00000 5 09/05/97 00
0007288285 05 11/01/97 0
1622546 N 10/01/27
0
1622762 921/H62 F 65,700.00 ZZ
360 62,668.18 1
10.450 598.53 90
9.950 598.53
XXXXXXX XX 00000 5 07/29/97 23
0007277205 05 10/01/97 0
308965 O 09/01/27
0
1626050 A52/H62 F 48,000.00 ZZ
240 41,684.83 1
10.750 487.31 66
10.250 487.31
SWEET XXXXX XX 00000 5 09/10/97 00
0007278716 05 11/01/97 0
223003 O 10/01/17
0
1628295 E47/H62 F 68,800.00 ZZ
360 63,158.43 1
11.800 697.12 80
11.300 697.12
XXXXXXXXXXX XX 00000 5 07/25/97 00
0007277619 05 09/01/97 0
0501939913 O 08/01/27
0
1628348 E47/H62 F 79,800.00 ZZ
360 74,665.48 1
1
9.550 673.92 70
9.050 673.92
XXXXXXX XX 00000 5 08/21/97 00
0007277650 05 10/01/97 0
0500172922 N 09/01/27
0
1628734 E47/H62 F 60,800.00 ZZ
360 56,899.44 1
10.150 540.32 80
9.650 540.32
XXXXXX XX 00000 5 08/22/97 00
0007278799 05 10/01/97 0
0502483913 O 09/01/27
0
1628917 921/H62 F 68,300.00 ZZ
360 65,327.06 1
12.450 726.29 64
11.950 726.29
XXXXXXXX XX 00000 2 08/25/97 00
0007278922 05 10/01/97 0
SQUIER O 09/01/27
0
1629165 894/H62 F 94,500.00 ZZ
360 89,716.93 1
9.740 811.21 70
9.240 811.21
XXXXXX XX 00000 2 08/06/97 00
0007279458 27 10/01/97 0
109331 O 09/01/27
0
1629208 G10/H62 F 52,500.00 ZZ
360 50,082.25 1
10.625 485.16 65
10.125 485.16
XXXXXXXXXX XX 00000 5 08/20/97 00
0007285307 05 10/01/97 0
970267 N 09/01/27
0
1629629 E47/H62 F 28,000.00 ZZ
360 26,432.48 1
9.500 235.44 80
9.000 235.44
XXXXXX XX 00000 1 08/27/97 00
0007280837 01 10/01/97 0
1
0502585913 N 09/01/27
0
1630295 E78/H62 F 70,000.00 ZZ
360 66,032.80 1
9.240 575.37 77
8.740 575.37
XXXXX XX 00000 5 08/27/97 00
0007283732 05 10/01/97 0
974411 O 09/01/27
0
1630841 G13/H62 F 48,750.00 ZZ
240 43,901.78 1
13.750 597.39 75
13.250 597.39
XXXXXX XX 00000 1 08/25/97 00
0007285208 05 10/01/97 0
1853 O 09/01/17
0
1630911 G13/H62 F 63,000.00 ZZ
360 60,410.43 1
10.900 595.21 90
10.400 595.21
XXXXXXXX XXXX XX 00000 5 08/19/97 23
0007284193 05 10/01/97 0
1800 O 09/01/27
0
1631656 G13/H62 F 32,500.00 ZZ
360 31,318.11 1
12.050 335.55 57
11.550 335.55
XXXXXXXX XX 00000 5 06/19/97 00
0007286701 05 07/25/97 0
1883 O 06/25/27
0
1631870 G13/H62 F 37,500.00 ZZ
360 32,568.85 1
10.350 338.83 60
9.850 338.83
XXXXXXX XX 00000 1 08/27/97 00
0007285067 05 10/01/97 0
1840 N 09/01/27
0
1
1632175 560/H62 F 55,520.00 ZZ
360 52,524.80 1
9.625 471.92 80
9.125 471.92
XXXXXX XX 00000 1 08/29/97 00
0007285778 06 10/01/97 0
462089400 O 09/01/27
0
1809014 593/447 F 11,000.00 ZZ
360 3,914.57 1
14.875 137.99 76
14.625 137.99
XXXXXXX XX 00000 1 01/12/81 00
2882634 05 03/01/81 0
5402904 O 02/01/11
0
1809041 593/447 F 36,000.00 ZZ
240 15,594.36 1
10.750 365.48 49
10.500 365.48
XXXXXXXX XX 00000 2 08/18/88 00
2884002 05 10/01/88 0
5462635 O 09/01/08
0
1809074 593/447 F 34,928.00 ZZ
297 10,236.74 1
10.750 327.88 100
10.500 327.88
XXXXXXXXXXX XX 00000 1 08/19/83 10
2884762 05 10/01/83 22
5489802 O 06/01/08
0
1822100 287/076 F 404,307.28 ZZ
300 355,096.98 1
8.875 3,358.39 65
8.625 3,358.39
XXXXXXX XX 00000 1 07/01/96 00
17644647 05 08/01/96 0
176446474 O 07/01/21
0
4022711 E22/G01 F 281,500.00 ZZ
360 274,395.99 1
8.875 2,239.74 80
8.625 2,239.74
1
XXXXXXXX XX 00000 1 11/21/00 00
0412222366 03 01/01/01 0
0412222366 O 12/01/30
0
TOTAL NUMBER OF LOANS : 177
TOTAL ORIGINAL BALANCE : 22,643,998.39
TOTAL PRINCIPAL BALANCE : 19,619,880.77
TOTAL ORIGINAL P+I : 194,652.92
TOTAL CURRENT P+I : 194,652.92
***************************
* END OF REPORT *
***************************
EXHIBIT F-8
GROUP VII LOAN SCHEDULE
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.50.15 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP VI CUTOFF : 03/01/04
POOL : 0004824
:
:
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
------------------------------------------------------------------------
1285460 .2500
340,942.26 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.0000 .9500
1289733 .3750
592,585.53 .0500
8.5000 .0000
8.1250 .0000
8.0750 .0000
7.0000 1.0750
1291792 .3750
521,770.90 .0500
8.2500 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
1293929 .6250
241,000.74 .0500
8.7500 .0000
8.1250 .0000
8.0750 .0000
7.0000 1.0750
1294747 .2500
424,432.91 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.0000 .7000
1295596 .2500
207,693.41 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
7.0000 1.0750
1
1295666 .2500
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7.0000 .0750
5235407 .2500
325,249.13 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5239522 .2500
345,596.18 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
5248383 .2500
197,990.11 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5253682 .2500
385,006.56 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5260284 .2500
372,228.75 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5302129 .2500
299,263.41 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5309033 .2500
338,972.81 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
1
5338532 .2500
334,689.72 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5339813 .2500
341,749.32 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
5343725 .2500
403,099.86 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5369263 .2500
632,185.62 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5374203 .2500
545,497.18 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5374205 .2500
337,065.16 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
5384969 .2500
427,982.03 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5385333 .2500
340,584.80 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1
5391798 .2500
611,902.15 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5402044 .2500
390,064.47 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5402056 .2500
330,518.49 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
5412398 .2500
490,794.96 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5425133 .2500
480,615.10 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
5425213 .2500
321,295.17 .0500
7.7500 .0000
7.5000 .0000
7.4500 .0000
7.0000 .4500
5434607 .2500
368,321.92 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5461977 .2500
416,215.51 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1
5462073 .2500
372,432.13 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5467197 .2500
468,285.63 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5468818 .2500
403,033.42 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5468845 .2500
307,805.02 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
5468878 .2500
586,148.81 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.0000 .5750
5473240 .2500
377,951.57 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5473260 .2500
366,570.45 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.0000 .8250
5573869 .2500
349,381.21 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
1
5600503 .2500
316,266.28 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
5607342 .2500
638,407.33 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5608702 .2500
327,587.40 .0500
7.6250 .0000
7.3750 .0000
7.3250 .0000
7.0000 .3250
5614926 .2500
372,528.86 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5659944 .2500
392,893.01 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5660095 .2500
563,210.16 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
5704607 .2500
368,727.95 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
5718231 .2500
850,189.02 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.0000 .2000
1
5767364 .2500
479,524.78 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0000 .0750
TOTAL NUMBER OF LOANS: 551
TOTAL BALANCE........: 182,382,131.46
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.50.15 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004824
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 7.6904 7.3750 9.0000
RFC NET RATE 7.4111 7.1250 8.5000
NET MTG RATE(INVSTR RATE) 7.3611 7.0750 8.4500
POST STRIP RATE 7.0000 7.0000 7.0000
SUB SERV FEE .2793 .1250 1.3750
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3611 .0750 1.4500
TOTAL NUMBER OF LOANS: 551
TOTAL BALANCE........: 182,382,131.46
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.50.15 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP VI CUTOFF : 03/01/04
POOL : 0004824
:
:
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 #
______________________________________________________________________________
1285460 372/447 F 400,000.00 ZZ
360 340,942.26 1
8.250 3,005.07 54
8.000 3,005.07
XXX XXXXX XX 00000 5 07/10/92 00
5000971 05 09/01/92 0
5000971 O 08/01/22
0
1289733 556/070 F 690,000.00 ZZ
360 592,585.53 1
8.500 5,305.51 64
8.125 5,305.51
XXXXXXX XX 00000 4 08/25/92 00
006418898 05 10/01/92 0
93822 O 09/01/22
0
1291792 664/070 F 620,000.00 ZZ
360 521,770.90 1
8.250 4,657.86 80
7.875 4,657.86
XXXXXX XXXXX XX XX 00000 2 08/24/92 00
006419486 03 10/01/92 0
0556035 O 09/01/22
0
1293929 076/076 F 280,000.00 ZZ
360 241,000.74 1
8.750 2,202.76 80
8.125 2,202.76
XXXXXXX XX 00000 1 06/19/92 00
16267001 03 08/01/92 0
1
6267001 O 07/01/22
0
1294747 070/070 F 500,000.00 ZZ
360 424,432.91 1
8.000 3,668.82 77
7.750 3,668.82
XXXXXXXXX XX 00000 1 08/10/92 00
006638252 05 10/01/92 0
6638252 O 09/01/22
0
1295596 570/070 F 243,000.00 ZZ
360 207,693.41 1
8.375 1,846.98 75
8.125 1,846.98
XXX XXXXXX XX 00000 5 07/29/92 00
006418397 05 10/01/92 0
6385348 O 09/01/22
0
1295666 470/Y26 F 525,000.00 ZZ
360 451,809.59 1
8.500 4,036.80 75
8.250 4,036.80
XXXXXXX XX 00000 2 09/03/92 00
24042184 05 11/01/92 0
24042184 O 10/01/22
0
1297162 554/076 F 480,000.00 ZZ
360 410,271.51 1
8.250 3,606.08 80
8.000 3,606.08
XXXXXX XX 00000 2 10/21/92 00
11376664 03 12/01/92 0
8602265 O 11/01/22
0
1297998 487/X14 F 340,000.00 ZZ
360 289,609.51 1
8.625 2,644.49 80
8.375 2,644.49
XXXXXXXXX XX 00000 1 10/27/92 00
8012837483 05 12/01/92 0
7000013032 O 11/01/22
0
1
1299388 076/076 F 249,750.00 ZZ
360 213,507.21 1
8.375 1,898.29 90
7.625 1,898.29
XXXXXXX XX 00000 1 07/27/92 04
16290981 05 09/01/92 17
6290981 O 08/01/22
0
1299446 076/076 F 221,500.00 ZZ
360 187,651.37 1
8.000 1,625.29 90
7.625 1,625.29
XXXXX XXXXXXXX XX 00000 1 07/31/92 04
16367541 05 09/01/92 17
6367541 O 08/01/22
0
1299480 076/076 F 430,000.00 ZZ
360 172,222.06 1
8.375 3,268.32 75
7.625 3,268.32
XXXXXXX XX 00000 1 08/03/92 00
19202831 05 10/01/92 0
9202831 O 09/01/22
0
1299680 664/070 F 380,000.00 ZZ
360 323,277.26 1
8.375 2,888.28 80
7.875 2,888.28
XXX XXXXXXX XX 00000 1 08/24/92 00
006420395 05 10/01/92 0
0597484 O 09/01/22
0
1300316 627/070 F 176,000.00 ZZ
360 147,217.29 1
8.250 1,322.23 43
7.700 1,322.23
XXXXXXX XXX XXX XX 00000 2 10/02/92 00
006423860 05 12/01/92 0
18335 O 11/01/22
0
1300877 470/070 F 221,000.00 ZZ
360 189,451.77 1
8.250 1,660.30 56
7.700 1,660.30
1
XXXXX XXX XX 00000 5 10/02/92 00
006425498 05 12/01/92 0
01140783 O 11/01/22
0
1301906 622/070 F 247,000.00 ZZ
360 77,540.68 1
8.375 1,877.38 75
7.750 1,877.38
XXXXX XXXXX XX 00000 2 09/24/92 00
006422408 03 11/01/92 0
916323 O 10/01/22
0
1303035 635/447 F 52,000.00 ZZ
360 44,858.51 1
8.625 404.46 33
8.125 404.46
XXXXXXX XX 00000 2 11/18/92 00
4074177 05 01/01/93 0
3015104 O 12/01/22
0
1303114 286/286 F 525,000.00 ZZ
360 352,261.40 1
8.250 3,944.15 70
8.000 3,944.15
XXXXXXXXXXX XX 00000 1 10/28/92 00
8182159 05 12/01/92 0
8182159 O 11/01/22
0
1303381 070/070 F 464,000.00 ZZ
360 384,030.90 1
8.250 3,485.88 64
8.000 3,485.88
XXXXXX XXXXX XX 00000 2 09/29/92 00
007181657 03 11/01/92 0
7181657 O 10/01/22
0
1303617 542/070 F 480,000.00 ZZ
360 332,838.10 1
8.625 3,733.39 80
8.125 3,733.39
XXXX XXXXXX XX 00000 1 09/18/92 00
006424811 03 11/01/92 0
4312056 O 10/01/22
0
1
1304711 076/076 F 217,000.00 ZZ
360 170,476.63 1
8.250 1,630.25 78
7.625 1,630.25
XXXXXXXX XX 00000 2 09/21/92 00
16516421 05 11/01/92 0
6516421 O 10/01/22
0
1304720 076/076 F 440,000.00 ZZ
360 381,508.10 1
9.000 3,540.34 80
7.625 3,540.34
XXXXXXXXX XX 00000 2 07/24/92 00
18982781 05 09/01/92 0
8982781 O 08/01/22
0
1306435 497/497 F 272,500.00 ZZ
360 229,423.72 1
8.375 2,071.20 74
8.125 2,071.20
XXXXX XXXX XX 00000 2 10/13/92 00
9900190951 05 12/01/92 0
9900190951 O 11/01/22
0
1307048 554/076 F 340,000.00 ZZ
360 289,710.43 1
8.050 2,506.67 74
7.800 2,506.67
XXXXX XXXXXXX XX 00000 1 11/25/92 00
15443176 05 01/01/93 0
8603479 O 12/01/22
0
1307126 560/560 F 484,000.00 ZZ
360 409,215.12 1
8.000 3,551.42 54
7.875 3,551.42
XXXXXXXXXX XX 00000 1 10/12/92 00
220473862 03 12/01/92 0
159252709 O 11/01/22
0
1307480 052/670 F 276,000.00 ZZ
360 236,599.54 1
1
8.250 2,073.50 75
7.625 2,073.50
XXXXX XXXX XX 00000 1 10/02/92 00
3118583113 03 12/01/92 0
216919 O 11/01/22
0
1307566 052/670 F 240,000.00 ZZ
360 205,733.00 1
8.250 1,803.05 75
7.625 1,803.05
XXXXXXXX-XX-XXX XX 00000 1 10/23/92 00
3118729773 05 12/01/92 0
221757 O 11/01/22
0
1307884 403/M32 F 380,000.00 ZZ
360 305,743.26 1
8.000 2,788.31 73
7.625 2,788.31
XXXXXXXX XX 00000 2 01/05/93 00
302688585 05 03/01/93 0
1842368 O 02/01/23
0
1308298 417/943 F 242,911.80 ZZ
310 183,009.34 1
8.500 1,937.93 49
8.250 1,937.93
XXXXX XXXXXXXX XX 00000 1 08/07/92 00
577955526 05 10/01/92 0
090804893 O 07/01/18
0
1308571 070/070 F 498,000.00 ZZ
360 325,265.32 1
8.625 3,873.39 70
8.375 3,873.39
XXXXXXX XX 00000 2 11/16/92 00
007457144 05 01/01/93 0
7457144 O 12/01/22
0
1309037 028/070 F 247,500.00 ZZ
360 213,510.76 1
8.875 1,969.22 90
8.325 1,969.22
XXXXXX XX 00000 1 12/17/92 11
006430133 05 02/01/93 20
1
068513 O 01/01/23
0
1309476 560/560 F 450,000.00 ZZ
360 75,008.44 1
8.375 3,420.32 75
8.250 3,420.32
XXX XXXX XX 00000 1 11/18/92 00
220531040 01 01/01/93 0
197209000 O 12/01/22
0
1310210 158/076 F 405,200.00 ZZ
360 344,935.62 1
7.875 2,937.98 68
7.625 2,937.98
XXXXXXX XX 00000 2 10/28/92 00
10691923 05 01/01/93 0
2353175 O 12/01/22
0
1311903 622/M32 F 289,000.00 ZZ
360 241,106.53 1
8.625 2,247.81 83
8.125 2,247.81
XXXX XXXXXX XX 00000 2 01/21/93 10
302688999 03 03/01/93 12
536756 O 02/01/23
0
1312824 334/M32 F 300,000.00 ZZ
360 257,532.31 1
8.250 2,253.80 69
7.625 2,253.80
XXXXXX XXXXX XX XX 00000 2 12/04/92 00
009786864 05 02/01/93 0
978686 O 01/01/23
0
1313155 704/670 F 313,750.00 ZZ
360 265,515.31 1
8.625 2,440.32 59
8.375 2,440.32
XXXXXXX XX 00000 2 11/18/92 00
3033963639 05 01/01/93 0
913900197 O 12/01/22
0
1
1313319 016/181 F 440,000.00 ZZ
360 379,574.57 2
8.750 3,461.49 68
8.500 3,461.49
XXXX XXXXX XX 00000 5 12/07/92 00
0001092298 05 02/01/93 0
20103537 O 01/01/23
0
1313663 274/181 F 344,000.00 ZZ
360 299,807.83 1
8.750 2,706.25 80
8.500 2,706.25
XXXXX XXXX XX 00000 2 01/04/93 00
0000000000 05 03/01/93 0
1921100283 O 02/01/23
0
1313767 163/M32 F 360,000.00 ZZ
360 312,660.24 1
8.750 2,832.12 80
8.250 2,832.12
XXXXXXX XX 00000 1 11/13/92 00
302689385 03 01/01/93 0
51519412 O 12/01/22
0
1314710 052/670 F 80,000.00 ZZ
360 69,534.45 1
8.625 622.24 28
7.875 622.24
XXXXXX XXXXXX XX 00000 5 01/06/93 00
3118689114 05 03/01/93 0
220031 O 02/01/23
0
1314819 052/670 F 79,000.00 ZZ
360 66,832.72 1
8.750 621.50 45
8.500 621.50
XXXXXX XXXXXX XX 00000 1 12/16/92 00
3118476714 03 02/01/93 0
213607 O 01/01/23
0
1315379 372/447 F 510,000.00 ZZ
360 438,457.74 1
8.250 3,831.46 78
8.000 3,831.46
1
XXXXXXXX XXXX XX 00000 2 02/09/93 00
5565023 05 04/01/93 0
5565023 O 03/01/23
0
1315658 664/M32 F 247,500.00 ZZ
360 214,968.51 1
8.750 1,947.09 75
8.250 1,947.09
XXX XXXXXXX XX 00000 5 01/06/93 00
302688833 05 03/01/93 0
0603332 O 02/01/23
0
1316609 560/560 F 130,000.00 ZZ
360 111,992.98 1
8.250 976.65 70
8.125 976.65
XXXXX XXXXXX XX 00000 1 01/29/93 00
220638399 05 03/01/93 0
198420507 O 02/01/23
0
1316615 560/560 F 350,000.00 ZZ
360 302,265.83 1
8.250 2,629.43 71
8.125 2,629.43
COVINA XX 00000 1 01/28/93 00
220641997 03 04/01/93 0
445559800 O 03/01/23
0
1316858 704/670 F 77,000.00 ZZ
240 47,290.00 1
8.250 656.10 60
7.625 656.10
XXXXXXX XX 00000 5 10/09/92 00
3033644379 05 12/01/92 0
913782165 O 11/01/12
0
1316906 704/670 F 130,000.00 ZZ
360 111,763.32 1
8.375 988.10 65
8.125 988.10
XXXXXXXX XX 00000 5 10/23/92 00
3033579299 05 12/01/92 0
913744553 O 11/01/22
0
1
1316929 704/670 F 451,500.00 ZZ
360 391,755.59 1
8.625 3,511.73 70
8.125 3,511.73
XXX XXXXX XX 00000 2 12/17/92 00
3034093099 05 02/01/93 0
913969283 O 01/01/23
0
1316979 704/670 F 72,000.00 ZZ
360 9,262.87 1
8.250 540.92 48
7.625 540.92
XXXXXX XX 00000 2 10/07/92 00
3033659139 01 12/01/92 0
913789152 O 11/01/22
0
1316992 704/670 F 50,050.00 ZZ
360 42,074.06 1
8.250 376.01 70
7.625 376.01
XXXXXXXXX XX 00000 1 09/23/92 00
0000000000 05 11/01/92 0
913670428 O 10/01/22
0
1317034 704/670 F 227,000.00 ZZ
360 195,321.89 4
8.250 1,705.38 64
7.625 1,705.38
XXXXXXXX XX 00000 1 12/01/92 00
3033874539 05 02/01/93 0
913821828 O 01/01/23
0
1317346 076/076 F 224,200.00 ZZ
360 192,826.69 1
9.000 1,803.96 75
8.125 1,803.96
XXXXXXXXXX XX 00000 5 12/29/92 00
16569861 05 03/01/93 0
6569861 O 02/01/23
0
1317365 076/076 F 276,850.00 ZZ
360 190,295.81 1
1
9.000 2,227.60 80
8.125 2,227.60
XXXXX XXXXX XX 00000 2 12/21/92 00
16592201 05 02/01/93 0
6592201 O 01/01/23
0
1317780 225/181 F 285,300.00 ZZ
360 246,873.58 1
8.500 2,193.70 90
7.625 2,193.70
XXXXXXXX XX 00000 2 12/30/92 14
0000486150 05 02/01/93 17
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0
1317795 225/181 F 392,000.00 ZZ
360 338,870.26 1
8.375 2,979.48 80
7.625 2,979.48
XXXXX XX 00000 1 01/06/93 00
0000488841 05 03/01/93 0
165300 O 02/01/23
0
1318568 372/M32 F 595,000.00 ZZ
360 510,404.10 1
7.875 4,314.16 70
7.375 4,314.16
XXXXXXXXXX XX 00000 1 03/03/93 00
302694054 05 05/01/93 0
5667464 O 04/01/23
0
1318590 169/076 F 304,000.00 ZZ
360 244,648.54 1
7.950 2,220.06 80
7.700 2,220.06
XXXXXXX XX 00000 2 12/15/92 00
14154799 05 02/01/93 0
7327536 O 01/01/23
0
1318928 704/670 F 95,000.00 ZZ
360 82,954.09 1
8.875 755.87 80
7.625 755.87
XXXXXXXX XX 00000 5 01/07/93 00
3033934459 05 03/01/93 0
1
913895983 O 02/01/23
0
1319193 574/M32 F 162,400.00 ZZ
360 139,892.55 1
8.375 1,234.36 70
8.125 1,234.36
XXXXXXXX XX 00000 2 02/09/93 00
302692785 05 04/01/93 0
5222 O 03/01/23
0
1319281 704/670 F 499,200.00 ZZ
360 407,324.78 1
8.500 3,838.42 80
7.625 3,838.42
XXXXXX XXX XXX XX 00000 1 01/25/93 00
3034145400 03 03/01/93 0
930021324 O 02/01/23
0
1319564 372/M32 F 288,000.00 ZZ
360 250,979.43 1
9.000 2,317.31 90
8.500 2,317.31
XXXX XXXXX XX 00000 1 02/18/93 04
302693775 05 04/01/93 17
5282579 O 03/01/23
0
1320441 570/M32 F 515,000.00 ZZ
360 443,503.91 1
8.125 3,823.87 63
7.625 3,823.87
XXX XXXXXXX XX 00000 2 02/19/93 00
302694195 05 04/01/93 0
5356225 O 03/01/23
0
1320612 447/447 F 686,000.00 ZZ
360 591,340.53 1
8.500 5,274.75 70
8.250 5,274.75
XXXXXX XX 00000 2 10/28/92 00
601043 05 12/01/92 0
601043 O 11/01/22
0
1
1320668 447/447 F 250,000.00 ZZ
360 209,884.06 1
8.750 1,966.76 62
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1
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1
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1
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1
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0
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1
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1
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XXX XXXXXXXXX XX 00000 2 06/25/01 00
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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
5076585 964/G01 F 650,000.00 ZZ
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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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7.500 2,691.98 70
7.250 2,691.98
XXXXXXXXX XXXX XX 00000 4 07/10/01 00
954733 05 09/01/01 0
XXXXX O 08/01/31
0
5302129 588/G01 F 307,300.00 ZZ
360 299,263.41 1
7.500 2,148.69 72
7.250 2,148.69
XXXXX XXXXXX XX 00000 1 07/16/01 00
0433074929 05 09/01/01 0
1
1045396 O 08/01/31
0
5309033 E82/G01 F 347,400.00 ZZ
360 338,972.81 1
7.625 2,458.88 54
7.375 2,458.88
XXXXXXXXXXX XX 00000 2 08/07/01 00
0400459004 05 10/01/01 0
1985905 O 09/01/31
0
5338532 G75/G75 F 343,600.00 ZZ
360 334,689.72 1
7.375 2,373.16 90
7.125 2,373.16
XXXXXXX XX 00000 1 07/31/01 12
0004361945 03 09/01/01 25
04361945 O 08/01/31
0
5339813 588/G01 F 350,000.00 ZZ
360 341,749.32 1
7.875 2,537.74 76
7.625 2,537.74
XXXXXXXX XX XXX XX 00000 1 07/13/01 00
0433075173 05 09/01/01 0
1045290 O 08/01/31
0
5343725 L60/F27 F 415,000.00 T
360 403,099.86 1
7.375 2,866.30 67
7.125 2,866.30
XXXXXXX XX 00000 1 04/02/01 00
6920050679 03 06/01/01 0
6920050679 O 05/01/31
0
5369263 E82/G01 F 648,000.00 ZZ
360 632,185.62 1
7.500 4,530.91 80
7.250 4,530.91
XXXXXXXX XX 00000 2 08/13/01 00
0400466405 05 10/01/01 0
1994225 O 09/01/31
0
1
5374203 623/G01 F 560,000.00 ZZ
360 545,497.18 1
7.375 3,867.78 80
7.125 3,867.78
XXXXXX XX 00000 2 07/25/01 00
0433111606 03 09/01/01 0
1984808 O 08/01/31
0
5374205 623/G01 F 349,000.00 ZZ
360 337,065.16 1
7.750 2,500.28 73
7.500 2,500.28
XXX XXXXXX XX 00000 2 07/18/01 00
0433111697 05 09/01/01 0
1985538 O 08/01/31
0
5384969 E22/G01 F 445,000.00 ZZ
360 427,982.03 1
7.375 3,073.50 50
7.125 3,073.50
XXXX XXXXX XX 00000 2 08/15/01 00
0412875759 06 10/01/01 0
0412875759 O 09/01/31
0
5385333 025/025 F 350,000.00 ZZ
360 340,584.80 1
7.500 2,447.25 80
7.250 2,447.25
XXXXXX XXXX XX 00000 2 06/21/01 00
0139259311 03 08/01/01 0
0139259311 O 07/01/31
0
5391798 A06/G01 F 630,000.00 ZZ
360 611,902.15 1
7.375 4,351.26 77
7.125 4,351.26
XXXXXX XX 00000 2 08/27/01 00
0433191053 05 10/01/01 0
1000010012962 O 09/01/31
0
5402044 076/076 F 412,000.00 ZZ
360 390,064.47 1
7.500 2,880.76 80
7.250 2,880.76
1
XXXXXXXXXXX XX 00000 2 07/20/01 00
15436503 05 09/01/01 0
5436503 O 08/01/31
0
5402056 076/076 F 339,200.00 ZZ
360 330,518.49 1
7.625 2,400.84 80
7.375 2,400.84
XXXXXXXX XX 00000 1 06/29/01 00
18428126 05 08/01/01 0
8428126 O 07/01/31
0
5412398 196/G01 F 504,000.00 ZZ
360 490,794.96 1
7.500 3,524.05 70
7.250 3,524.05
XX XXXXXX XXXXX XX 00000 1 06/29/01 00
0433108354 05 08/01/01 0
1428982 O 07/01/31
0
5425133 025/025 F 487,294.71 ZZ
343 480,615.10 1
7.625 3,494.29 58
7.375 3,494.29
XXXXXXXXXX XX 00000 5 11/13/02 00
0130172034 05 12/01/02 0
0130172034 O 06/01/31
0
5425213 025/025 F 365,000.00 ZZ
360 321,295.17 1
7.750 2,614.91 85
7.500 2,614.91
XXXXXXXXX XX 00000 2 06/21/01 04
0138807607 05 08/01/01 12
0138807607 O 07/01/31
0
5434607 J37/286 F 378,750.00 ZZ
360 368,321.92 1
7.500 2,648.28 75
7.250 2,648.28
XXXXXX XX 00000 1 05/02/01 00
0376486 05 07/01/01 0
5391369 O 06/01/31
0
1
5461977 623/G01 F 428,500.00 ZZ
360 416,215.51 1
7.500 2,996.13 62
7.250 2,996.13
XXXXXX XX 00000 5 07/23/01 00
0433141710 05 09/01/01 0
2787286 O 08/01/31
0
5462073 623/G01 F 382,500.00 ZZ
360 372,432.13 1
7.375 2,641.83 75
7.125 2,641.83
XXXXXXX XX 00000 5 08/01/01 00
0433144664 03 09/01/01 0
5368377 O 08/01/31
0
5467197 G75/G75 F 480,000.00 ZZ
360 468,285.63 1
7.500 3,356.23 72
7.250 3,356.23
XXXXXXXXX XX 00000 5 08/03/01 00
0004411194 05 10/01/01 0
04411194 O 09/01/31
0
5468818 286/286 F 414,800.00 ZZ
360 403,033.42 1
7.375 2,864.93 80
7.125 2,864.93
XXXXXXXXXX XX 00000 1 07/13/01 00
0396996 03 09/01/01 0
396996 O 08/01/31
0
5468845 286/286 F 316,000.00 ZZ
360 307,805.02 1
7.625 2,236.63 80
7.375 2,236.63
XXXXXX XX 00000 1 07/17/01 00
0443596 06 09/01/01 0
443596 O 08/01/31
0
5468878 286/286 F 600,300.00 T
360 586,148.81 1
1
7.875 4,352.59 72
7.625 4,352.59
XXXXXXXX XX 00000 2 07/13/01 00
0445902 05 09/01/01 0
445902 O 08/01/31
0
5473240 076/076 F 388,000.00 ZZ
360 377,951.57 1
7.375 2,679.82 68
7.125 2,679.82
XXXXXXXXXX XX 00000 2 07/31/01 00
15192115 05 09/01/01 0
5192115 O 08/01/31
0
5473260 076/076 F 375,000.00 ZZ
360 366,570.45 1
8.125 2,784.36 90
7.875 2,784.36
XXXXX XXXXX XX 00000 1 08/06/01 12
15751843 05 09/01/01 25
5751843 O 08/01/31
0
5573869 696/G01 F 358,000.00 ZZ
360 349,381.21 1
7.375 2,472.62 60
7.125 2,472.62
XXXXXXXXXX XX 00000 5 09/11/01 00
0433183282 05 11/01/01 0
31201449 O 10/01/31
0
5600503 994/X14 F 324,000.00 ZZ
360 316,266.28 1
7.625 2,293.25 85
7.375 2,293.25
XXXX XXXXXX XX 00000 2 08/06/01 10
8020536218 05 10/01/01 12
403471344 O 09/01/31
0
5607342 025/025 F 656,000.00 ZZ
360 638,407.33 1
7.375 4,530.83 80
7.125 4,530.83
XXXXX XX 00000 1 06/27/01 00
0020832275 05 08/01/01 0
1
0020832275 O 07/01/31
0
5608702 025/025 F 336,000.00 ZZ
360 327,587.40 1
7.625 2,378.19 80
7.375 2,378.19
XXXXXX XX 00000 2 07/11/01 00
0130384456 05 09/01/01 0
0130384456 O 08/01/31
0
5614926 E22/G01 F 381,500.00 ZZ
360 372,528.86 1
7.500 2,667.50 90
7.250 2,667.50
XXXXXXXX XXXX XX 00000 2 09/17/01 04
0412993024 03 11/01/01 25
0412993024 O 10/01/31
0
5659944 286/286 F 403,000.00 ZZ
360 392,893.01 1
7.375 2,783.43 79
7.125 2,783.43
XXXXXXXXX XX 00000 2 08/09/01 00
0515875 03 10/01/01 0
515875 O 09/01/31
0
5660095 286/286 F 588,000.00 ZZ
360 563,210.16 1
7.375 4,061.17 80
7.125 4,061.17
XXXXXX XX 00000 2 08/08/01 00
9882249 05 10/01/01 0
9882249 O 09/01/31
0
5704607 E22/G01 F 385,000.00 ZZ
360 368,727.95 1
7.500 2,691.98 70
7.250 2,691.98
XXXXXXXX XX 00000 5 09/24/01 00
0413040122 05 11/01/01 0
0413040122 O 10/01/31
0
1
5718231 025/025 F 874,300.00 ZZ
360 850,189.02 1
7.500 6,113.24 37
7.250 6,113.24
XXXXXX XXXXX XX XX 00000 2 05/25/01 00
0138917554 03 07/01/01 0
0138917554 O 06/01/31
0
5767364 E22/G01 F 494,000.00 ZZ
360 479,524.78 1
7.375 3,411.94 42
7.125 3,411.94
XXXXXX XX 00000 5 09/25/01 00
0413044009 03 11/01/01 0
0413044009 O 10/01/31
0
TOTAL NUMBER OF LOANS : 551
TOTAL ORIGINAL BALANCE : 203,038,174.69
TOTAL PRINCIPAL BALANCE : 182,382,131.46
TOTAL ORIGINAL P+I : 1,450,223.93
TOTAL CURRENT P+I : 1,449,693.40
***************************
* END OF REPORT *
***************************
EXHIBIT X-0
XXX XX : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.17.14 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP VII CUTOFF : 03/01/04
POOL : 0004825
:
:
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
--------------------------------------------------------------------------
1337902 .2500
282,510.72 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1340065 .2500
204,320.71 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1341688 .3750
323,473.75 .0500
7.2500 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1342563 .2500
351,157.26 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1342850 .2500
171,384.36 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1344670 .2500
301,292.80 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1344706 .2500
484,724.13 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1344948 .5000
236,673.11 .0500
7.3750 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1345599 .2500
473,585.23 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1345647 .2500
451,186.09 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1348476 .2500
297,751.47 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1348576 .2500
367,392.82 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1348903 .2500
357,302.39 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1350342 .2500
386,321.92 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1
1350635 .1250
203,541.96 .0500
7.0000 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1351766 .2500
424,143.48 .0500
6.9500 .0000
6.7000 .0000
6.6500 .0000
6.5000 .1500
1386643 .1700
342,753.62 .0500
7.0000 .0000
6.8300 .0000
6.7800 .0000
6.5000 .2800
1492466 .2500
398,326.82 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1493081 .2500
80,281.96 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1493372 .2500
65,364.62 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1668521 .2500
507,367.49 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1697769 .2500
333,789.29 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1
1745910 .1250
158,082.95 .0500
7.0000 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1761492 .2500
412,204.30 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1777302 .2500
467,558.49 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1779019 .2500
306,271.16 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1783620 .2500
373,170.13 .0500
7.0500 .0000
6.8000 .0000
6.7500 .0000
6.5000 .2500
1785571 .2500
313,314.35 .0500
7.1500 .0000
6.9000 .0000
6.8500 .0000
6.5000 .3500
1786956 .2500
528,879.23 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1791472 .2500
322,762.55 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1
1791874 .2500
404,770.00 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1793293 .2500
220,571.80 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1794373 .2500
385,586.84 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1797640 .2500
324,516.90 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1802131 .2500
238,985.95 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1802632 .2500
168,348.63 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1803784 .2500
386,120.41 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1805302 .2500
355,011.64 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1
1806833 .2500
474,269.66 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1808585 .2500
467,866.40 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1808783 .2500
608,914.11 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1809998 .2500
327,938.26 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1810214 .2500
400,508.45 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1810546 .2500
433,577.66 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1810592 .2500
607,163.50 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1811585 .2500
511,228.82 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
1811622 .2500
425,063.23 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1811755 .2500
609,778.45 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1812025 .2500
327,938.26 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1812031 .2500
323,060.32 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1812078 .2500
262,025.24 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1814010 .2500
365,294.62 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1814299 .2500
311,553.32 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1814920 .2500
249,032.75 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
1815225 .2500
356,066.52 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1816256 .2500
367,062.05 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1816339 .2500
202,298.32 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1817660 .2500
495,866.55 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1817940 .2500
302,330.23 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1818967 .2500
375,193.16 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1819547 .2500
178,333.53 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1820373 .2500
366,022.57 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1821461 .2500
467,546.61 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1822541 .2500
542,293.25 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1822563 .2500
382,553.66 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1823699 .2500
561,967.52 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1824263 .2500
482,308.84 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1824361 .2500
306,908.89 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1824656 .2500
336,509.98 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1824859 .2500
354,053.40 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1826280 .2500
392,814.45 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1826669 .2500
344,752.64 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1826938 .2500
66,364.47 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1826970 .2500
445,607.32 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1827150 .2500
398,066.10 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1827331 .2500
83,442.92 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1827765 .2500
606,933.54 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1827998 .2500
326,864.83 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
1828611 .2500
375,976.24 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1829165 .2500
377,997.28 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1830710 .2500
542,136.60 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1831332 .2500
323,107.99 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1831490 .2500
312,588.76 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1831512 .2500
587,432.74 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1831591 .2500
351,821.99 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1831659 .2500
404,786.37 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
1835743 .2500
439,190.24 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1839641 .2500
421,646.01 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1839839 .2500
415,854.52 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1841503 .2500
281,643.32 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1842010 .2500
348,869.69 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1842170 .2500
327,374.68 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1845684 .2500
322,282.45 .0500
7.1250 .0000
6.8750 .0000
6.8250 .0000
6.5000 .3250
1846044 .2500
835,984.30 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
1846170 .2500
603,018.23 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1846295 .2500
217,951.55 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
1846309 .2500
320,263.16 .0500
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340,847.13 .0500
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1
5185001 .2500
627,890.12 .0500
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5192586 .2500
403,018.38 .0500
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1
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607,250.94 .0500
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388,642.07 .0500
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5304313 .2500
329,452.71 .0500
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6.5000 .4500
1
5308838 .2500
372,695.06 .0500
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6.5000 .0750
5308877 .2500
334,982.14 .0500
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5309037 .2500
355,227.58 .0500
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5319201 .2500
379,791.76 .0500
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6.5000 .3250
5343556 .2500
630,673.06 .0500
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5343571 .2500
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5343707 .2500
364,480.89 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
5343714 .2500
379,040.34 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
1
5353426 .2500
730,819.92 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
5357096 .2500
542,245.50 .0500
7.2500 .0000
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6.9500 .0000
6.5000 .4500
5369065 .2500
313,758.30 .0500
7.2500 .0000
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6.5000 .4500
5369500 .2500
485,954.58 .0500
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1
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5412340 .2500
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6.9500 .0000
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6.5000 .4500
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5413603 .2500
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7.0000 .0000
6.9500 .0000
6.5000 .4500
5421189 .5000
342,699.55 .0500
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6.8750 .0000
6.8250 .0000
6.5000 .3250
5425164 .2500
478,954.19 .0500
6.8750 .0000
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6.5000 .0750
1
5428093 .2500
389,034.32 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
5439140 .2500
390,220.73 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
5443993 .2500
354,543.12 .0500
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6.9500 .0000
6.5000 .4500
5459483 .2500
369,820.33 .0500
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5468552 .2500
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6.9500 .0000
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5468937 .2500
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5468976 .2500
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7.0000 .0000
6.9500 .0000
6.5000 .4500
5471325 .2500
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1
5471376 .2500
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5494390 .2500
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5569223 .2500
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5581832 .6250
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6.5000 .2000
1
5581838 .5000
389,770.42 .0500
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6.7500 .0000
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5581868 .6250
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6.7500 .0000
6.7000 .0000
6.5000 .2000
5581985 .5000
620,032.09 .0500
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6.8750 .0000
6.8250 .0000
6.5000 .3250
5582094 .6250
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6.5000 .2000
5582095 .3750
390,503.45 .0500
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6.7500 .0000
6.7000 .0000
6.5000 .2000
1
5582102 .3750
298,964.08 .0500
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6.7500 .0000
6.7000 .0000
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5582119 .6250
511,883.47 .0500
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6.7500 .0000
6.7000 .0000
6.5000 .2000
5582178 .2500
330,768.66 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
5600343 .2500
356,550.44 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
5607027 .2500
323,882.83 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
5614828 .2500
365,622.03 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
5614848 .2500
403,311.35 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.5000 .2000
5648285 .2500
336,379.48 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
1
5652486 .2500
439,327.00 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5000 .0750
5678165 .2500
355,992.06 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
5704895 .2500
371,805.36 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
5729394 .2500
292,327.90 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.5000 .4500
TOTAL NUMBER OF LOANS: 370
TOTAL BALANCE........: 147,935,044.00
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.17.14 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004825
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 7.1023 6.8000 7.7500
RFC NET RATE 6.8242 6.5500 7.0000
NET MTG RATE(INVSTR RATE) 6.7742 6.5000 6.9500
POST STRIP RATE 6.5000 6.5000 6.5000
SUB SERV FEE .2781 .1250 .7500
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2742 .0000 .4500
TOTAL NUMBER OF LOANS: 370
TOTAL BALANCE........: 147,935,044.00
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.17.14 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP VII CUTOFF : 03/01/04
POOL : 0004825
:
:
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 #
______________________________________________________________________________
1337902 010/M32 F 336,000.00 ZZ
360 282,510.72 1
7.250 2,292.12 80
7.000 2,292.12
XXXXXXX XXXXX XX 00000 1 07/16/93 00
009710708 01 09/01/93 0
19156009 O 08/01/23
0
1340065 445/M32 F 380,000.00 ZZ
360 204,320.71 1
7.250 2,592.27 80
7.000 2,592.27
XXXXXXX XX 00000 1 07/13/93 00
302732029 05 09/01/93 0
20015935 O 08/01/23
0
1341688 606/M32 F 380,000.00 ZZ
360 323,473.75 1
7.250 2,592.27 74
6.875 2,592.27
XXX XXXXXXX XX 00000 2 07/22/93 00
302735857 05 09/01/93 0
52000089 O 08/01/23
0
1342563 976/076 F 416,000.00 ZZ
360 351,157.26 1
7.000 2,767.66 80
6.750 2,767.66
XXXXX XXXXX XX 00000 1 07/15/93 00
10581161 05 09/01/93 0
1
007529 O 08/01/23
0
1342850 069/M32 F 400,000.00 ZZ
360 171,384.36 1
7.000 2,661.21 62
6.750 2,661.21
(STUDIO XXXX XX XX 00000 2 08/26/93 00
009713546 05 11/01/93 0
1903368 O 10/01/23
0
1344670 444/X14 F 357,200.00 ZZ
360 301,292.80 1
6.875 2,346.55 80
6.625 2,346.55
XXXXXX XX 00000 1 07/26/93 00
8008721048 03 09/01/93 0
6655682 O 08/01/23
0
1344706 487/X14 F 600,000.00 ZZ
360 484,724.13 1
6.875 3,941.57 56
6.625 3,941.57
OYSTER XXX XXXX XX 00000 1 09/14/93 00
8012843234 05 11/01/93 0
0000000000 O 10/01/23
0
1344948 597/076 F 276,000.00 ZZ
360 236,673.11 1
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11425446 05 11/01/93 0
330421 O 10/01/23
0
1345599 472/M32 F 560,000.00 ZZ
360 473,585.23 1
7.125 3,772.82 80
6.875 3,772.82
XXXXXXX XXXXX X XX 00000 1 08/12/93 00
007009178 05 10/01/93 0
006000033407 O 09/01/23
0
1
1345647 550/550 F 532,000.00 ZZ
360 451,186.09 1
7.000 3,539.41 74
6.750 3,539.41
XXX XXXXXXXXX XX 00000 2 08/20/93 00
120134536000000 05 10/01/93 0
120134536 O 09/01/23
0
1348476 637/447 F 350,000.00 ZZ
360 297,751.47 1
7.125 2,358.02 68
6.875 2,358.02
XXXXXX XX 00000 1 08/25/93 00
2848540 05 10/01/93 0
2688307 O 09/01/23
0
1348576 637/447 F 433,200.00 ZZ
360 367,392.82 1
7.000 2,882.10 80
6.750 2,882.10
XXXXXXX XXXXX X XX 00000 1 08/24/93 00
2848106 05 10/01/93 0
2590529 O 09/01/23
0
1348903 267/943 F 420,000.00 ZZ
360 357,302.39 1
7.125 2,829.62 75
6.875 2,829.62
XXXXXXXX XX 00000 1 08/19/93 00
541712912 05 10/01/93 0
7129122 O 09/01/23
0
1350342 704/670 F 455,000.00 ZZ
360 386,321.92 1
7.125 3,065.42 76
6.875 3,065.42
XXX XXXXX XX 00000 1 08/20/93 00
3035029889 05 10/01/93 0
930603857 O 09/01/23
0
1350635 560/560 F 240,000.00 ZZ
360 203,541.96 1
7.000 1,596.73 80
6.875 1,596.73
1
XXXXXXX XX 00000 1 08/20/93 00
220981179 05 10/01/93 0
410317606 O 09/01/23
0
1351766 686/686 F 500,000.00 ZZ
360 424,143.48 1
6.950 3,309.74 63
6.700 3,309.74
XXXXXXX XXXXXXX XX 00000 2 08/31/93 00
0815303763 05 11/01/93 0
030815303763 O 10/01/23
0
1386643 375/M32 F 402,000.00 ZZ
360 342,753.62 1
7.000 2,674.52 71
6.830 2,674.52
XXXXXXXXX XX 00000 2 05/02/94 00
009716309 05 07/01/94 0
318397 O 06/01/24
0
1492466 F45/X14 F 448,400.00 ZZ
360 398,326.82 1
7.125 3,020.96 78
6.875 3,020.96
XXXXXX XX 00000 1 08/11/95 00
8012889401 05 10/01/95 0
648444 O 09/01/25
0
1493081 F45/X14 F 410,000.00 ZZ
360 80,281.96 1
7.125 2,762.25 65
6.875 2,762.25
XXXXXXXXX XX 00000 1 12/19/95 00
8012910637 05 02/01/96 0
743872 O 01/01/26
0
1493372 F45/X14 F 84,000.00 ZZ
360 65,364.62 1
7.000 558.85 72
6.750 558.85
XXXX XXXXXXX XX 00000 5 02/27/96 00
8012917384 05 05/01/96 0
764217 O 04/01/26
0
1
1668521 144/144 F 650,000.00 ZZ
360 507,367.49 1
7.125 4,379.17 73
6.875 4,379.17
XXX XXXXXX XX 00000 1 02/24/94 00
160555334000000 05 04/01/94 0
160555334 O 03/01/24
0
1697769 168/168 F 360,000.00 ZZ
360 333,789.29 1
7.125 2,425.39 74
6.875 2,425.39
XXXXXX XXXX XX 00000 1 01/30/98 00
2374377 05 03/01/98 0
239743776 O 02/01/28
0
1745910 F97/F97 F 300,000.00 ZZ
191 158,082.95 1
7.000 2,677.42 64
6.875 2,677.42
XXXX XX 00000 1 02/03/95 00
335745 05 04/01/95 0
335745 O 02/01/11
0
1761492 H22/G02 F 450,000.00 ZZ
360 412,204.30 1
7.250 3,069.79 65
7.000 3,069.79
XXX XXXX XX 00000 1 08/05/98 00
0430965418 05 10/01/98 0
9805028 O 09/01/28
0
1777302 144/144 F 500,000.00 ZZ
360 467,558.49 1
6.875 3,284.64 72
6.625 3,284.64
XXXXX XXXXX XX 00000 1 10/07/98 00
160627612000000 05 12/01/98 0
160627612 O 11/01/28
0
1779019 H22/G01 F 370,000.00 ZZ
360 306,271.16 1
1
7.250 2,524.05 65
7.000 2,524.05
XXXXXXXXX XX 00000 1 08/28/98 00
0431000645 05 10/01/98 0
9806046 O 09/01/28
0
1783620 439/G01 F 400,000.00 ZZ
360 373,170.13 1
7.050 2,674.66 70
6.800 2,674.66
XXXXXXXXXX XXX XX 00000 1 07/07/98 00
0430998336 05 09/01/98 0
1959162 O 08/01/28
0
1785571 439/G02 F 335,200.00 ZZ
360 313,314.35 1
7.150 2,263.97 80
6.900 2,263.97
XXXXXXX XXXXX XX 00000 1 07/23/98 00
0430986968 05 09/01/98 0
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0412858052 O 08/01/31
0
5246451 E22/G01 F 520,000.00 ZZ
360 505,892.11 1
7.125 3,503.34 80
6.875 3,503.34
XXXXXX XX 00000 1 08/01/01 00
0412862385 03 09/01/01 0
0412862385 O 08/01/31
0
5250615 225/G01 F 500,000.00 ZZ
360 480,346.27 1
7.000 3,326.51 19
6.750 3,326.51
XXXXXXX XX 00000 5 06/05/01 00
0433029113 05 08/01/01 0
6536577 O 07/01/31
0
5253668 461/G01 F 472,000.00 ZZ
360 459,487.91 1
7.250 3,219.88 80
7.000 3,219.88
XXX XXXXX XX 00000 1 07/25/01 00
0433077021 08 09/01/01 0
1
9030699367 O 08/01/31
0
5253695 461/G01 F 556,500.00 ZZ
360 539,612.16 1
7.250 3,796.32 70
7.000 3,796.32
XXX XXXXXXX XX 00000 1 07/19/01 00
0433029360 03 09/01/01 0
9030668230 O 08/01/31
0
5259748 225/G01 F 625,000.00 ZZ
360 607,250.94 1
7.250 4,263.61 68
7.000 4,263.61
XXXXXXXX XX 00000 5 05/04/01 00
0433028669 05 07/01/01 0
7262850 O 06/01/31
0
5259762 225/G01 F 400,000.00 ZZ
360 388,642.07 1
7.250 2,728.71 50
7.000 2,728.71
XXXXXXXX XXXX XX 00000 5 05/25/01 00
0433028891 05 07/01/01 0
7267769 O 06/01/31
0
5265511 E22/G01 F 571,900.00 ZZ
360 555,339.79 1
7.000 3,804.86 74
6.750 3,804.86
XXX XXXX XX 00000 2 07/31/01 00
0412796518 03 10/01/01 0
0412796518 O 09/01/31
0
5265588 E22/G01 F 605,500.00 ZZ
360 590,015.15 1
7.250 4,130.58 70
7.000 4,130.58
XXXXXXXXX XX 00000 1 08/02/01 00
0412867848 05 10/01/01 0
0412867848 O 09/01/31
0
1
5267809 964/G01 F 411,200.00 ZZ
360 397,865.93 1
7.125 2,770.33 80
6.875 2,770.33
XXXXXX XXXXXX XX 00000 1 08/08/01 00
0433054699 03 10/01/01 0
137719 O 09/01/31
0
5287836 E22/G01 F 476,000.00 ZZ
360 420,754.33 1
7.125 3,206.90 58
6.875 3,206.90
XXXXXXXXXXXX XX 00000 2 07/31/01 00
0412816670 05 10/01/01 0
0412816670 O 09/01/31
0
5291155 562/G01 F 408,800.00 ZZ
360 393,861.38 1
7.250 2,788.74 80
7.000 2,788.74
XXXXXX XX 00000 1 08/23/01 00
0433144243 05 10/01/01 0
297022650 O 09/01/31
0
5304313 588/G01 F 339,000.00 ZZ
360 329,452.71 1
7.250 2,312.58 80
7.000 2,312.58
XXXXXXXXXX XXXX XX 00000 1 06/07/01 00
0433074986 05 08/01/01 0
1040768 O 07/01/31
0
5308838 E22/G01 F 383,200.00 ZZ
360 372,695.06 1
6.875 2,517.35 80
6.625 2,517.35
XXXXXXXX XXXX XX 00000 1 08/03/01 00
0412813180 05 10/01/01 0
0412813180 O 09/01/31
0
5308877 E22/G01 F 344,000.00 ZZ
360 334,982.14 1
7.125 2,317.59 80
6.875 2,317.59
1
XXXXXXXX XX 00000 1 08/02/01 00
0412863078 05 10/01/01 0
0412863078 O 09/01/31
0
5309037 E82/G01 F 375,000.00 ZZ
360 355,227.58 1
7.000 2,494.88 45
6.750 2,494.88
XXXX XXXX XX 00000 2 07/31/01 00
0400446100 05 09/01/01 0
0400446100 O 08/01/31
0
5319201 E22/G01 F 390,000.00 ZZ
360 379,791.76 1
7.125 2,627.50 62
6.875 2,627.50
XXXXXX XX 00000 5 08/03/01 00
0412827149 03 10/01/01 0
0412827149 O 09/01/31
0
5343556 L60/F27 F 650,000.00 ZZ
360 630,673.06 1
7.000 4,324.47 73
6.750 4,324.47
XXXXXXXX XXXXX XX 00000 2 05/16/01 00
6920062782 05 07/01/01 0
6920062782 O 06/01/31
0
5343571 L60/F27 F 389,000.00 ZZ
240 362,574.42 1
7.250 3,074.56 65
7.000 3,074.56
XXXXXX XX 00000 2 05/24/01 00
6610655414 05 07/01/01 0
6610655414 O 06/01/21
0
5343707 L60/F27 F 376,000.00 T
360 364,480.89 1
7.250 2,564.98 80
7.000 2,564.98
XXXXXX XXXXX XX 00000 1 03/30/01 00
6990333333 05 05/01/01 0
6990333333 O 04/01/31
0
1
5343714 L60/F27 F 390,500.00 ZZ
360 379,040.34 1
7.250 2,663.90 80
7.000 2,663.90
XXXXXXXXXX XX 00000 1 04/10/01 00
6610656771 03 06/01/01 0
6610656771 O 05/01/31
0
5353426 E22/G01 F 750,000.00 ZZ
360 730,819.92 1
7.250 5,116.32 43
7.000 5,116.32
XXXX XXXXXX XX 00000 2 08/08/01 00
0412848442 05 10/01/01 0
0412848442 O 09/01/31
0
5357096 N47/G01 F 556,000.00 ZZ
360 542,245.50 1
7.250 3,792.90 80
7.000 3,792.90
XXXXXX XX 00000 1 09/10/01 00
0433211059 05 11/01/01 0
20111727 O 10/01/31
0
5369065 994/X14 F 348,000.00 ZZ
360 313,758.30 1
7.250 2,373.97 80
7.000 2,373.97
XXX XXXXXX XX 00000 1 07/13/01 00
8011461285 05 09/01/01 0
80700085 O 08/01/31
0
5369500 994/X14 F 500,000.00 ZZ
360 485,954.58 1
7.125 3,368.59 80
6.875 3,368.59
LONGCHAMPS XXXX XX 00000 1 06/21/01 00
8016066501 03 08/01/01 0
218415291 O 07/01/31
0
5369643 964/G01 F 529,900.00 ZZ
360 515,704.68 1
1
7.000 3,525.44 74
6.750 3,525.44
XXX XXXX XX 00000 1 08/22/01 00
0433128667 05 10/01/01 0
1383046 O 09/01/31
0
5374237 623/G01 F 633,600.00 ZZ
360 616,804.38 1
7.250 4,322.27 80
7.000 4,322.27
XXXXXXXXXXXX XX 00000 2 07/24/01 00
0433111739 05 09/01/01 0
5364075 O 08/01/31
0
5384996 E22/G01 F 524,200.00 ZZ
360 510,794.28 1
7.250 3,575.97 80
7.000 3,575.97
XXXXX XXXXX XX 00000 2 08/14/01 00
0412898306 05 10/01/01 0
0412898306 O 09/01/31
0
5384999 E22/G01 F 550,000.00 ZZ
360 534,697.29 1
7.250 3,751.97 75
7.000 3,751.97
XXXXXX XXXXX XX XX 00000 2 08/09/01 00
0412901308 05 10/01/01 0
0412901308 O 09/01/31
0
5403012 E76/G01 F 555,000.00 ZZ
360 540,670.86 1
7.000 3,692.43 66
6.750 3,692.43
XXXXXX XX 00000 2 09/05/01 00
0433220183 05 11/01/01 0
10007883 O 10/01/31
0
5408428 E84/G01 F 370,000.00 ZZ
360 360,192.05 1
7.250 2,524.05 61
7.000 2,524.05
XXX XXXXX XX 00000 5 07/03/01 00
0433140266 05 09/01/01 0
1
23010691 O 08/01/31
0
5412340 025/025 F 450,000.00 ZZ
360 437,272.34 1
7.250 3,069.80 70
7.000 3,069.80
XXXXXXXXX XX 00000 5 06/14/01 00
0139080683 05 08/01/01 0
0139080683 O 07/01/31
0
5412416 196/G01 F 351,000.00 ZZ
360 341,543.09 1
7.250 2,394.44 56
7.000 2,394.44
XXX XXXXX XX 00000 5 07/19/01 00
0433136058 05 09/01/01 0
1434393 O 08/01/31
0
5413318 025/025 F 384,000.00 ZZ
360 371,715.23 1
7.125 2,587.08 80
6.875 2,587.08
XXXXXXXXX XX 00000 1 02/21/01 00
0138743414 05 04/01/01 0
138743414 O 03/01/31
0
5413603 696/G01 F 519,000.00 ZZ
360 505,727.49 1
7.250 3,540.49 80
7.000 3,540.49
XXXXX XXXX XX 00000 2 08/14/01 00
0433162542 05 10/01/01 0
50101080 O 09/01/31
0
5421189 405/943 F 363,000.00 ZZ
360 342,699.55 1
7.375 2,507.15 55
6.875 2,507.15
XXX XXXXXX XX 00000 1 07/27/01 00
1765648 05 09/01/01 0
0017656489 O 08/01/31
0
1
5425164 025/025 F 494,500.00 ZZ
360 478,954.19 1
6.875 3,248.52 66
6.625 3,248.52
XX XXXX XX 00000 2 04/27/01 00
0138189964 05 06/01/01 0
0138189964 O 05/01/31
0
5428093 E22/G01 F 400,000.00 ZZ
360 389,034.32 1
6.875 2,627.72 77
6.625 2,627.72
XXXXXXXX XX 00000 1 08/21/01 00
0412957839 05 10/01/01 0
0412957839 O 09/01/31
0
5439140 E22/G01 F 401,000.00 ZZ
360 390,220.73 1
7.000 2,667.86 68
6.750 2,667.86
XXX XXXX XX 00000 2 08/16/01 00
0412928319 05 10/01/01 0
0412928319 O 09/01/31
0
5443993 A52/G01 F 364,000.00 ZZ
360 354,543.12 1
7.250 2,483.12 90
7.000 2,483.12
XXXXXX XX 00000 2 08/31/01 11
0433181146 05 10/01/01 25
15999 O 09/01/31
0
5459483 E22/G01 F 380,000.00 ZZ
360 369,820.33 1
7.000 2,528.15 80
6.750 2,528.15
XXX XXXXX XX 00000 1 08/20/01 00
0412944100 05 10/01/01 0
0412944100 O 09/01/31
0
5468552 L60/F27 F 350,000.00 ZZ
360 340,362.43 1
7.250 2,387.62 61
7.000 2,387.62
1
XXXXXXXX XX 00000 5 06/18/01 00
6610629979 05 08/01/01 0
6610629979 O 07/01/31
0
5468937 286/286 F 400,000.00 ZZ
360 388,785.26 1
7.000 2,661.21 58
6.750 2,661.21
XXXXXXXXX XX 00000 2 07/16/01 00
0444211 05 09/01/01 0
444211 O 08/01/31
0
5468976 286/286 F 500,000.00 ZZ
360 486,553.27 1
7.250 3,410.89 64
7.000 3,410.89
XXXXXXX XX 00000 1 07/13/01 00
0423793 05 09/01/01 0
423793 O 08/01/31
0
5471325 E22/G01 F 506,000.00 ZZ
360 492,755.20 1
7.125 3,409.02 55
6.875 3,409.02
XXXXXXXXX XX 00000 2 08/22/01 00
0412907693 05 10/01/01 0
0412907693 O 09/01/31
0
5471376 E22/G01 F 360,000.00 ZZ
360 350,096.11 1
7.125 2,425.39 80
6.875 2,425.39
XXX XXXX XX 00000 1 08/22/01 00
0412953952 05 10/01/01 0
0412953952 O 09/01/31
0
5475436 J37/286 F 476,000.00 ZZ
360 462,031.30 1
7.250 3,247.16 80
7.000 3,247.16
XXXXXXXXXX XX 00000 1 04/23/01 00
9817818 05 06/01/01 0
5391259 O 05/01/31
0
1
5494390 E22/G01 F 378,000.00 ZZ
360 368,006.11 1
7.125 2,546.66 80
6.875 2,546.66
XXXXXXX XX 00000 2 08/29/01 00
0412938508 05 10/01/01 0
0412938508 O 09/01/31
0
5507646 964/G01 F 420,000.00 ZZ
360 408,755.06 1
6.875 2,759.10 80
6.625 2,759.10
XXXXXX XX 00000 1 09/20/01 00
0433220654 03 11/01/01 0
144830 O 10/01/31
0
5569223 R88/G01 F 572,000.00 ZZ
360 557,027.80 1
7.125 3,853.67 80
6.875 3,853.67
XXXXXXXXX XX 00000 1 08/07/01 00
0433153673 03 10/01/01 0
1220683 O 09/01/31
0
5571430 964/G01 F 475,000.00 ZZ
360 456,042.22 1
7.000 3,160.19 62
6.750 3,160.19
XXXXXXXX XXXX XX 00000 1 09/14/01 00
0433202751 03 11/01/01 0
145220 O 10/01/31
0
5580720 405/943 F 650,000.00 ZZ
360 630,123.81 1
7.125 4,379.18 70
6.750 4,379.18
XXX XXXX XX 00000 1 08/15/01 00
1767047 05 10/01/01 0
0017670472 O 09/01/31
0
5581832 405/943 F 348,000.00 ZZ
360 339,305.74 1
1
7.375 2,403.55 80
6.750 2,403.55
XXX XXXXXXXXX XX 00000 5 08/10/01 00
1748013 05 10/01/01 0
0017480138 O 09/01/31
0
5581838 405/943 F 400,000.00 ZZ
360 389,770.42 1
7.250 2,728.71 20
6.750 2,728.71
XXX XXXXX XXXXX XX 00000 5 08/02/01 00
1755202 05 10/01/01 0
0017552027 O 09/01/31
0
5581868 405/943 F 405,000.00 ZZ
360 387,482.88 1
7.375 2,797.24 72
6.750 2,797.24
XXX XXXXXXXXX XX 00000 1 08/02/01 00
1766330 01 10/01/01 0
0017663303 O 09/01/31
0
5581871 405/943 F 390,000.00 ZZ
360 374,400.30 1
7.375 2,693.64 46
6.750 2,693.64
XXX XXXXXXXX XX 00000 2 08/03/01 00
1766895 05 10/01/01 0
0017668955 O 09/01/31
0
5581876 405/943 F 345,000.00 ZZ
360 336,177.08 1
7.250 2,353.51 79
6.750 2,353.51
XXXX XXXXXX XX 00000 2 08/07/01 00
1767174 05 10/01/01 0
0017671744 O 09/01/31
0
5581894 405/943 F 382,000.00 ZZ
360 371,299.53 1
7.375 2,638.38 77
6.750 2,638.38
XXXXX XXXXXX XX 00000 2 08/10/01 00
1769802 05 10/01/01 0
1
0017698028 O 09/01/31
0
5581985 405/943 F 636,000.00 ZZ
360 620,032.09 1
7.375 4,392.70 80
6.875 4,392.70
XXXXXXXXXX XX 00000 1 08/09/01 00
1764473 05 10/01/01 0
0017644733 O 09/01/31
0
5582094 405/943 F 355,000.00 ZZ
360 346,011.27 1
7.375 2,451.90 51
6.750 2,451.90
XXXXXXXXXX XX 00000 5 08/01/01 00
1763621 05 10/01/01 0
0017636218 O 09/01/31
0
5582095 405/943 F 401,000.00 ZZ
360 390,503.45 1
7.125 2,701.62 73
6.750 2,701.62
XXXXX XXXXXXX XX 00000 2 08/01/01 00
1763771 05 10/01/01 0
0017637711 O 09/01/31
0
5582102 405/943 F 307,000.00 ZZ
360 298,964.08 1
7.125 2,068.32 62
6.750 2,068.32
XXX XXXX XX 00000 2 08/01/01 00
1765296 05 10/01/01 0
0017652967 O 09/01/31
0
5582119 405/943 F 525,000.00 ZZ
360 511,883.47 1
7.375 3,626.05 46
6.750 3,626.05
XXXXXX XX 00000 5 08/04/01 00
1990937 05 10/01/01 0
0019909373 O 09/01/31
0
1
5582178 405/943 F 353,000.00 ZZ
240 330,768.66 1
7.000 2,736.80 62
6.750 2,736.81
XXXXXXXX XX 00000 2 08/24/01 00
1769721 03 10/01/01 0
0017697210 O 09/01/21
0
5600343 E22/G01 F 366,000.00 ZZ
360 356,550.44 1
7.000 2,435.01 56
6.750 2,435.01
XXX XXXX XX 00000 5 09/04/01 00
0413004409 05 11/01/01 0
0413004409 O 10/01/31
0
5607027 994/X14 F 340,000.00 ZZ
360 323,882.83 1
6.875 2,233.56 80
6.625 2,233.56
XXXXXXXXXX XX 00000 2 08/22/01 00
8016259882 03 10/01/01 0
218727729 O 09/01/31
0
5614828 E22/G01 F 385,000.00 ZZ
360 365,622.03 1
6.875 2,529.18 51
6.625 2,529.18
XXXXXXXXXX XXXX XX 00000 2 09/11/01 00
0412936486 03 11/01/01 0
0412936486 O 10/01/31
0
5614848 E22/G01 F 414,000.00 ZZ
360 403,311.35 1
7.000 2,754.35 80
6.750 2,754.35
XXXXXXX XXXXX XX 00000 1 09/10/01 00
0412962250 05 11/01/01 0
0412962250 O 10/01/31
0
5648285 286/286 F 350,000.00 ZZ
360 336,379.48 1
6.875 2,299.26 54
6.625 2,299.26
1
XXXXXX XX 00000 1 08/30/01 00
0501289 05 10/01/01 0
501289 O 09/01/31
0
5652486 E22/G01 F 451,250.00 ZZ
360 439,327.00 1
6.875 2,964.39 73
6.625 2,964.39
XXX XXXXXXX XX 00000 2 09/07/01 00
0412972507 05 11/01/01 0
0412972507 O 10/01/31
0
5678165 E82/G01 F 373,200.00 ZZ
360 355,992.06 1
7.250 2,545.88 80
7.000 2,545.88
XXX XXXX XX 00000 2 09/20/01 00
0400475364 05 11/01/01 0
0400475364 O 10/01/31
0
5704895 696/G01 F 381,200.00 ZZ
360 371,805.36 1
7.250 2,600.46 80
7.000 2,600.46
XXXXXXXXXX XX 00000 1 09/20/01 00
0433217239 05 11/01/01 0
31801141 O 10/01/31
0
5729394 994/X14 F 300,000.00 ZZ
360 292,327.90 1
7.250 2,046.53 71
7.000 2,046.53
XXXXXXX XX 00000 1 08/03/01 00
8016206412 05 10/01/01 0
218639577 O 09/01/31
0
1
TOTAL NUMBER OF LOANS : 370
TOTAL ORIGINAL BALANCE : 159,529,067.00
TOTAL PRINCIPAL BALANCE : 147,935,044.00
TOTAL ORIGINAL P+I : 1,073,878.82
TOTAL CURRENT P+I : 1,073,878.83
***************************
* END OF REPORT *
***************************
EXHIBIT F-10
GROUP IX LOAN SCHEDULE
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.18.37 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXD GROUP VIII CUTOFF : 03/01/04
POOL : 0004826
:
:
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
--------------------------------------------------------------------------
1781771 .2500
357,961.22 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1804519 .2500
284,469.50 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1811281 .2500
379,054.88 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1811593 .2500
312,957.77 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1815412 .2500
353,870.69 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1821046 .2500
407,848.25 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1
1826678 .2500
310,754.77 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1828224 .2500
348,715.28 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1832118 .2500
235,697.64 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1839938 .2500
375,872.36 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
1840583 .2500
370,131.39 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1846033 .2500
311,324.29 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1854634 .2500
343,972.55 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
1857210 .2500
359,466.91 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
1857382 .2500
576,546.62 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1859521 .2500
319,055.16 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1885656 .2500
257,731.50 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1893123 .2500
322,517.56 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1918456 .2500
471,165.98 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1919218 .2500
511,454.10 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1919244 .2500
375,249.49 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
1922972 .2500
314,687.42 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
1923124 .2500
512,888.16 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
2681690 .2500
932,648.23 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2695692 .2500
309,557.64 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2696048 .2500
418,033.40 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.0000 .2000
2705682 .2500
256,820.51 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2705715 .2500
345,257.51 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2705745 .2500
304,090.16 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
2705749 .2500
602,124.66 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
2705850 .2500
391,646.90 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
2705871 .2500
351,550.88 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2705893 .2500
378,723.21 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2705942 .2500
197,002.17 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2705984 .2500
397,887.58 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
2706030 .2500
420,252.62 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2706064 .2500
302,527.14 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
2706081 .2500
356,949.73 .0500
6.1250 .0000
5.8750 .0000
5.8250 .0000
5.8250 .0000
1
2718796 .2500
345,541.17 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2771388 .2500
486,837.97 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
2790147 .2500
517,631.29 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2829484 .2500
228,763.64 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
2842390 .2500
321,309.12 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
4093253 .2500
484,546.72 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
4326527 .2500
463,492.36 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4558205 .2500
322,513.65 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
4574058 .2500
627,924.80 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
4604542 .2500
324,225.94 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4667762 .2500
489,585.87 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
4706675 .2500
536,708.66 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
4882191 .2500
367,888.33 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0000 .0750
5126566 .2500
464,716.58 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
5169287 .2500
368,812.92 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
5353445 .2500
353,043.36 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
1
5413601 .2500
382,693.85 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
5425214 .2500
339,239.90 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
5425223 .2500
469,245.16 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
5439385 .2500
373,097.31 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
5494417 .2500
413,126.79 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
5569946 .2500
388,779.67 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
5574540 .2500
456,024.83 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.0000 .3250
1
5614984 .2500
447,393.77 .0500
6.7500 .0000
6.5000 .0000
6.4500 .0000
6.0000 .4500
TOTAL NUMBER OF LOANS: 62
TOTAL BALANCE........: 24,351,609.49
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.18.37 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004826
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 6.6665 6.1250 6.7500
RFC NET RATE 6.4165 5.8750 6.5000
NET MTG RATE(INVSTR RATE) 6.3665 5.8250 6.4500
POST STRIP RATE 5.9966 5.8250 6.0000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3699 .0000 .4500
TOTAL NUMBER OF LOANS: 62
TOTAL BALANCE........: 24,351,609.49
***************************
* END OF REPORT *
***************************
RUN ON : 03/29/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.18.37 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-SL1 FIXED GROUP VIII CUTOFF : 03/01/04
POOL : 0004826
:
:
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 #
______________________________________________________________________________
1781771 F27/G02 F 385,550.00 ZZ
360 357,961.22 1
6.750 2,500.67 80
6.500 2,500.67
XXXXXXXXXX XX 00000 1 06/19/98 00
0430960963 09 08/01/98 0
6060008998 O 07/01/28
0
1804519 976/076 F 342,000.00 ZZ
360 284,469.50 1
6.750 2,218.21 78
6.500 2,218.21
XXXXXXXXXXX XX 00000 1 08/07/98 00
14324864 05 10/01/98 0
5335668 O 09/01/28
0
1811281 811/G01 F 407,200.00 ZZ
360 379,054.88 1
6.625 2,607.35 80
6.375 2,607.35
XXXXX XXXX XX 00000 1 09/22/98 00
0431056050 05 11/01/98 0
2206686 O 10/01/28
0
1811593 111/111 F 336,000.00 ZZ
360 312,957.77 1
6.750 2,179.29 68
6.500 2,179.29
RANCH XXXXX XXX XX 00000 2 08/22/98 00
787814 05 10/01/98 0
1
787814682 O 09/01/28
0
1815412 E22/G01 F 380,000.00 ZZ
360 353,870.69 1
6.625 2,433.18 80
6.375 2,433.18
XXXXXX XXXXXX XX 00000 1 09/21/98 00
0411030968 03 11/01/98 0
411030968 O 10/01/28
0
1821046 H25/G01 F 437,000.00 ZZ
360 407,848.25 1
6.625 2,798.16 69
6.375 2,798.16
XXXXXXXXX XX 00000 5 11/05/98 00
0431110758 05 01/01/99 0
655553407 O 12/01/28
0
1826678 E22/G01 F 333,000.00 ZZ
360 310,754.77 1
6.750 2,159.84 67
6.500 2,159.84
XXXXXXXXX XXX XX 00000 2 10/05/98 00
0410884936 03 12/01/98 0
410884936 O 11/01/28
0
1828224 964/G01 F 380,000.00 ZZ
360 348,715.28 1
6.625 2,433.18 74
6.375 2,433.18
XXX XXXXXXXXX XX 00000 1 10/06/98 00
0431078161 05 12/01/98 0
42390 O 11/01/28
0
1832118 637/G01 F 265,000.00 ZZ
360 235,697.64 1
6.750 1,718.79 50
6.500 1,718.79
XXXXXXXXX XX 00000 2 10/20/98 00
0431100783 05 12/01/98 0
13426994 O 11/01/28
0
1
1839938 J95/J95 F 403,700.00 ZZ
360 375,872.36 1
6.500 2,551.66 92
6.250 2,551.66
XXXXXXXXXX XX 00000 1 10/14/98 10
0009376302 05 12/01/98 25
9376302 O 11/01/28
0
1840583 E22/G01 F 396,000.00 ZZ
360 370,131.39 1
6.750 2,568.45 80
6.500 2,568.45
XXXXXXXXX XX 00000 2 11/05/98 00
0411110125 05 01/01/99 0
411110125 O 12/01/28
0
1846033 E26/G01 F 337,000.00 ZZ
360 311,324.29 1
6.750 2,185.78 95
6.500 2,185.78
XXXXXXXX XX 00000 1 08/28/98 11
0431118488 05 10/01/98 30
60800897 O 09/01/28
0
1854634 601/G01 F 369,500.00 ZZ
360 343,972.55 1
6.375 2,305.20 80
6.125 2,305.20
XXXXXXXX XX 00000 1 11/13/98 00
0431135599 05 01/01/99 0
1282486 O 12/01/28
0
1857210 956/G01 F 392,000.00 ZZ
360 359,466.91 1
6.750 2,542.50 80
6.500 2,542.50
XXX XXXXXX XX 00000 1 10/06/98 00
0431155977 05 12/01/98 0
108070500 O 11/01/28
0
1857382 956/G01 F 618,750.00 ZZ
360 576,546.62 1
6.750 4,013.20 75
6.500 4,013.20
1
XXXXXX XX 00000 5 10/29/98 00
0431145655 03 12/01/98 0
908100314 O 11/01/28
0
1859521 E26/G01 F 367,250.00 ZZ
360 319,055.16 1
6.750 2,381.98 59
6.500 2,381.98
XXXXXX XXXXX XX XX 00000 5 12/09/98 00
0431160613 05 02/01/99 0
34802122 O 01/01/29
0
1885656 026/G01 F 275,000.00 ZZ
360 257,731.50 1
6.750 1,783.65 79
6.500 1,783.65
XXXXXXX XX 00000 2 02/24/99 00
0431256296 05 04/01/99 0
0200452975 O 03/01/29
0
1893123 076/076 F 344,000.00 ZZ
360 322,517.56 1
6.750 2,231.18 80
6.500 2,231.18
XX XXXX XX 00000 1 01/28/99 00
16421695 05 03/01/99 0
6421695 O 02/01/29
0
1918456 952/G01 F 500,000.00 ZZ
360 471,165.98 1
6.750 3,243.00 73
6.500 3,243.00
XXXXXX XXXXX XX 00000 1 05/28/99 00
0431356724 05 07/01/99 0
99002964 O 06/01/29
0
1919218 225/447 F 565,000.00 ZZ
360 511,454.10 1
6.625 3,617.76 69
6.375 3,617.76
XXXXX XXXXXX XX XX 00000 5 04/12/99 00
3870039 05 06/01/99 0
8159749 O 05/01/29
0
1
1919244 225/447 F 401,000.00 ZZ
360 375,249.49 1
6.500 2,534.59 51
6.250 2,534.59
XXXXXXXX XX 00000 1 04/09/99 00
3952252 05 06/01/99 0
8759519 O 05/01/29
0
1922972 A39/G01 F 399,500.00 ZZ
360 314,687.42 1
6.750 2,591.15 70
6.500 2,591.15
XXXXXX XXXXXXX XX 00000 1 06/18/99 00
0431369362 05 08/01/99 0
9900686 O 07/01/29
0
1923124 J95/J95 F 550,000.00 ZZ
342 512,888.16 1
6.500 3,536.65 66
6.250 3,536.65
XXXXXXXXX XX 00000 2 05/25/99 00
0005892252 05 07/01/99 0
0005892252 O 12/01/27
0
2681690 696/G01 F 1,000,000.00 ZZ
360 932,648.23 1
6.750 6,485.98 64
6.500 6,485.98
XXXXXXXXXX XX 00000 2 09/17/98 00
0431034776 05 11/01/98 0
1018135 O 10/01/28
0
2695692 225/447 F 350,000.00 ZZ
360 309,557.64 1
6.750 2,270.10 75
6.500 2,270.10
XXXXXXXX XX 00000 1 09/30/98 00
3839871 05 11/01/98 0
7063990 O 10/01/28
0
2696048 225/447 F 450,000.00 ZZ
360 418,033.40 1
1
6.500 2,844.31 69
6.250 2,844.31
XXXXXXXXXX XX 00000 1 09/29/98 00
3939509 03 11/01/98 0
8734760 O 10/01/28
0
2705682 225/447 F 275,000.00 ZZ
360 256,820.51 1
6.750 1,783.65 67
6.500 1,783.65
XXXX XXXXXXXXXX XX 00000 5 10/02/98 00
3838006 05 12/01/98 0
007040236 O 11/01/28
0
2705715 225/447 F 370,000.00 ZZ
360 345,257.51 1
6.750 2,399.82 78
6.500 2,399.82
XXX XXXXXXXX XX 00000 2 10/02/98 00
3839262 05 12/01/98 0
007054152 O 11/01/28
0
2705745 225/447 F 326,250.00 ZZ
360 304,090.16 1
6.625 2,089.02 71
6.375 2,089.02
XXXXXXX XX 00000 5 10/16/98 00
3839584 05 12/01/98 0
007058675 O 11/01/28
0
2705749 225/447 F 645,600.00 ZZ
360 602,124.66 1
6.750 4,187.35 75
6.500 4,187.35
XXXX XX 00000 2 09/30/98 00
3839610 05 11/01/98 0
007059123 O 10/01/28
0
2705850 225/447 F 420,000.00 T
360 391,646.90 1
6.625 2,689.31 80
6.375 2,689.31
XXXXXXXXX XX 00000 1 10/23/98 00
3840256 01 12/01/98 0
1
007074223 O 11/01/28
0
2705871 225/447 F 380,000.00 ZZ
360 351,550.88 1
6.750 2,464.68 65
6.500 2,464.68
XXXXXXXX XXXXXX XX 00000 2 10/29/98 00
3840330 05 12/01/98 0
007075919 O 11/01/28
0
2705893 225/447 F 405,000.00 ZZ
360 378,723.21 1
6.750 2,626.83 74
6.500 2,626.83
XXXXXX XXXXX XX 00000 2 11/03/98 00
3840377 03 01/01/99 0
007076864 O 12/01/28
0
2705942 225/447 F 334,425.00 ZZ
360 197,002.17 1
6.750 2,169.08 69
6.500 2,169.08
XXXXXXXXX XX 00000 5 10/30/98 00
3840560 05 12/01/98 0
007079972 O 11/01/28
0
2705984 225/447 F 440,000.00 ZZ
360 397,887.58 1
6.250 2,709.16 74
6.000 2,709.16
XXXXXXXX XXXXXX XX 00000 1 11/06/98 00
3833286 05 01/01/99 0
006100900 O 12/01/28
0
2706030 225/447 F 450,000.00 ZZ
360 420,252.62 1
6.750 2,918.69 75
6.500 2,918.69
XXXXXXXXXX XX 00000 1 10/13/98 00
3939798 05 12/01/98 0
008735367 O 11/01/28
0
1
2706064 225/447 F 380,000.00 ZZ
360 302,527.14 1
6.625 2,433.18 71
6.375 2,433.18
XXXXXXXX XX 00000 1 10/14/98 00
3867986 05 12/01/98 0
008156220 O 11/01/28
0
2706081 225/447 F 384,800.00 T
360 356,949.73 1
6.125 2,338.09 80
5.875 2,338.09
XXXXXXXXXXXX XX 00000 1 11/11/98 00
3971882 03 01/01/99 0
008912633 O 12/01/28
0
2718796 354/S48 F 370,000.00 ZZ
360 345,541.17 1
6.750 2,399.81 27
6.500 2,399.81
XXXXXXXXX XX 00000 2 10/01/98 00
0022383210 05 12/01/98 0
0022383210 O 11/01/28
0
2771388 696/G01 F 524,000.00 ZZ
360 486,837.97 1
6.625 3,355.23 80
6.375 3,355.23
XXXXXXXXXX XX 00000 1 03/31/99 00
0431271568 05 05/01/99 0
31299029 O 04/01/29
0
2790147 E22/G01 F 550,000.00 ZZ
360 517,631.29 1
6.750 3,567.29 77
6.500 3,567.29
XXXXXXXX XX 00000 2 04/12/99 00
0411377260 05 06/01/99 0
0411377260 O 05/01/29
0
2829484 076/076 F 360,000.00 ZZ
360 228,763.64 1
6.750 2,334.95 87
6.500 2,334.95
1
XXXXXXXX XX 00000 2 05/11/99 12
19744654 05 07/01/99 25
9744654 O 06/01/29
0
2842390 076/076 F 341,900.00 ZZ
360 321,309.12 1
6.375 2,133.02 79
6.125 2,133.02
XXXXXXXX XX 00000 1 06/04/99 00
11048313 05 08/01/99 0
1048313 O 07/01/29
0
4093253 926/G01 F 500,000.00 T
354 484,546.72 1
6.625 3,218.84 51
6.375 3,218.84
XXXXXXXX XX 00000 4 08/01/01 00
0433091212 03 09/01/01 0
00127502 O 02/01/31
0
4326527 163/G01 F 490,000.00 ZZ
360 463,492.36 1
6.750 3,178.14 70
6.500 3,178.14
XXX XXXXXX XX 00000 1 02/16/01 00
0432664332 05 04/01/01 0
1000231939 O 03/01/31
0
4558205 964/G01 F 335,900.00 ZZ
360 322,513.65 1
6.750 2,178.64 80
6.500 2,178.64
XXXXXXXX XX 00000 1 04/05/01 00
0432753259 05 06/01/01 0
116907 O 05/01/31
0
4574058 696/G01 F 650,000.00 ZZ
360 627,924.80 1
6.625 4,162.02 75
6.375 4,162.02
XXXXXXX XXXXXXX XX 00000 1 03/28/01 00
0432682771 03 05/01/01 0
21400131 O 04/01/31
0
1
4604542 944/G01 F 335,000.00 ZZ
360 324,225.94 1
6.750 2,172.81 50
6.500 2,172.81
XXXXXXX XX 00000 5 04/18/01 00
0432765717 05 06/01/01 0
W01021279 O 05/01/31
0
4667762 286/286 F 506,400.00 ZZ
360 489,585.87 1
6.750 3,284.51 80
6.500 3,284.51
XXXXXX XXXX XXX XX 00000 1 03/26/01 00
0334516 03 05/01/01 0
334516 O 04/01/31
0
4706675 696/G01 F 556,000.00 ZZ
360 536,708.66 1
6.625 3,560.13 80
6.375 3,560.13
XXXXXX XX 00000 1 04/26/01 00
0432742534 03 06/01/01 0
25101041 O 05/01/31
0
4882191 025/025 F 381,000.00 ZZ
360 367,888.33 1
6.375 2,376.94 75
6.125 2,376.94
XXXXXXXXX XX 00000 5 04/25/01 00
0139023246 03 06/01/01 0
0139023246 O 05/01/31
0
5126566 664/G01 F 480,000.00 ZZ
360 464,716.58 1
6.625 3,073.50 77
6.375 3,073.50
XXX XXXXXXX XX 00000 2 05/09/01 00
0432946580 05 07/01/01 0
0008036485 O 06/01/31
0
5169287 025/025 F 388,850.00 ZZ
360 368,812.92 1
1
6.625 2,489.85 70
6.375 2,489.85
XXXXXXXXX XX 00000 1 05/23/01 00
0139085476 03 07/01/01 0
0139085476 O 06/01/31
0
5353445 E22/G01 F 365,000.00 ZZ
360 353,043.36 1
6.750 2,367.38 64
6.500 2,367.38
XXXXXXX XX 00000 5 08/07/01 00
0412866360 05 10/01/01 0
0412866360 O 09/01/31
0
5413601 696/G01 F 393,750.00 ZZ
360 382,693.85 1
6.750 2,553.86 75
6.500 2,553.86
XXXXXXXXX XX 00000 1 08/20/01 00
0433112687 05 10/01/01 0
22601165 O 09/01/31
0
5425214 025/025 F 350,000.00 ZZ
360 339,239.90 1
6.750 2,270.10 58
6.500 2,270.10
XXXXXXXX XX 00000 2 06/20/01 00
0138190160 05 08/01/01 0
0138190160 O 07/01/31
0
5425223 025/025 F 496,000.00 ZZ
360 469,245.16 1
6.750 3,217.05 80
6.500 3,217.05
XXXXXXXX XX 00000 2 02/28/01 00
0138754635 03 05/01/01 0
0138754635 O 04/01/31
0
5439385 696/G01 F 384,000.00 ZZ
360 373,097.31 1
6.750 2,490.62 80
6.500 2,490.62
XXXXX XXXXXXX XX 00000 1 08/21/01 00
0433188687 05 10/01/01 0
1
32701194 O 09/01/31
0
5494417 E22/G01 F 425,050.00 ZZ
360 413,126.79 1
6.750 2,756.87 45
6.500 2,756.87
XXX XXXXXXX XX 00000 2 08/28/01 00
0412964579 05 10/01/01 0
0412964579 O 09/01/31
0
5569946 R88/G01 F 400,000.00 ZZ
360 388,779.67 1
6.750 2,594.39 75
6.500 2,594.39
XXX XXXXXXX XX 00000 1 08/20/01 00
0433158532 05 10/01/01 0
1213124 O 09/01/31
0
5574540 E22/G01 F 469,000.00 ZZ
360 456,024.83 1
6.625 3,003.06 67
6.375 3,003.06
XXX XXXX XX 00000 1 09/11/01 00
0413030255 05 11/01/01 0
0413030255 O 10/01/31
0
5614984 E22/G01 F 460,000.00 ZZ
360 447,393.77 1
6.750 2,983.55 48
6.500 2,983.55
XXXXXXXX XX 00000 2 09/11/01 00
0413010752 03 11/01/01 0
0413010752 O 10/01/31
0
1
TOTAL NUMBER OF LOANS : 62
TOTAL ORIGINAL BALANCE : 26,307,375.00
TOTAL PRINCIPAL BALANCE : 24,351,609.49
TOTAL ORIGINAL P+I : 169,267.23
TOTAL CURRENT P+I : 169,267.23
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
G-1
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes
and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
_______, Class R[-__] (the "Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of ] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R[-__] Certificates, and (iii) is acquiring the Class R[-__]
Certificates for its own account or for the account of another Owner from which
it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization"
means an electing large partnership under Section 775 of the Code, 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 or electing
large partnerships, 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, with respect to transfers to electing large partnerships, on
each such partnership), 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 (other than with respect to transfers to electing
large partnerships) 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
H-1-1
for any taxes due with respect to the income on such residual interest, unless
no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R[-__] Certificates if either the pass-through entity is
an electing large partnership under Section 775 of the Code or 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 Depositor, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. The Owner is either (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity treated as a corporation or a
partnership for U.S. federal income tax purposes and created or organized in or
under the laws of the United States, any state thereof or the District of
Columbia (other than a partnership that is not treated as a United States person
under any applicable Treasury regulations), (iii) an estate that is described in
Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section
7701(a)(30)(E) of the Code.
6. The Owner hereby agrees that it will not cause income from the Class
R[-__] Certificates to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the Owner
of another United States taxpayer.
7. 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.
8. That the Owner has reviewed the restrictions set forth on the face
of the Class R[-__] Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R[-__] Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
9. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R[-__] Certificates will only
be owned, directly or indirectly, by an Owner that is not a disqualified
organization.
10. The Owner's Taxpayer Identification Number is ______________.
11. 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.
H-1-2
12. 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; in making this representation, the Owner warrants that
the Owner is familiar with (i) Treasury Regulation Section 1.860E-1(c) and
recent amendments thereto, effective as of July 19, 2002, and (ii) the preamble
describing the adoption of the amendments to such regulation, which is attached
hereto as Exhibit 1.
13. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R[-__]
Certificate that the Owner intends to pay taxes associated with holding such
Class R[- __] Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R[-__]
Certificate.
14. 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.
15. (a) The Owner is not an employee benefit plan 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"), or an investment manager, named
fiduciary or a trustee of any such plan, or any other Person acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
such plan; or
(b) The Owner 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 Owner 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
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 its
[Title of Officer] and its corporate seal to be hereunto attached, attested by
its [Assistant] Secretary, this day of _____,___ 200__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Owner.
Subscribed and sworn before me this ___ day of ________, 200 __.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_____, 20__ .
H-1-4
EXHIBIT 1
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Parts 1 and 602
[TD 9004]
RIN 1545-AW98
Real Estate Mortgage Investment Conduits
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
-----------------------------------------------------------------------
SUMMARY: This document contains final regulations relating to safe harbor
transfers of noneconomic residual interests in real estate mortgage investment
conduits (REMICs). The final regulations provide additional limitations on the
circumstances under which transferors may claim safe harbor treatment.
DATES: Effective Date: These regulations are effective July 19, 2002.
Applicability Date: For dates of applicability, see Sec. 1.860E-
(1)(c)(10).
FOR FURTHER INFORMATION CONTACT: Xxxxxxxx Xxxxxxxxxx at (000) 000-0000
(not a toll-free number).
SUPPLEMENTARY INFORMATION:
Paperwork Reduction Act
The collection of information in this final rule has been reviewed and, pending
receipt and evaluation of public comments, approved by the Office of Management
and Budget (OMB) under 44 U.S.C. 3507 and assigned control number 1545-1675.
The collection of information in this regulation is in Sec. 1.860E -
1(c)(5)(ii). This information is required to enable the IRS to verify
that a taxpayer is complying with the conditions of this regulation.
The collection of information is mandatory and is required. Otherwise,
H-1-5
the taxpayer will not receive the benefit of safe harbor treatment as provided
in the regulation. The likely respondents are businesses and other for-profit
institutions.
Comments on the collection of information should be sent to the Office of
Management and Budget, Attn: Desk Officer for the Department of the Treasury,
Office of Information and Regulatory Affairs, Xxxxxxxxxx, XX, 00000, with copies
to the Internal Revenue Service, Attn: IRS Reports Clearance Officer,
W:CAR:MP:FP:S, Xxxxxxxxxx, XX 00000. Comments on the collection of information
should be received by October 17, 2002. Comments are specifically requested
concerning:
Whether the collection of information is necessary for the proper performance of
the functions of the Internal Revenue Service, including whether the information
will have practical utility;
The accuracy of the estimated burden associated with the collection of
information (see below);
How the quality, utility, and clarity of the information to be
collected may be enhanced;
How the burden of complying with the collection of information may be minimized,
including through the application of automated collection techniques or other
forms of information technology; and
Estimates of capital or start-up costs and costs of operation, maintenance, and
purchase of service to provide information.
An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a valid control number
assigned by the Office of Management and Budget.
The estimated total annual reporting burden is 470 hours, based on an estimated
number of respondents of 470 and an estimated average annual burden hours per
respondent of one hour.
Books or records relating to a collection of information must be retained as
long as their contents may become material in the administration of any internal
revenue law. Generally, tax returns and tax return information are confidential,
as required by 26 U.S.C. 6103.
Background
This document contains final regulations regarding the proposed amendments to 26
CFR part 1 under section 860E of the Internal Revenue
H-1-6
Code (Code). The regulations provide the circumstances under which a transferor
of a noneconomic REMIC residual interest meeting the investigation and
representation requirements may avail itself of the safe harbor by satisfying
either the formula test or the asset test.
Final regulations governing REMICs, issued in 1992, contain rules governing the
transfer of noneconomic REMIC residual interests. In general, a transfer of a
noneconomic residual interest is disregarded for all tax purposes if a
significant purpose of the transfer is to
[[Page 47452]]
enable the transferor to impede the assessment or collection of tax. A purpose
to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor, at the time of the transfer, either knew or should have known that
the transferee would be unwilling or unable to pay taxes due on its share of the
REMIC's taxable income.
Under a safe harbor, the transferor of a REMIC noneconomic residual interest is
presumed not to have a wrongful purpose if two requirements are satisfied: (1)
the transferor conducts a reasonable investigation of the transferee's financial
condition (the investigation requirement); and (2) the transferor secures a
representation from the transferee to the effect that the transferee understands
the tax obligations associated with holding a residual interest and intends to
pay those taxes (the representation requirement).
The IRS and Treasury have been concerned that some transferors of noneconomic
residual interests claim they satisfy the safe harbor even in situations where
the economics of the transfer clearly indicate the transferee is unwilling or
unable to pay the tax associated with holding the interest. For this reason, on
February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a
notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify
the safe harbor by adding the "formula test," an economic test. The proposed
regulation provides that the safe harbor is unavailable unless the present value
of the anticipated tax liabilities associated with holding the residual interest
does not exceed the sum of: (1) The present value of any consideration given to
the transferee to acquire the interest; (2) the present value of the expected
future distributions on the interest; and (3) the present value of the
anticipated tax savings associated with holding the interest as the REMIC
generates losses.
The notice of proposed rulemaking also contained rules for FASITs. Section
1.860H-6(g) of the proposed regulations provides requirements
H-1-7
for transfers of FASIT ownership interests and adopts a safe harbor by reference
to the safe harbor provisions of the REMIC regulations.
In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set
forth an alternative safe harbor that taxpayers could use while the IRS and the
Treasury considered comments on the proposed regulations. Under the alternative
safe harbor, if a transferor meets the investigation requirement and the
representation requirement but the transfer fails to meet the formula test, the
transferor may invoke the safe harbor if the transferee meets a two- prong test
(the asset test). A transferee generally meets the first prong of this test if,
at the time of the transfer, and in each of the two years preceding the year of
transfer, the transferee's gross assets exceed $100 million and its net assets
exceed $10 million. A transferee generally meets the second prong of this test
if it is a domestic, taxable corporation and agrees in writing not to transfer
the interest to any person other than another domestic, taxable corporation that
also satisfies the requirements of the asset test. A transferor cannot rely on
the asset test if the transferor knows, or has reason to know, that the
transferee will not comply with its written agreement to limit the restrictions
on subsequent transfers of the residual interest.
Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the
case of a transfer or assignment of a noneconomic residual interest to a foreign
branch of an otherwise eligible transferee. If such a transfer or assignment
were permitted, a corporate taxpayer might seek to claim that the provisions of
an applicable income tax treaty would resource excess inclusion income as
foreign source income, and that, as a consequence, any U.S. tax liability
attributable to the excess inclusion income could be offset by foreign tax
credits. Such a claim would impede the assessment or collection of U.S. tax on
excess inclusion income, contrary to the congressional purpose of assuring that
such income will be taxable in all events. See, e.g., sections 860E(a)(1), (b),
(e) and 860G(b) of the Code.
The Treasury and the IRS have learned that certain taxpayers transferring
noneconomic residual interests to foreign branches have attempted to rely on the
formula test to obtain safe harbor treatment in an effort to impede the
assessment or collection of U.S. tax on excess inclusion income. Accordingly,
the final regulations provide that if a noneconomic residual interest is
transferred to a foreign permanent establishment or fixed base of a U.S.
taxpayer, the transfer is not eligible for safe harbor treatment under either
the asset test or the formula test. The final regulations also require a
transferee to represent that it will not cause income from the noneconomic
residual interest to be attributable to a foreign permanent establishment or
fixed base.
H-1-8
Section 1.860E -1(c)(8) provides computational rules that a taxpayer may use
to qualify for safe harbor status under the formula test. Section
1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a rate
equal to the highest rate of tax specified in section 11(b). Some commentators
were concerned that this presumed rate of taxation was too high because it does
not take into consideration taxpayers subject to the alternative minimum tax
rate. In light of the comments received, this provision has been amended in the
final regulations to allow certain transferees that compute their taxable income
using the alternative minimum tax rate to use the alternative minimum tax rate
applicable to corporations.
Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present
values in the formula test are to be computed using a discount rate equal to the
applicable Federal short-term rate prescribed by section 1274(d). This is a
change from the proposed regulation and Rev. Proc. 2001-12. In those
publications the provision stated that "present values are computed using a
discount rate equal to the applicable Federal rate prescribed in section 1274(d)
compounded semiannually" and that "[a] lower discount rate may be used if the
transferee can demonstrate that it regularly borrows, in the course of its trade
or business, substantial funds at such lower rate from an unrelated third
party." The IRS and the Treasury Department have learned that, based on this
provision, certain taxpayers have been attempting to use unrealistically low or
zero interest rates to satisfy the formula test, frustrating the intent of the
test. Furthermore, the Treasury Department and the IRS believe that a rule
allowing for a rate other than a rate based on an objective index would add
unnecessary complexity to the safe harbor. As a result, the rule in the proposed
regulations that permits a transferee to use a lower discount rate, if the
transferee can demonstrate that it regularly borrows substantial funds at such
lower rate, is not included in the final regulations; and the Federal short-term
rate has been substituted for the applicable Federal rate. To simplify
taxpayers' computations, the final regulations allow use of any of the published
short-term rates, provided that the present values are computed with a
corresponding period of compounding. With the exception of the provisions
relating to transfers to foreign branches, these changes generally have the
proposed applicability date of February 4, 2000, but taxpayers may choose to
apply the interest rate formula set forth in the proposed regulation and Rev.
Proc. 2001-12 for transfers occurring before August 19, 2002.
It is anticipated that when final regulations are adopted with respect to
[[Page 47453]]
H-1-9
FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in
substantially its present form, with the result that the final regulations
contained in this document will also govern transfers of FASIT ownership
interests with substantially the same applicability date as is contained in this
document.
Effect on Other Documents
Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of
noneconomic residual interests in REMICs occurring on or after August 19, 2002.
Special Analyses
It is hereby certified that these regulations will not have a significant
economic impact on a substantial number of small entities. This certification is
based on the fact that it is unlikely that a substantial number of small
entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not
required. It has been determined that this Treasury decision is not a
significant regulatory action as defined in Executive Order 12866. Therefore, a
regulatory assessment is not required. It also has been determined that sections
553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do
not apply to these regulations.
Drafting Information
The principal author of these regulations is Xxxxxxxx Xxxxxxxxxx. However,
other personnel from the IRS and Treasury Department participated in their
development.
List of Subjects
26 CFR Part 1
Income taxes, Reporting and record keeping requirements.
26 CFR Part 602
Reporting and record keeping requirements.
Adoption of Amendments to the Regulations
Accordingly, 26 CFR parts 1 and 602 are amended as follows:
H-1-10
PART 1--INCOME TAXES
Paragraph 1. The authority citation for part 1 continues to read in part as
follows:
Authority: 26 U.S.C. 7805 * * *
X-0-00
XXXXXXX X-0
FORM OF TRANSFEROR CERTIFICATE
__________________, 200__
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Funding Corporation Series 2004-SL1
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2004-SL1, Class R-[ ]
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Asset- Backed Pass-Through
Certificates, Series 2004-SL1, Class R-[__] (the "Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of March 1, 2004 among Residential Asset Mortgage
Products, Inc., as seller (the "Depositor"), Residential Funding Corporation, as
master servicer, and Deutsche Bank Trust Company Americas, 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
H-2-1
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.
4. The Seller has no actual knowledge that the proposed
Transferee is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
H-2-2
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
______________, 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL1
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2004-SL1, Class [B-__][SB]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass-Through
Certificates, Series 2004-SL1, Class [B- __][SB] (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of March 1, 2004, among Residential Asset Mortgage
Products, Inc., as seller (the "Depositor"), Residential Funding Corporation, as
master servicer (the "Master Servicer"), and Deutsche Bank Trust Company
Americas, 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:
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
I-1
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.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 20__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the 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
I-2
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.
6. 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), (b) or (c) are
correct:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of any
Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance Depositor; the
source of the funds being used by the Purchaser to acquire the
Certificates is assets of the Purchaser's "insurance company
general account"(within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE"); the conditions set forth
in Sections I and III (PTCE) 95-60 have been satisfied and the
purchase, holding and transfer of Certificates by or on behalf
of the Purchaser are exempt under PTCE 95-60; or
(c) 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 , the
Trustee and the Master Servicer that the Purchaser will not
transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either
(a), (b) or (c) above.]
I-3
Very truly yours,
(Purchaser)
By:
Name:
Title:
I-4
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
_______________, 20
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL1
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2004-SL1, Class [B-__]
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 2004-SL1, Class [R-__][B-__] (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of March 1, 2004, among Residential
Asset Mortgage Products, Inc., as seller (the "Depositor"), Residential Funding
Corporation, as master servicer, and Deutsche Bank Trust Company Americas, 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
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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,
(Seller)
By:
Name:
Title:
J-2
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B 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 B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
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 B 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 B 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
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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 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 B 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 B 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 (subject to the provisions of Section 10.01(f) as if the Depositor was
substituted for the Master Servicer solely for the purposes of such provision)
an Opinion of Counsel (which need not be an opinion of Independent counsel) to
the effect that obtaining such substitute corporate guaranty, irrevocable letter
of credit, surety bond, insurance policy or similar instrument or reserve fund
will not cause either (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860(F)(a)(1) of the Code or on "contributions after
the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund
to fail to qualify as a REMIC at any time that any Certificate is outstanding,
and (ii) no such substitution shall be made unless (A) the substitute Limited
Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not
less than the then current Amount Available and contains provisions that are in
all material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class B Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class B Certificates below the
lesser of (a) the then- current rating assigned to the Class B Certificates by
such rating agency and (b) the original rating assigned to the Class B
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
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 XII 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 B 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 B Certificates below the lesser of (a)
the then-current rating assigned to the Class B Certificates by such rating
agency and (b) the original rating assigned to the Class B Certificates by such
rating agency, unless (A) the Holder of 100% of the Class B 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 (subject to
the provisions of Section 10.01(f) as if the Depositor was substituted for the
Master Servicer solely for the purposes of such provision), in the case of a
material amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together
with an Opinion of Counsel that such amendment complies with this Section 12.02.
K-3
EXHIBIT L
FORM OF LIMITED GUARANTY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Mortgage Asset-Backed Pass-Through Certificates
Series 2004-SL1
________________ , 200__
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL1
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned subsidiary of
General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans to
incur certain obligations as described under Section 12.01 of the Pooling and
Servicing Agreement dated as of March 1, 2004, (the "Servicing Agreement"),
among Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential
Funding and Deutsche Bank Trust Company Americas (the "Trustee") as amended by
Amendment No. ___ thereto, dated as of ________, with respect to the Mortgage
Asset- Backed Pass-Through Certificates, Series 2004-SL1 (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 B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and
deposit in the Certificate Account on behalf of Residential Funding (or
otherwise provide to Residential Funding, or to cause to be made available to
Residential Funding), either directly or through a subsidiary, in any case prior
to the related Distribution Date, such moneys as may be required by
L-1
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 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part
of Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any defective
or partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited
Guaranty may be modified, amended or terminated only by the written agreement of
GMAC and the Trustee and only if such modification, amendment or termination is
permitted under Section 12.02 of the Servicing Agreement. The obligations of
GMAC under this Limited Guaranty shall continue and remain in effect so long as
the Servicing Agreement is not modified or amended in any way that might affect
the obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein,
the guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by
the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of
this Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the 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.
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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.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
L-3
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 20____
Residential Asset Mortgage
Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL1
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
2004-SL1 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the
assignment by _________________ (the "Trustee") to _______________________ (the
"Lender") of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d)
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 2004, among Residential Asset Mortgage Products, Inc., as
seller (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;
M-1
(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.
Very truly yours,
(Lender)
By:
Name:
Title:
M-2
EXHIBIT N
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including
numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with,
the Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of March 1, 2004, among
Residential Funding Corporation as Master Servicer, Residential Asset Mortgage
Products, Inc. as depositor pursuant to Section 5.02 of the Agreement and
Deutsche Bank Trust Company Americas, as trustee, as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or the
securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
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d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
3. The Buyer
a. is not an employee benefit or other plan subject
to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"),
or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited Transaction
Class Exemption ("PTCE") 95-60), and the conditions set forth in PTCE
95-60 have been satisfied; or
c. 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
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obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing Agreement.]
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.
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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.
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___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over
any such institutions or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or
the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a State or territory or the District
of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions,
or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees, or (b) employee
benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
N-5
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
N-6
ANNEX 2 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that
each of the parties to which this certification is made are relying and will
continue to rely on the statements
N-7
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.
6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
N-8
EXHIBIT O
HIGH COST LOANS
GROUP I LOANS:
1522006
1542088
1542098
1542139
1568670
1570334
1585657
1609039
1668753
1680472
1696241
1696402
1696987
1714166
1728924
1729074
1748562
1749642
1753120
1777858
GROUP II LOANS - GROUP IX LOANS:
1570336
1570658
1593981
1603672
1926846
X-0
XXXXXXX X-0
FORM OF FORM 10-K CERTIFICATE
I, [identify the certifying individual], certify that:
1. I have reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods included in the year covered by that annual report,
of the trust (the "Trust") created pursuant to the Pooling and Servicing
Agreement dated __________ (the "Agreement") among Residential Asset Mortgage
Products, Inc. (the "Depositor"), Residential Funding Corporation (the "Master
Servicer") and Deutsche Bank Trust Company Americas (the "Trustee");
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the servicing information required to be
provided to the Trustee by the Master Servicer under the Agreement for inclusion
in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the
Master Servicer under the Agreement and based upon my knowledge and the annual
compliance review required under the Agreement, and except as disclosed in the
report, the Master Servicer has fulfilled its obligations under the Agreement;
and
5. The reports disclose all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
as set forth in the Agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: [the Trustee].
Date:____________
_________________________________*
[Signature]
Name:
Title:
* - to be signed by the senior officer in charge of the servicing functions of
the Master Servicer
X-0-0
XXXXXXX X-0
FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
The undersigned, a Responsible Officer of Deutsche Bank Trust Company
Americas (the "Trustee") certifies that:
1. The Trustee has performed all of the duties specifically required to
be performed by it pursuant to the provisions of the Pooling and Servicing
Agreement dated _________ (the "Agreement") by and among Residential Funding
Mortgage Securities I, Inc. (the "Depositor"), Residential Funding Corporation
(the "Master Servicer") and the Trustee in accordance with the standards set
forth therein.
2. Based on my knowledge, the list of Certificateholders as shown on
the Certificate Register as of the end of each calendar year that is provided by
the Trustee pursuant to Section 4.03(d) of the Agreement is accurate as of the
last day of the 20___ calendar year.
Capitalized terms used and not defined herein shall have the meanings
given such terms in the Agreement.
IN WITNESS THEREOF, I have duly executed this certificate as of
____________, 20___
Name:
Title:
R-2-1
EXHIBIT S
INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING
AGENCIES RELATING TO REPORTABLE MODIFIED MORTGAGE LOANS
Account number
Transaction Identifier
Unpaid Principal Balance prior to Modification
Next Due Date
Monthly Principal and Interest Payment
Total Servicing Advances
Current Interest Rate
Original Maturity Date
Original Term to Maturity (Months)
Remaining Term to Maturity (Months)
Trial Modification Indicator
Mortgagor Equity Contribution
Total Servicer Advances
Trial Modification Term (Months)
Trial Modification Start Date
Trial Modification End Date
Trial Modification Period Principal and Interest Payment
Trial Modification Interest Rate
Trial Modification Term
Rate Reduction Indicator
Interest Rate Post Modification
Rate Reduction Start Date
Rate Reduction End Date
Rate Reduction Term
Term Modified Indicator
Modified Amortization Period
Modified Final Maturity Date
Total Advances Written Off
Unpaid Principal Balance Written Off
Other Past Due Amounts Written Off
Write Off Date
Unpaid Principal Balance Post Write Off
Capitalization Indicator
Mortgagor Contribution
Total Capitalized Amount
Modification Close Date
Unpaid Principal Balance Post Capitalization Modification
Next Payment Due Date per Modification Plan
Principal and Interest Payment Post Modification
Interest Rate Post Modification
Payment Made Post Capitalization
Delinquency Status to Modification Plan
